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): May 18, 2017
THE WILLIAMS COMPANIES, INC.
(Exact name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 1-4174 | | 73-0569878 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
| One Williams Center, Tulsa, Oklahoma | | 74172 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2017 annual meeting of stockholders of The Williams Companies, Inc. (the “Company”) was held on May 18, 2017. The matters voted upon at the meeting and the results of such voting are set forth below.
1. The nominees for election to the Company’s Board of Directors were elected, each for a term expiring at the Company’s next annual meeting, based on the following votes:
Alan S. Armstrong
For: 641,066,970
Against: 16,246,649
Abstain: 744,514
Broker Non-Votes: 79,979,870
Stephen W. Bergstrom
For: 648,105,065
Against: 9,293,209
Abstain: 659,859
Broker Non-Votes: 79,979,870
Stephen I. Chazen
For: 649,167,887
Against: 8,228,479
Abstain: 661,768
Broker Non-Votes: 79,979,870
Charles I. Cogut
For: 650,362,016
Against: 7,052,276
Abstain: 643,841
Broker Non-Votes: 79,979,870
Kathleen B. Cooper
For: 649,559,182
Against: 7,950,991
Abstain: 547,960
Broker Non-Votes: 79,979,870
Michael A. Creel
For: 651,511,916
Against: 5,881,867
Abstain: 664,350
Broker Non-Votes: 79,979,870
Peter A. Ragauss
For: 650,587,103
Against: 6,819,625
Abstain: 651,405
Broker Non-Votes: 79,979,870
Scott D. Sheffield
For: 648,958,026
Against: 8,436,810
Abstain: 663,297
Broker Non-Votes: 79,979,870
Murray D. Smith
For: 649,302,968
Against: 8,171,799
Abstain: 583,180
Broker Non-Votes: 79,979,870
William H. Spence
For: 650,256,701
Against: 7,132,407
Abstain: 669,026
Broker Non-Votes: 79,979,870
Janice D. Stoney
For: 641,880,539
Against: 15,588,681
Abstain: 588,914
Broker Non-Votes: 79,979,870
2. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for 2017 was approved based on the following votes:
For: 728,093,038
Against: 9,093,344
Abstain: 851,169
Broker Non-Votes: 0
3. The proposal relating to the advisory vote on executive compensation was approved based on the following votes:
For: 637,330,782
Against: 19,218,999
Abstain: 1,508,353
Broker Non-Votes: 79,979,870
4. The proposal relating to the advisory vote on the frequency of say-on-pay on executive compensation was approved on an annual basis, based on the following votes:
Every Year: 582,342,579
Every Two Years: 14,593,843
Every Three Years: 59,176,391
Abstain: 1,945,320
Broker Non-Votes: 79,979,870
The Company intends to hold an advisory vote on executive compensation on an annual basis.
On May 19, 2017, the Company issued a press release announcing that Stephen W. Bergstrom has been elected Chairman of the Board, effective immediately. A copy of this press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press release dated May 19, 2017 |
SIGNATURE
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.
| | |
| THE WILLIAMS COMPANIES, INC. |
| |
| By: | | /s/ Tyler P. Evans |
| | Tyler P. Evans |
| | Assistant Secretary |
DATED: May 19, 2017
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press release dated May 19, 2017 |
