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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): May 8, 2024

image0a22.jpg
KINDER MORGAN, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-35081 80-0682103
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)

1001 Louisiana Street, Suite 1000
Houston, Texas 77002
(Address of principal executive offices, including zip code)

713-369-9000
(Registrant’s telephone number, including area code)

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
Class P Common Stock KMI NYSE
2.250% Senior Notes due 2027 KMI 27A NYSE

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.

Kinder Morgan, Inc. (“KMI”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 8, 2024. At the Annual Meeting, a total of 1,908,493,468 shares of KMI’s common stock entitled to vote were present or represented by proxy, constituting a quorum for the transaction of business.

At the Annual Meeting, KMI stockholders voted on the following proposals: (1) election of thirteen nominated directors to the Board; (2) ratification of the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2024; (3) an advisory vote on executive compensation; (4) an advisory vote on the frequency of holding an advisory vote on executive compensation; and (5) a stockholder proposal relating to establishing a greenhouse gas emission reduction target.

Proposal One – Election of Directors

KMI stockholders elected thirteen directors, each to serve until KMI’s 2025 annual meeting or, if earlier, the election and qualification of his or her successor.
Nominee For Against   Abstain
Broker
Non-Votes
Richard D. Kinder 1,539,001,434 65,236,037 2,591,012 301,664,984
Kimberly A. Dang 1,563,202,475 40,012,087 3,613,033 301,664,984
Amy W. Chronis 1,596,600,538 7,277,290 2,950,654 301,664,984
Ted A. Gardner 1,349,795,560 254,073,736 2,959,186 301,664,984
Anthony W. Hall, Jr. 1,534,376,794 69,385,770 3,065,032 301,664,984
Steven J. Kean 1,553,623,009 50,257,775 2,947,699 301,664,984
Deborah A. Macdonald 1,444,261,785 159,676,240 2,890,458 301,664,984
Michael C. Morgan 1,534,651,626 69,333,533 2,842,420 301,664,984
Arthur C. Reichstetter 1,570,042,274 33,753,382 3,032,826 301,664,984
C. Park Shaper 1,525,546,727 78,216,098 3,065,658 301,664,984
William A. Smith 1,572,633,090 31,119,178 3,075,327 301,664,984
Joel V. Staff 1,549,699,797 54,078,907 3,049,779 301,664,984
Robert F. Vagt 1,400,441,912 203,303,989 3,082,581 301,664,984

Proposal Two – Ratification of Selection of PricewaterhouseCoopers LLP

KMI stockholders ratified the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2024.
For Against Abstain Broker Non-Votes
1,826,997,941 77,680,611 3,814,902 —


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Proposal Three – Advisory Vote on Executive Compensation

KMI stockholders approved, on an advisory basis, the compensation of KMI’s named executive officers, as disclosed in the Proxy Statement.
For Against Abstain Broker Non-Votes
1,530,862,957 69,208,261 6,757,265 301,664,984

Proposal Four – Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation

KMI stockholders approved, on an advisory basis, a frequency of one year for future advisory votes regarding the compensation of our named executive officers.
1 Year 2 Years 3 Years Abstain Broker Non-Votes
1,572,351,478 4,297,603 24,526,364 5,653,038 301,664,984

Proposal Five – Stockholder Proposal Relating to Establishing a Greenhouse Gas Emission Reduction Target

KMI stockholders did not approve the stockholder proposal relating to establishing a greenhouse gas emission reduction target.
For Against Abstain Broker Non-Votes
499,653,471 1,094,542,152 12,632,860 301,664,984

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S I G N A T U R E

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.
KINDER MORGAN, INC.
Dated: May 8, 2024 By: /s/ David P. Michels
David P. Michels
Vice President and Chief Financial Officer


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