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WILLIAMS COMPANIES, INC. false 0000107263 0000107263 2023-04-25 2023-04-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2023 (April 25, 2023)

 

 

The Williams Companies, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-4174   73-0569878

(State or other jurisdiction

of incorporation)

  (Commission
File Number)
  (IRS Employer
Identification No.)

 

One Williams Center  
Tulsa, Oklahoma   74172-0172
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (918) 573-2000

NOT APPLICABLE

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $1.00 par value   WMB   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

The Williams Companies, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, April 25, 2023. At the Annual Meeting, the Company’s stockholders considered and voted upon the following proposals, which are more fully described in the Company’s proxy statement: (1) Elect twelve director nominees for a one-year term; (2) Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; (3) Approve, on an advisory basis, the compensation of our named executive officers; and (4) Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers. The following are the final voting results:

 

  1.

Each of the following director nominees was elected to the Company’s Board of Directors to serve a one-year term expiring at the Company’s next annual meeting of stockholders. Voting results were as follows:

 

NOMINEE

   VOTES FOR    VOTES AGAINST    ABSTENTIONS    BROKER NON-VOTES

Alan S. Armstrong

   972,009,079    4,167,403    767,617    108,577,320

Stephen W. Bergstrom

   918,411,455    57,715,788    817,029    108,577,320

Michael A. Creel

   968,947,857    7,192,854    803,562    108,577,320

Stacey H. Doré

   893,133,672    83,025,199    785,402    108,577,320

Carri A. Lockhart

   973,513,484    2,629,395    801,393    108,577,320

Richard E. Muncrief

   971,964,553    4,161,935    817,784    108,577,320

Peter A. Ragauss

   920,314,866    55,823,145    806,261    108,577,320

Rose M. Robeson

   959,100,992    17,041,874    801,406    108,577,320

Scott D. Sheffield

   970,205,285    5,911,523    827,464    108,577,320

Murray D. Smith

   959,189,076    16,928,004    827,192    108,577,320

William H. Spence

   911,245,017    64,886,699    812,557    108,577,320

Jesse J. Tyson

   925,325,876    50,808,560    809,837    108,577,320

 

  2.

Ernst and Young LLP was ratified as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The voting results were as follows:

 

VOTES FOR

 

VOTES AGAINST

 

ABSTENTIONS

 

BROKER NON-VOTES

1,030,034,377   54,652,289   834,926   0

 

  3.

Stockholders approved, on an advisory basis, the compensation of our named executive officers. The voting results were as follows:

 

VOTES FOR

 

VOTES AGAINST

 

ABSTENTIONS

 

BROKER NON-VOTES

936,314,475   37,444,784   3,185,014   108,577,320

 

  4.

Stockholders approved, on an advisory basis, holding future advisory votes to approve the compensation of our named executive officers every year. The voting results were as follows:

 

EVERY YEAR

 

EVERY TWO YEARS

 

EVERY THREE YEARS

 

ABSTENTIONS

 

BROKER NON-VOTES

953,764,479   4,732,947   15,620,555   2,826,291   108,577,320

The Company intends to hold an advisory vote to approve the compensation of our named executive officers every year until the next required voted on the frequency of future advisory votes to approve the compensation of our named executive officers.

Item 7.01. Regulation FD Disclosure.

In connection with the Company’s 2023 Annual Meeting, the Company did not receive any stockholder questions.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01 on this Current Report on Form 8-K is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.

 


Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

 

Exhibit
Number
  

Description

104    Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      THE WILLIAMS COMPANIES, INC.
Dated:    April 28, 2023     By:  

/s/ Robert E. Riley, Jr.

      Robert E. Riley, Jr.
      Corporate Secretary