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): February 13, 2023 (February 8, 2023)

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 filing 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 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.  ☐

Ms. Buese was a member of the Board’s Compensation and Management Development and Environmental, Health and Safety committees.

The Board determined that Ms. Lockhart is an independent director within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules and regulations promulgated by the Securities and Exchange Commission thereunder, and the listing standards of the New York Stock Exchange. There are no arrangements or understandings between Ms. Lockhart and any other person in connection with her appointment as director of the Company. Ms. Lockhart is not related to any officer or director of the Company, and there are no transactions or relationships between Ms. Lockhart and the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.

In connection with Ms. Lockhart’s appointment as a non-employee director, she will receive, on a pro-rated basis, the standard annual benefits paid to each non-employee director including: (i) $115,000 annual cash retainer; and (ii) $175,000 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.

The size of the Board following Ms. Buese’s resignation and the appointment of Ms. Lockhart will remain at twelve directors.

On February 13, 2023, the Company furnished a press release announcing the appointment of Ms. Lockhart described above in Item 5.02(d) of this Current Report on Form 8-K. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated in this Item 7.01 by reference.

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 and the exhibit attached hereto are deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of 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.

(d) Exhibits.

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.

EX-99.1

Exhibit 99.1

DATE: Monday, Feb. 13, 2023

Williams Appoints Carri Lockhart to Board of Directors

TULSA, Okla. – Williams (NYSE: WMB) today announced that its Board of Directors has appointed Carri Lockhart as an independent director on the Board, effective Feb. 10, 2023.

Ms. Lockhart brings nearly 30 years of experience in the oil and gas industry both in the United States and overseas, most recently serving as Chief Technology Officer and Executive Vice President of Technology, Digital and Innovation at Equinor in Oslo, Norway before retiring in 2022. A petroleum engineer by training, Lockhart has strong executive-level strategic planning and execution experience in the areas of hydrocarbon production, technology and cybersecurity, and alternative energy development.

At Williams, Lockhart 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 Carri, who brings a depth of technological expertise and industry experience that will be valuable as we enhance our leadership in the clean energy economy and position Williams to further deliver long-term, sustainable value and growth for our shareholders,” said Stephen W. Bergstrom, chairman of the Williams Board of Directors.

With the appointment of Ms. Lockhart, the Williams Board of Directors consists of 12 members, 11 of whom are independent. Lockhart fills the vacancy on the Board created by the resignation of board member Nancy Buese, who recently accepted the role of chief financial officer at Baker Hughes and resigned from the Board due to material schedule conflicts with Williams board meetings.

About Carri Lockhart

Ms. Lockhart has served in roles of increasing responsibility within the energy industry over her 30-year career. During her tenure at Equinor, she was responsible for strategic planning for the company’s Gulf of Mexico offshore and international production and partner operations before assuming the role of Chief Technology Officer and Executive Vice President of Technology, Digital and Innovation, where she led technology development, research, digital, innovation and future business. Prior to Equinor, Lockhart held roles of increasing responsibility at Marathon Oil Company, overseeing resource development and operations in the Eagle Ford, Bakken and United Kingdom. Lockhart earned her Bachelor of Science degree in petroleum engineering from Montana Tech and completed the Harvard Business School Executive Education Series. Lockhart is a member of the board of directors of Ascent Resources and Dril-Quip.

About Williams

As the world demands reliable, low-cost, low-carbon energy, Williams will be there with the best transport, storage and delivery solutions to reliably fuel the clean energy economy. Williams is an industry leader with operations across the natural gas value chain including gathering, processing, interstate transportation, storage, wholesale marketing and trading 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. Learn how the company is leveraging its nationwide footprint to incorporate clean hydrogen, next generation gas and other innovations at www.williams.com.