As filed with the Securities and Exchange Commission on November 5, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Kinder Morgan, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 1001 Louisiana Street, Suite 1000 Houston, Texas 77002 (Address of registrant’s principal executive offices) | 80-0682103 (I.R.S. Employer Identification No.) |
Kinder Morgan, Inc. Second Amended and Restated Stock Compensation Plan for Non-Employee Directors
(Full title of Plan)
Catherine Callaway James
Vice President and General Counsel
Kinder Morgan, Inc.
1001 Louisiana Street, Suite 1000
Houston, Texas 77002
(713) 369-9000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Troy L. Harder
Bracewell LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002-2770
Telephone: (713) 221-1456
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ | 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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee(3) |
Class P Common Stock, $0.01 par value per share | 940,000 | $16.94 | $15,923,600 | $1,476.12 |
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional shares of Common Stock (defined below) as may become issuable pursuant to the adjustment provisions of the Kinder Morgan, Inc. Second Amended and Restated Stock Compensation Plan for Non-Employee Directors (the “Plan”). |
(2) | Pursuant to Rule 457(h) under the Securities Act, the Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering Price are estimated, solely for the purpose of computing the registration fee, based on a price of $16.94, which is the average of the high and low sale prices of the Common Stock as reported by the New York Stock Exchange on November 2, 2021. |
(3) | Pursuant to General Instruction E to Form S-8, a registration fee is only being paid with respect to the registration of an additional 940,000 shares of Common Stock under the Plan. |
EXPLANATORY NOTE
Kinder Morgan, Inc., a Delaware corporation (the “Registrant”), is filing this registration statement on Form S-8 (this “Registration Statement”) pursuant to General Instruction E of Form S-8 to register the offer and sale of an additional 940,000 shares of its Class P common stock, par value $0.01 per share (the “Common Stock”), that may be issued under the Plan. Except as otherwise set forth below, the contents of the Registrant’s registration statement on Form S-8 relating to the Plan, which was previously filed with the Securities and Exchange Commission (the “Commission”) on March 3, 2011 (File No. 333-172584), are incorporated by reference into this Registration Statement as permitted by General Instruction E of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
Each of the following exhibits is filed herewith:
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas, on November 5, 2021.
KINDER MORGAN, INC. | |||
By: | /s/ David P. Michels | ||
Name: | David P. Michels | ||
Title: | Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on November 5, 2021.
Signature | Title | |
/s/ David P. Michels | Vice President and Chief Financial Officer (principal | |
David P. Michels | financial officer and principal accounting officer) | |
/s/ Steven J. Kean | Chief Executive Officer (principal executive officer); Director | |
Steven J. Kean | ||
/s/ Richard D. Kinder* | Executive Chairman | |
Richard D. Kinder | ||
/s/ Kimberly A. Dang | President; Director | |
Kimberly A. Dang | ||
/s/ Ted A. Gardner* | Director | |
Ted A. Gardner | ||
/s/ Anthony W. Hall, Jr.* | Director | |
Anthony W. Hall, Jr. | ||
/s/ Gary L. Hultquist* | Director | |
Gary L. Hultquist | ||
/s/ Ronald L. Kuehn, Jr.* | Director | |
Ronald L. Kuehn, Jr. | ||
/s/ Deborah A. Macdonald* | Director | |
Deborah A. Macdonald | ||
/s/ Michael C. Morgan* | Director | |
Michael C. Morgan | ||
/s/ Arthur C. Reichstetter * | Director | |
Arthur C. Reichstetter | ||
/s/ C. Park Shaper* | Director | |
C. Park Shaper | ||
/s/ William A. Smith* | Director | |
William A. Smith | ||
/s/ Joel V. Staff* | Director | |
Joel V. Staff | ||
/s/ Robert F. Vagt* | Director | |
Robert F. Vagt | ||
/s/ Perry M. Waughtal* | Director | |
Perry M. Waughtal |
*By: | /s/ Catherine C. James | ||
Catherine C. James | |||
Attorney-in-fact for persons indicated |