8-K

WILLIAMS COMPANIES, INC. (WMB)

8-K 2023-04-28 For: 2023-04-25
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Added on April 08, 2026

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<br> <br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)
One Williams Center
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol(s) Name of each exchange<br> <br>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:
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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:
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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:
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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<br>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