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 10, 2017
KINDER MORGAN, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-35081 (Commission File Number) | 80-0682103 (I.R.S. Employer Identification No.) |
1001 Louisiana Street, Suite 1000
Houston, Texas 77002
(Address of principal executive offices, including zip code)
713-369-9000
(Registrant’s telephone number, including area code)
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 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 o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
Kinder Morgan, Inc. (“KMI”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on May 10, 2017. At the Annual Meeting, a total of 1,965,780,831 shares of KMI’s common stock entitled to vote were present in person or represented by proxy, constituting a quorum for the transaction of business.
At the Annual Meeting, KMI stockholders voted on the following proposals: (1) election of sixteen nominated directors to KMI’s Board of Directors; (2) a proposal to ratify the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2017 and (3) four proposals submitted by stockholders, which related to (a) a proxy access bylaw, (b) a report on methane emissions, (c) an annual sustainability report and (d) an assessment of the medium- and long-term portfolio impacts of technological advances and global climate change policies. Final voting results are presented below.
Proposal One - Election of Directors
KMI stockholders elected sixteen directors, each to serve until KMI’s 2018 annual meeting or, if earlier, the election and qualification of his or her successor.
| Nominee | For | Against | Broker Non-Votes |
| Richard D. Kinder | 1,527,966,082 | 15,312,856 | 422,502,394 |
| Steven J. Kean | 1,531,154,713 | 12,124,225 | 422,502,394 |
| Kimberly A. Dang | 1,458,846,200 | 84,432,738 | 422,502,394 |
| Ted A. Gardner | 1,422,297,090 | 120,981,848 | 422,502,394 |
| Anthony W. Hall, Jr. | 1,530,094,258 | 13,184,680 | 422,502,394 |
| Gary L. Hultquist | 1,526,179,186 | 17,099,752 | 422,502,394 |
| Ronald L. Kuehn, Jr. | 1,529,231,006 | 14,047,932 | 422,502,394 |
| Deborah A. Macdonald | 1,526,915,837 | 16,373,101 | 422,492,394 |
| Michael C. Morgan | 1,530,127,733 | 13,151,205 | 422,502,394 |
| Arthur Reichstetter | 1,530,393,003 | 12,885,935 | 422,502,394 |
| Fayez Sarofim | 1,526,161,413 | 17,117,514 | 422,502,394 |
| C. Park Shaper | 1,529,839,354 | 13,439,584 | 422,502,394 |
| William A. Smith | 1,526,910,586 | 16,368,352 | 422,502,394 |
| Joel V. Staff | 1,527,153,459 | 16,125,479 | 422,502,394 |
| Robert F. Vagt | 1,526,275,006 | 17,003,932 | 422,502,394 |
| Perry M. Waughtal | 1,529,362,561 | 13,916,377 | 422,502,394 |
Proposal Two - Ratification of Selection of PricewaterhouseCoopers LLP
KMI stockholders ratified the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2017.
| For | Against | Abstain | Broker Non-Votes |
| 1,938,950,652 | 21,801,567 | 5,028,612 | — |
Proposal Three - Proxy Access Bylaw
KMI stockholders approved the stockholder proposal relating to a proxy access bylaw.
| For | Against | Abstain | Broker Non-Votes |
| 898,551,065 | 635,362,050 | 9,365,822 | 422,502,394 |
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Proposal Four - Report on Methane Emissions
KMI stockholders did not approve the stockholder proposal relating to a report on methane emissions.
| For | Against | Abstain | Broker Non-Votes |
| 614,139,882 | 899,069,925 | 30,069,131 | 422,502,394 |
Proposal Five - Annual Sustainability Report
KMI stockholders did not approve the stockholder proposal relating to an annual sustainability report.
| For | Against | Abstain | Broker Non-Votes |
| 581,423,940 | 930,872,975 | 30,982,022 | 422,502,394 |
Proposal Six - Assessment of the Medium- and Long-term Portfolio Impacts of Technological Advances and Global Climate Change Policies
KMI stockholders did not approve the stockholder proposal relating to an assessment of the medium- and long-term portfolio impacts of technological advances and global climate change policies.
| For | Against | Abstain | Broker Non-Votes |
| 578,466,382 | 934,708,346 | 30,104,010 | 422,502,394 |
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S I G N A T U R E
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.
| KINDER MORGAN, INC. | ||||
| Dated: May 12, 2017 | By: | /s/ David R. DeVeau | ||||
David R. DeVeau Vice President | ||||||
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