ONEOK (OKE) 8-K Regulation FD Disclosure

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) July 25, 2023

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value of $0.01	OKE	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.☐

The information disclosed in these Items 7.01 and 9.01, including Exhibit 99.1 hereto, is being 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 under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 7.01		Regulation FD Disclosure
		On July 25, 2023, we announced we have filed definitive proxy materials with the U.S. Securities and Exchange Commission in connection with our pending acquisition of Magellan Midstream Partners, L.P. (NYSE: MMP). The ONEOK Special Meeting of Shareholders (the “Special Meeting”) is scheduled to take place on Sept. 21, 2023, at 9:00 a.m. Central Time (10:00 a.m. Eastern Time). The Special meeting will be held virtually. All shareholders of record of common stock of ONEOK, Inc. (“ONEOK”) as of the close of business on July 24, 2023, will be entitled to vote their shares by proxy at the Special Meeting. The ONEOK board of directors unanimously recommends that shareholders vote “FOR” all proposals provided in detail in the definitive proxy statement. Proxy materials are expected to be mailed on or about July 28, 2023. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01		Financial Statements and Exhibits
	(d)	Exhibits
Exhibit Number		Description
99.1		News release issued by ONEOK, Inc. dated July 25, 2023.
104		Cover page interactive data file (embedded within the Inline XBRL document and contained in Exhibit 101).

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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:	July 26, 2023	By:	/s/ Walter S. Hulse III
			Walter S. Hulse III Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

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