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)
May 24, 2018
(Date of earliest event reported)
May 23, 2018

ONEOK, Inc.
(Exact name of registrant as specified in its charter)

Oklahoma
 
001-13643
 
73-1520922
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

100 West Fifth Street; Tulsa, OK
(Address of principal executive offices)

74103
(Zip code)

(918) 588-7000
(Registrant’s telephone number, including area code)

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 communication 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)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

In dicate 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 5.02
 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
 
 
 
 
As described under Item 5.07 below, our shareholders approved the ONEOK, Inc. Equity Incentive Plan (the “2018 EIP”) at our 2018 annual meeting of shareholders held on May 23, 2018.

A summary of the 2018 EIP is set forth in our definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2018 (the “Proxy Statement”). That summary, and the references to the 2018 EIP within this report, are qualified in their entirety by reference to the actual terms of the 2018 EIP, which is attached as Appendix A to the Proxy Statement and is incorporated herein by reference.
 
 
 
Item 5.07
 
Submission of Matters to a Vote of Security Holders
 
 
 
 
 
We held our 2018 annual meeting of shareholders on May 23, 2018. The matters voted upon at the meeting and the results of such voting are set forth below.
 
 
 
 
 
1. The individuals set forth below were elected to the Board of Directors of the Company by a majority of the votes cast to serve one-year terms expiring at the later of our annual meeting of shareholders in 2019 or upon a successor being elected and qualified, as follows:
 
 
 
 
 
Director
Votes For
Votes Against
Abstain
Broker Non-Votes
 
 
 
 
 
Brian L. Derksen
301,045,770
4,405,799
1,086,522
71,980,125
Julie H. Edwards
300,326,908
5,247,032
964,151
71,980,125
John W. Gibson
299,335,702
6,303,622
898,767
71,980,125
Randall J. Larson
303,049,386
2,514,387
974,318
71,980,125
Steven J. Malcolm
300,971,692
4,539,932
1,026,467
71,980,125
Jim W. Mogg
299,181,287
6,345,586
1,011,218
71,980,125
Pattye L. Moore
298,313,762
7,289,954
934,375
71,980,125
Gary D. Parker
298,040,208
7,354,598
1,143,285
71,980,125
Eduardo A. Rodriguez
298,156,194
7,406,514
1,143,285
71,980,125
Terry K. Spencer
301,948,000
3,721,768
868,323
71,980,125
 
 
 
 
 
2. The appointment of PricewaterhouseCoopers LLP as independent auditor for the Company for the fiscal year ending December 31, 2018, was ratified by a majority of the votes cast as follows:
 
 
 
 
 
 
 
Votes For
368,617,539
Votes Against  
8,510,496
Abstain
1,390,181
 
 
 
 
 
 
3. The ONEOK, Inc. Equity Incentive Plan was approved by a majority of the votes cast as follows:
 
 
 
 
 
 
 
Votes For
291,819,450
Votes Against
12,547,584
Abstain
2,170,597
Broker Non-Votes
71,980,585
 
 
 
 
 
 
4. The advisory vote on compensation paid to our named executive officers as disclosed in our Proxy Statement for the 2018 annual meeting, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved by a majority of the votes cast as follows:
 
 
 
 
 
 
Votes For
294,619,397
Votes Against
9,318,171
Abstain
2,600,063
Broker Non-Votes
71,980,585
 


2



Item 9.01
 
Financial Statements and Exhibits
 
 
 
 
(d)
Exhibits
 
 
 
Exhibit
Number
 
Description
 
 
99.1
 


3



SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 
 
 
ONEOK, Inc.
 
 
 
 
Date:
May 24, 2018
By:
/s/ Walter S. Hulse III
 
 
 
Walter S. Hulse III
Chief Financial Officer and
Executive Vice President, Strategic Planning and Corporate Affairs


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