Energy Industry Veterans Stephen Chazen and
Peter Ragauss Join Board, Effective Immediately
Board Goal to Appoint Two New Independent
Directors by the 2016 Annual Meeting
Three Williams Directors Who Served Prior to
2016 Will Not Stand for Re-Election at the 2016 Annual Meeting
The Williams Companies, Inc. (NYSE: WMB) (“Williams”), after
conferring with stockholders, continuing to search for qualified
directors and deliberating on the expertise and experience required
for the Board of Directors, today announced the next step in its
Board refreshment plan. Under the plan, Stephen Chazen, former
President and Chief Executive Officer and current Board director of
Occidental Petroleum, and Peter Ragauss, former Chief Financial
Officer of Baker Hughes and current Board director at Apache
Corporation, have been appointed to the Williams Board of
Directors, effective immediately. The Board also announced that
three Williams directors who served prior to 2016 will not stand
for re-election at the 2016 Annual Meeting.
Five new directors (i.e., directors who were not serving on the
Board as of July 1, 2016), Stephen Bergstrom, Stephen Chazen, Peter
Ragauss, Scott Sheffield and William Spence, in addition to four
Williams directors who served prior to 2016, will stand for
election as nominees of the Williams Board at the 2016 Annual
Meeting. The Board also announced its goal to identify two
additional highly qualified candidates to join the Board prior to
the 2016 Annual Meeting. If the nominees are elected, the Williams
Board will comprise 11 directors, 10 of whom are independent.
The Board also today announced that it has reconstituted its
Nominating and Governance Committee. Stephen Bergstrom, Stephen
Chazen and Dr. Kathleen B. Cooper have been appointed to the
Committee with Mr. Bergstrom serving as Chairman, effective
immediately. Consistent with past practices, the Nominating and
Governance Committee will be responsible for identifying the two
new independent director candidates prior to the 2016 Annual
Meeting.
Dr. Kathleen B. Cooper, Chairman of the Williams Board of
Directors, said: “As we have indicated, Williams is committed to
maintaining a world-class Board of Directors. In less than two
months, the Board has already appointed five new independent
directors, and has set the goal of adding two additional directors.
Our Nominating and Governance Committee will immediately work to
identify two Board candidates who will add valuable and independent
perspective.”
Dr. Cooper continued: “Steve Chazen brings significant expertise
in the energy industry, having led the transformation of Occidental
Petroleum into one of the top performing companies in the sector.
Peter Ragauss also has broad experience, having helped Baker Hughes
grow its powerful platform in the oilfield services industry.
Williams is making good progress executing our strategy to connect
the best natural gas supplies to the best markets. The entire
Williams Board of Directors is committed to taking decisive action
to create sustainable stockholder value and position Williams for
continued success.”
Mr. Chazen and Mr. Ragauss stated: “We are excited about joining
the Williams Board and look forward to putting our skills and
experiences to work on behalf of all Williams stockholders. We will
work closely with the other members of the Board to help set the
Company’s strategy and advance the Company’s efforts to enhance
value for Williams stockholders.”
As previously announced, the Company’s 2016 Annual Meeting will
be held on Wednesday, Nov. 23, 2016.
Stephen Chazen
Mr. Chazen retired as Chief Executive Officer of Occidental
Petroleum Corporation in April 2016, and has remained on
Occidental’s Board of Directors where he has served since May
2010.
During his tenure as Chief Executive Officer, Mr. Chazen
recommended and implemented the company's acquisition and
divestiture strategy, which was a key factor in Occidental's
transformation into a major oil and gas company. He previously
served as President of Occidental Petroleum from 2007 to 2015;
Chief Operating Officer from 2010 to 2011; and Chief Financial
Officer from 2007 to 2010. Prior to being named President and Chief
Financial Officer, Mr. Chazen was Chief Financial Officer and
Senior Executive Vice President from 2004 to 2007, Chief Financial
Officer and Executive Vice President-Corporate Development from
1999 to 2004, and Executive Vice President-Corporate Development
from 1994 to 1999.
Before joining Occidental, Mr. Chazen was a Managing Director in
Corporate Finance and Mergers and Acquisitions at Merrill Lynch.
Mr. Chazen is a former Chairman of the American Petroleum Institute
and continues to serve on its board.
Mr. Chazen brings to the Williams Board decades of executive
leadership experience in the oil and gas industry, as well as
significant M&A and valuation expertise. In addition to his
industry insight, he brings unique perspective in financial
planning, securities and capital markets, strategic development and
energy sector risk management.
Mr. Chazen holds a Ph.D. in Geology from Michigan State
University, a master's degree in Finance from the University of
Houston and a bachelor's degree in Geology from Rutgers
College.
Peter Ragauss
Mr. Ragauss retired from Baker Hughes in November 2014 after
serving eight years as Senior Vice President and Chief Financial
Officer. He joined the Board of Directors of Apache Corporation in
December 2014.
From 2003 to 2006, prior to joining Baker Hughes, Mr. Ragauss
was controller, Refining and Marketing, for BP Plc. From 2000 to
2003, he was chief executive officer for Air BP. From 1998 to 2000,
he was assistant to group chief executive for BP Amoco. He was vice
president of Finance and Portfolio Management for Amoco Energy
International when Amoco Corporation merged with BP in 1998.
Earlier in his career, from 1996 to 1998, Mr. Ragauss served as
vice president of Finance for El Paso Energy International. He held
positions of increasing responsibility at Tenneco Inc. from 1993 to
1996, and Kidder, Peabody & Co. Incorporated from 1987 to
1993.
Mr. Ragauss brings a wealth of accounting, financial and
executive experience to the Williams Board, having held senior
positions including chief executive officer, chief financial
officer, controller and vice president of finance. His wide and
varied experiences, including in the area of finance, provide him
with a unique understanding of the oil and gas industry.
Mr. Ragauss holds a master’s degree from Harvard Business School
and bachelor’s degree in Mechanical Engineering from Michigan State
University.
About Williams
Williams (NYSE: WMB) is a premier provider of large-scale
infrastructure connecting U.S. natural gas and natural gas products
to growing demand for cleaner fuel and feedstocks. Headquartered in
Tulsa, Okla., Williams owns approximately 60 percent of Williams
Partners L.P. (NYSE: WPZ), including all of the 2 percent
general-partner interest. Williams Partners is an industry-leading,
large-cap master limited partnership with operations across the
natural gas value chain from gathering, processing and interstate
transportation of natural gas and natural gas liquids to petchem
production of ethylene, propylene and other olefins. With major
positions in top U.S. supply basins, Williams Partners owns and
operates more than 33,000 miles of pipelines system wide –
including the nation’s largest volume and fastest growing pipeline
– providing natural gas for clean-power generation, heating and
industrial use. Williams Partners’ operations touch approximately
30 percent of U.S. natural gas. www.williams.com
Additional Information
Williams intends to file a proxy statement with the U.S.
Securities and Exchange Commission (the “SEC”) with respect to the
2016 Annual Meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ ANY SUCH PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD
AND OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE 2016 ANNUAL MEETING. Investors and
security holders should read the proxy statement carefully before
making any voting or investment decisions. Investors and security
holders may obtain free copies of these documents and other
documents filed with the SEC by Williams through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed by Williams with the SEC will be available on
Williams’ website at http://investor.williams.com/.
Participants in the Solicitation
Williams and its directors, executive officers and other members
of management and employees may be deemed to be participants in the
solicitation of proxies in connection with the matters to be
considered at Williams’ 2016 Annual Meeting. Information regarding
the directors and officers of Williams is contained in Williams’
Annual Report on Form 10-K filed with the SEC on February 26, 2016
(as it may be amended from time to time). Additional information
regarding the interests of such potential participants is or will
be included in the proxy statement and other relevant documents
filed with the SEC.
Forward-looking Statements
This communication may contain or incorporate by reference
statements that do not directly or exclusively relate to historical
facts. Such statements are “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended
(Securities Act), and Section 21E of the Securities Exchange Act of
1934, as amended (Exchange Act). These forward-looking statements
relate to anticipated financial performance, management’s plans and
objectives for future operations, business prospects, outcome of
regulatory proceedings, market conditions and other matters. We
make these forward-looking statements in reliance on the safe
harbor protections provided under the Private Securities Litigation
Reform Act of 1995.
All statements, other than statements of historical facts,
included in this communication that address activities, events or
developments that we expect, believe or anticipate will exist or
may occur in the future, are forward-looking statements.
Forward-looking statements can be identified by various forms of
words such as “anticipates,” “believes,” “seeks,” “could,” “may,”
“should,” “continues,” “estimates,” “expects,” “forecasts,”
“intends,” “might,” “goals,” “objectives,” “targets,” “planned,”
“potential,” “projects,” “scheduled,” “will,” “assumes,”
“guidance,” “outlook,” “in service date” or other similar
expressions. The forward-looking statements are based on
management’s beliefs and assumptions and on information currently
available to management and include, among others, statements
regarding:
- Expected levels of cash distributions
by Williams Partners L.P. (“WPZ”) with respect to general partner
interests, incentive distribution rights and limited partner
interests;
- Levels of dividends to Williams
stockholders;
- Future credit ratings of Williams and
WPZ;
- Amounts and nature of future capital
expenditures;
- Expansion of our business and
operations;
- Financial condition and liquidity;
- Business strategy;
- Cash flow from operations or results of
operations;
- Seasonality of certain business
components;
- Natural gas, natural gas liquids, and
olefins prices, supply, and demand;
- Demand for our services.
Forward-looking statements are based on numerous assumptions,
uncertainties and risks that could cause future events or results
to be materially different from those stated or implied in this
communication. Many of the factors that will determine these
results are beyond our ability to control or predict. Specific
factors that could cause actual results to differ from results
contemplated by the forward-looking statements include, among
others, the following:
- Whether WPZ will produce sufficient
cash flows to provide the level of cash distributions, including
incentive distribution rights, that we expect;
- Whether Williams is able to pay current
and expected levels of dividends;
- Whether we will be able to effectively
execute our financing plan including WPZ’s establishment of a
distribution reinvestment plan and the receipt of anticipated
levels of proceeds from planned asset sales;
- Availability of supplies, including
lower than anticipated volumes from third parties served by our
midstream business, and market demand;
- Volatility of pricing including the
effect of lower than anticipated energy commodity prices and
margins;
- Inflation, interest rates, fluctuation
in foreign exchange rates and general economic conditions
(including future disruptions and volatility in the global credit
markets and the impact of these events on customers and
suppliers);
- The strength and financial resources of
our competitors and the effects of competition;
- Whether we are able to successfully
identify, evaluate and timely execute our capital projects and
other investment opportunities in accordance with our forecasted
capital expenditures budget;
- Our ability to successfully expand our
facilities and operations;
- Development of alternative energy
sources;
- Availability of adequate insurance
coverage and the impact of operational and developmental hazards
and unforeseen interruptions;
- The impact of existing and future laws,
regulations, the regulatory environment, environmental liabilities,
and litigation, as well as our ability to obtain permits and
achieve favorable rate proceeding outcomes;
- Williams’ costs and funding obligations
for defined benefit pension plans and other postretirement benefit
plans;
- Changes in maintenance and construction
costs;
- Changes in the current geopolitical
situation;
- Our exposure to the credit risk of our
customers and counterparties;
- Risks related to financing, including
restrictions stemming from debt agreements, future changes in
credit ratings as determined by nationally-recognized credit rating
agencies and the availability and cost of capital;
- The amount of cash distributions from
and capital requirements of our investments and joint ventures in
which we participate;
- Risks associated with weather and
natural phenomena, including climate conditions and physical damage
to our facilities;
- Acts of terrorism, including
cybersecurity threats and related disruptions; and
- Additional risks described in our
filings with the SEC.
Given the uncertainties and risk factors that could cause our
actual results to differ materially from those contained in any
forward-looking statement, we caution investors and security
holders not to unduly rely on our forward-looking statements. We
disclaim any obligations to and do not intend to update the above
list or announce publicly the result of any revisions to any of the
forward-looking statements to reflect future events or
developments. In addition to causing our actual results to differ,
the factors listed above and referred to below may cause our
intentions to change from those statements of intention set forth
in this communication. Such changes in our intentions may also
cause our results to differ. We may change our intentions, at any
time and without notice, based upon changes in such factors, our
assumptions, or otherwise.
Because forward-looking statements involve risks and
uncertainties, we caution that there are important factors, in
addition to those listed above, that may cause actual results to
differ materially from those contained in the forward-looking
statements. For a detailed discussion of those factors, see Part I,
Item 1A. Risk Factors in our Annual Report on Form 10-K filed with
the SEC on Feb. 26, 2016 and in Part II, Item 1A. Risk Factors
in our Quarterly Report on Form 10-Q filed on Aug. 2, 2016.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160926005515/en/
Media Contact:WilliamsLance Latham, 918-573-9675orJoele
Frank, Wilkinson Brimmer KatcherDan Katcher, Andrew Siegel or Dan
Moore, 212-355-4449orInvestor Contacts:WilliamsJohn Porter,
918-573-0797orBrett Krieg, 918-573-4614
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