8-K

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 25, 2021

ONEOK, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma	001-13643	73-1520922
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

100 West Fifth Street; Tulsa, OK

(Address of principal executive offices)

74103

(Zip code)

(918) 588-7000

(Registrant’s telephone number, including area code)

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 communication 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, par value of $0.01	OKE	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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	On May 25, 2021, Terry K. Spencer, President and Chief Executive Officer of ONEOK, Inc. (the “Company” or “ONEOK”), informed the Company’s Board of Directors that he intends to retire, and resign from the board, effective September 30, 2021 (the “Retirement Date”). Also on May 25, 2021, the board appointed Pierce H. Norton II to succeed Mr. Spencer as President and Chief Executive Officer of the Company, and to join the Company’s board, effective June 28, 2021 (the “Effective Date”). Mr. Spencer will step down as President and Chief Executive Officer of the Company as of the Effective Date. At such time, Mr. Spencer will become an advisor to the President and Chief Executive Officer until the Retirement Date, with no change in his current compensation arrangements. The treatment of his compensation upon his retirement will be consistent with prior Company disclosures regarding executive compensation. Mr. Spencer’s resignation from the board does not result from any disagreement with the board, including, but not limited to, any disagreement regarding the Company’s operations, policies, or practices. Pierce H. Norton II, age 61, is currently president and chief executive officer of ONE Gas, Inc. (“ONE Gas”) and serves as a member of its board of directors. Mr. Norton has served in these capacities since the separation of ONE Gas from the Company in January 2014. Prior to the separation of ONE Gas, Mr. Norton previously worked for ONEOK for almost 10 years, having joined the Company in 2004. Immediately prior to the separation of ONE Gas, Mr. Norton served as executive vice president, commercial, of ONEOK and ONEOK Partners, L.P. (“ONEOK Partners”). He also served as executive vice president and chief operating officer of ONEOK and ONEOK Partners, responsible for the natural gas gathering and processing, natural gas pipelines, natural gas liquids, natural gas distribution and energy services business segments. Mr. Norton also held the position as president of ONEOK Distribution Companies – Oklahoma Natural Gas, Kansas Gas Service and Texas Gas Service. In light of Mr. Norton’s extensive executive managerial experience, his familiarity with the Company and his understanding of the natural gas and natural gas liquids businesses, the board concluded that Mr. Norton should be appointed to the Company’s Board of Directors. An Alabama native, Mr. Norton earned a Bachelor of Science degree in mechanical engineering in 1982 from the University of Alabama in Tuscaloosa. He also is a graduate of Harvard Business School's Advanced Management Program. The material terms of compensation arrangements for Mr. Norton will be reported when finalized and approved by the Company’s Board of Directors. There are no arrangements or understandings between Mr. Norton and any other persons pursuant to which Mr. Norton was selected as a director. Mr. Norton has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01	Regulation FD Disclosure
	On May 25, 2021, the Company issued a press release announcing the appointment of Mr. Norton as the President and Chief Executive Officer and as a Director, and the planned retirement of Mr. Spencer, as described above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K 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 under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

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Item 9.01		Financial Statements and Exhibits
	(d)	Exhibits
Exhibit Number		Description
99.1		News release issued by ONEOK, Inc. dated May 25, 2021.
104		Cover page interactive data file (embedded within the Inline XBRL document and contained in Exhibit 101).

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SIGNATURE

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

			ONEOK, Inc.
Date:	May 26, 2021	By:	/s/ Walter S. Hulse III
			Walter S. Hulse III Chief Financial Officer, Treasurer and Executive Vice President, Strategy and Corporate Affairs

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EX-99.1

News ONEOK Announces Retirement of President and CEO Terry Spencer Pierce Norton Named as Successor TULSA, Okla. – May 25, 2021 – ONEOK, Inc. (NYSE: OKE) president and chief executive officer, Terry K. Spencer, announced today that he will retire on September 30, 2021, after 20 years with the company, including more than seven years as president and CEO. Pierce H. Norton II, currently president and chief executive officer of ONE Gas, Inc. (NYSE: OGS) will succeed Spencer as president and CEO of ONEOK on June 28, 2021, at which time he will also join the ONEOK Board. Spencer will remain in his current role until Norton rejoins ONEOK, at which time he will become an Advisor to Norton, allowing for a smooth leadership transition. Spencer will continue as a member of the ONEOK board of directors until his retirement. “The Board of Directors and I would like to thank Terry for his leadership as our CEO these past seven years and his dedication to ONEOK these last two decades,” said John W. Gibson, Chair of the ONEOK Board of Directors. “Under Terry’s leadership, the company has experienced tremendous growth and success, even through unprecedented challenges, and is well positioned for years to come.” Spencer expressed his appreciation to ONEOK’s employees for their dedication and the Board for its guidance and support. “It is the interaction with my management team, employees, directors, investors, industry associates and key stakeholders that I will miss.” Congratulating Norton on his selection, Spencer stated, “I have known Pierce for the better part of four decades and worked closely with him during his prior 10 years here at ONEOK. His extensive operational and commercial expertise in the midstream business and sound business judgment will be a great asset to the company, and his proven CEO experience have prepared him for this role.” Today’s announcement was the result of an ongoing succession planning process, which was led by the company’s lead independent director, Julie Edwards. “Pierce’s CEO experience, his familiarity with the people and culture of ONEOK, and his understanding of the natural gas and natural gas liquids business were highly valued by the Board,” said Edwards. ONEOK May 25, 2021 Analyst Contact: Megan Patterson 918-561-5325 Media Contact: Brad Borror 918-588-7582 Exhibit 99.1

ONEOK Announces Retirement of President and CEO Terry Spencer May 25, 2021 Page 2 Directors who also serve on the ONE Gas Board of Directors recused themselves from the selection of Norton. “I want to thank Julie Edwards and the other independent directors for the work they have done in the succession process,” Gibson said. “It was a challenge to navigate this process in the midst of a pandemic and with the recusal of myself and the other ONE Gas directors, but Julie led a very effective process with the same degree of diligence and professionalism that we have seen her demonstrate for years.” Gibson continued, “I have seen Pierce’s leadership when he was an executive at ONEOK, watched him grow as the CEO of ONE Gas, and I’m excited to see him bring his talents and abilities back to ONEOK.” Pierce H. Norton II Pierce H. Norton II is president and chief executive officer of ONE Gas, Inc. and serves as a member of the ONE Gas board. Norton previously worked for ONEOK for almost 10 years having joined the company in 2004. Prior to the separation of ONE Gas in January 2014, Norton served as executive vice president, commercial, of ONEOK and ONEOK Partners. His other roles at ONEOK included, executive vice president and chief operating officer of ONEOK and ONEOK Partners, responsible for the company's natural gas gathering and processing, natural gas pipelines, natural gas liquids, natural gas distribution and energy services business segments. Norton also held the position as president of ONEOK Distribution Companies – Oklahoma Natural Gas, Kansas Gas Service and Texas Gas Service. Norton began his natural gas industry career in 1982 at Delhi Gas Pipeline, a subsidiary of Texas Oil and Gas Corporation. He later worked for American Oil and Gas with operational responsibilities for natural gas gathering and processing, and for intrastate and interstate pipelines. He then worked for KN Energy as vice president and general manager of the Heartland Region, before moving to Bear Paw Energy as vice president of business development. In 2002, he was named president of Bear Paw Energy, now ONEOK Rockies Midstream. Norton is a member of the American Gas Association’s (“AGA”) board of directors, and served as the chairman of the AGA board in 2017. He also is a board member of the Tulsa Community Foundation and currently serves as the chair of the audit committee. Lastly, concerning current boards, Norton is a director of the Oklahoma Center for Community and Justice. He is a past board member of the Interstate Natural Gas Association of America, the Texas Pipeline Association, the North Dakota Petroleum Council and the Western Alliance.

ONEOK Announces Retirement of President and CEO Terry Spencer May 25, 2021 Page 3 An Alabama native, Norton earned a Bachelor of Science degree in mechanical engineering in 1982 from the University of Alabama in Tuscaloosa. He also is a graduate of Harvard Business School's Advanced Management Program. Terry K. Spencer Terry Spencer has served as president, chief executive officer and director of ONEOK since January 30, 2014, when ONEOK separated its natural gas distribution business into the stand-alone publicly traded entity, ONE Gas, Inc. Spencer previously served as president and CEO of both ONEOK and ONEOK Partners until June 30, 2017 when ONEOK finalized the merger with ONEOK Partners. Spencer joined ONEOK in 2001. Prior to his term as president and CEO, Spencer served in increasing levels of responsibility at ONEOK, including as president of ONEOK and ONEOK Partners and as a member of the ONEOK Partners board of directors. As did Norton, Spencer began his natural gas industry career at Delhi Gas Pipeline in 1982. Spencer earned a Bachelor of Science degree in petroleum engineering in 1981 from the University of Alabama in Tuscaloosa. ------------------------------------------------------------------------------------------------------------------- ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is a leading midstream service provider and owner of one of the nation's premier natural gas liquids (NGL) systems, connecting NGL supply in the Rocky Mountain, Mid-Continent and Permian regions with key market centers and an extensive network of natural gas gathering, processing, storage and transportation assets. ONEOK is a FORTUNE 500 company and is included in S&P 500. For information about ONEOK, visit the website: www.oneok.com. For the latest news about ONEOK, find us on LinkedIn, Instagram, Facebook and Twitter. Some of the statements contained and incorporated in this news release are forward-looking statements as defined under federal securities laws. The forward-looking statements relate to our anticipated financial performance (including projected levels of quarterly and annual dividends), liquidity, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under federal securities laws and other applicable laws. Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "goal," "guidance," "intend," "may," "might," "plan," "potential," "project," "scheduled," "should," "will," "would" and other words and terms of similar meaning. One should not place undue reliance on forward-looking statements. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices. These and other risks are described in greater detail in Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K and in the other filings that we make with the Securities and Exchange Commission (SEC), which are available on the SEC's website at www.sec.gov. All forward- looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these

ONEOK Announces Retirement of President and CEO Terry Spencer May 25, 2021 Page 4 factors. Any such forward-looking statement speaks only as of the date on which such statement is made, and, other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise. ###

XML

Document and Entity Information Document	May 25, 2021
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 25, 2021
Entity Registrant Name	ONEOK, Inc.
Entity Incorporation, State or Country Code	OK
Entity File Number	001-13643
Entity Tax Identification Number	73-1520922
Entity Address, Address Line One	100 West Fifth Street
Entity Address, City or Town	Tulsa
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74103
City Area Code	918
Local Phone Number	588-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value of $0.01
Trading Symbol	OKE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001039684
Amendment Flag	false