DIRECTOR RECOMMENDATIONS AND NOMINATIONS
The Governance and Sustainability Committee will consider written recommendations from stockholders for director nominations. If you wish to recommend a candidate
for consideration by the Governance and Sustainability Committee, please forward the candidates name and a detailed description of the candidates qualifications, a document indicating the candidates willingness to serve, and
evidence that you own Williams stock to: The Williams Companies, Inc., One Williams Center, MD 47, Tulsa, Oklahoma 74172, Attn: Corporate Secretary.
In
addition to being able to recommend director candidates for nomination by our Board, our By-laws provide that stockholders may nominate director candidates for election at an annual meeting of stockholders. To
do so, the stockholder must be a stockholder of record when notice to the Company is given and on the record date for the determination of the stockholders entitled to vote at such annual meeting of stockholders. The stockholder must also satisfy
the procedures provided in our By-laws, including the notice procedures described below.
The notice of a stockholder
nomination for the election of a director must be in proper written form as specified in our By-laws. The notice must be received by our corporate secretary at our principal executive offices not later than
the close of business on the 90th calendar day, nor earlier than the close of business on the 120th calendar day, prior to the anniversary of the date of the immediately preceding annual meeting of stockholders. Accordingly, to be timely for our
2022 Annual Meeting of Stockholders, such notice must be received by our corporate secretary not earlier than December 28, 2021 and not later than January 27, 2022.
In addition to the above method for stockholders to make director nominations at a meeting of stockholders, our By-laws
contain a proxy access provision. Pursuant to such provision, a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years as of the date of the stockholder
notice, may nominate and include in our proxy materials director candidates constituting up to two directors or 20% of the Board, whichever is greater, provided that the stockholder(s) continue to own such amount of shares through the annual meeting
of stockholders. The stockholder(s) and the nominee(s) must also satisfy all other requirements specified in our By-laws, including providing certain securities schedules to be filed with the SEC.
Under the proxy access option, the notice must be received by our corporate secretary at our principal executive offices not later than the close of business on
the 120th calendar day, nor earlier than the close of business on the 150th calendar day, prior to the anniversary of the date (as stated in our proxy materials) the definitive proxy statement was first released to stockholders in connection with
the preceding years annual meeting of stockholders. Accordingly, to be timely for our 2022 Annual Meeting of Stockholders, such notice must be received by our corporate secretary not earlier than October 20, 2021 and not later than
November 19, 2021.
In both options described above, to be an eligible nominee for election as a director, a nominee will have to satisfy the
requirements specified in our By-laws, including the timely delivery of the following: a written representation and agreement, a completed and executed director questionnaire, and certain additional information specified in our By-laws.
The above described notices and procedures are summaries and do not purport to be complete. For further
information, please refer to our By-laws which are included as an exhibit to our annual report on Form 10-K filed with the SEC and which are also available on our
website at www.williams.com. For information concerning submitting a proposal regarding matters other than the election of directors, please see May I submit a proposal for consideration at the 2022 Annual Meeting of Stockholders?