UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 (
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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).
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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 |