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): December 8, 2020

THE WILLIAMS COMPANIES, INC.

(Exact name of Registrant as Specified in its Charter)

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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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.  ☐

On December 8, 2020, the Board of Directors (the “Board”) of The Williams Companies, Inc. (the “Company”) appointed Rose M. Robeson to the Board, effective December 10, 2020. Ms. Robeson will serve on the Board’s Compensation and Management Development Committee and the Environmental, Health and Safety Committee.

In connection with Ms. Robeson’s appointment as a non-employee director, Ms. Robeson will receive the standard annual benefits paid to each non-employee director including: (i) $110,000 annual cash retainer; and (ii) $165,000 annual equity retainer in the form of restricted stock units issued pursuant to The Williams Companies, Inc. Amended and Restated 2007 Incentive Plan. The annual cash retainer is paid through quarterly cash payments. The annual equity retainer is deferred and will not be distributed until the director’s retirement from the Board.

There are no arrangements or understandings between Ms. Robeson and any other person in connection with her appointment as a director of the Company. Ms. Robeson is not related to any officer or director of the Company, and there are no transactions or relationships between Ms. Robeson and the Company and its subsidiaries that are reportable under Item 404(a) of Regulation S-K.

The Company issued a press release, dated December 9, 2020, announcing the appointment of Ms. Robeson to the Board, which press release is attached to this report as Exhibit 99.1.

(d) Exhibits

SIGNATURE

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.

DATED: December 9, 2020

EX-99.1

Exhibit 99.1

DATE: Wednesday, December 9, 2020

Williams Appoints Rose Robeson to Board of Directors

TULSA, Okla. – Williams (NYSE: WMB) today announced that its Board of Directors has appointed Rose Robeson as an independent director on the Board, effective December 10, 2020.

Ms. Robeson brings 32 years of experience in the energy industry, most recently as chief financial officer of DCP Midstream, the largest natural gas liquids (NGL) producer and gas processor in the United States. An SEC Audit Committee Financial Expert, she currently serves on the boards of three other publicly traded energy companies where she chairs two audit committees and serves on a third. In addition, she serves on an environmental, social and governance committee as well as other board committees.

At Williams, Robeson will serve as a member of the Board’s Compensation and Management Development Committee and the Environmental, Health and Safety Committee.

“The Williams Board is pleased to welcome an outstanding new director in Rose, who brings tremendous financial expertise and deep industry experience from across the energy value chain,” said Stephen W. Bergstrom, chairman of the Williams Board of Directors. “Rose’s accomplished career and commitment to strong corporate governance makes her an excellent addition to the growing diversity of the Williams Board and positions the company to continue to deliver long-term, sustainable value and growth for our shareholders.”

With Ms. Robeson’s appointment, the Williams Board of Directors consists of 12 members, 11 of whom are independent.

About Rose Robeson

Ms. Robeson served as chief financial officer of DCP Midstream LLC from January 2002 to May 2012. She also served as the chief financial officer of DCP Midstream GP LLC, the general partner of DCP Midstream Partners, LP, from May 2012 until January 2014. She previously held finance positions of increasing responsibility with Kinder Morgan, Total Petroleum, Inc. and Ernst & Young. Ms. Robeson holds a Bachelor of Science degree in accounting from the Northwest Missouri State University and became a certified public accountant in 1983. Recognized to the “Top Women in Energy – 2014” by the Denver Business Journal, Ms. Robeson is a member of the board of directors of SM Energy, Antero Midstream Corporation and Newpark Resources, Inc.

About Williams

Williams (NYSE: WMB) is committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Headquartered in Tulsa, Oklahoma, Williams is an industry-leading, investment grade C-Corp with operations across the natural gas value chain including gathering, processing, interstate transportation and storage of natural gas and natural gas liquids. With major

positions in top U.S. supply basins, Williams connects the best supplies with the growing demand for clean energy. Williams owns and operates more than 30,000 miles of pipelines system wide – including Transco, the nation’s largest volume and fastest growing pipeline – and handles approximately 30 percent of the natural gas in the United States that is used every day for clean-power generation, heating and industrial use.