ONEOK Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: OKE · Form: DEF 14A · Filed: Apr 3, 2024 · CIK: 1039684

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholders, Energy, Corporate Governance

TL;DR

**ONEOK, Inc. has released its Definitive Proxy Statement detailing the upcoming Annual Meeting of Shareholders on May 22, 2024, and outlining its mission, vision, and core values.**

AI Summary

ONEOK INC /NEW/ (OKE) filed a Proxy Statement (DEF 14A) with the SEC on April 3, 2024. ONEOK, Inc. filed its Definitive Proxy Statement on April 3, 2024. The annual meeting of shareholders is scheduled for Wednesday, May 22, 2024, at 9:00 a.m. Central Time. The company's mission is to deliver energy products and services vital to an advancing world. ONEOK's vision is to create exceptional value for stakeholders by providing solutions for a transforming energy future. Core values include Safety and Environmental responsibility, Ethics, Diversity and Inclusion, Excellence, Service, and Innovation.

Why It Matters

For investors and stakeholders tracking ONEOK INC /NEW/, this filing contains several important signals. The filing provides shareholders with essential information regarding the upcoming annual meeting, including the date, time, and the company's strategic direction and operational philosophy. Shareholders can review ONEOK's commitment to safety, ethics, diversity, and innovation, which are crucial for understanding the company's long-term strategy and stakeholder engagement.

Risk Assessment

Risk Level: — ONEOK INC /NEW/ shows moderate risk based on this filing. The filing is a routine proxy statement for an annual meeting, containing standard corporate governance information and strategic outlook, with no immediate financial or operational red flags.

Analyst Insight

Shareholders should review the proxy statement to understand the company's strategic priorities and governance before the May 22nd annual meeting.

Key Numbers

Key Players & Entities

FAQ

When did ONEOK INC /NEW/ file this DEF 14A?

ONEOK INC /NEW/ filed this Proxy Statement (DEF 14A) with the SEC on April 3, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ONEOK INC /NEW/ (OKE).

Where can I read the original DEF 14A filing from ONEOK INC /NEW/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ONEOK INC /NEW/.

What are the key takeaways from ONEOK INC /NEW/'s DEF 14A?

ONEOK INC /NEW/ filed this DEF 14A on April 3, 2024. Key takeaways: ONEOK, Inc. filed its Definitive Proxy Statement on April 3, 2024.. The annual meeting of shareholders is scheduled for Wednesday, May 22, 2024, at 9:00 a.m. Central Time.. The company's mission is to deliver energy products and services vital to an advancing world..

Is ONEOK INC /NEW/ a risky investment based on this filing?

Based on this DEF 14A, ONEOK INC /NEW/ presents a moderate-risk profile. The filing is a routine proxy statement for an annual meeting, containing standard corporate governance information and strategic outlook, with no immediate financial or operational red flags.

What should investors do after reading ONEOK INC /NEW/'s DEF 14A?

Shareholders should review the proxy statement to understand the company's strategic priorities and governance before the May 22nd annual meeting. The overall sentiment from this filing is neutral.

How does ONEOK INC /NEW/ compare to its industry peers?

ONEOK, Inc. operates in the natural gas transmission and distribution sector, providing essential energy products and services. The company emphasizes its role in an advancing world and a transforming energy future.

Are there regulatory concerns for ONEOK INC /NEW/?

The filing is made under Schedule 14A of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

Risk Factors

Industry Context

ONEOK, Inc. operates in the natural gas transmission and distribution sector, providing essential energy products and services. The company emphasizes its role in an advancing world and a transforming energy future.

Regulatory Implications

The filing is made under Schedule 14A of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

  1. Review the full proxy statement for details on director nominees and executive compensation.
  2. Understand ONEOK's strategic priorities and core values for informed voting.
  3. Note the date and time of the Annual Meeting of Shareholders on May 22, 2024.

Key Dates

Glossary

Proxy Statement
A document filed by a company with the SEC that contains information that shareholders need to make informed decisions about matters to be voted on at a shareholder meeting. (Provides shareholders with details about the upcoming annual meeting and company governance.)
Annual Meeting of Shareholders
A yearly meeting where shareholders of a public company gather to discuss company business, elect directors, and vote on other important matters. (The primary event for which this proxy statement is issued, allowing shareholders to exercise their voting rights.)
Zero-incident culture
A safety philosophy and management approach aimed at preventing all workplace accidents and injuries. (Highlights ONEOK's commitment to employee and contractor well-being as a core value.)

Year-Over-Year Comparison

This is the initial filing of the Definitive Proxy Statement for the 2024 Annual Meeting, providing updated information on the company's governance and strategic outlook.

Filing Stats: 4,351 words · 17 min read · ~15 pages · Grade level 14.4 · Accepted 2024-04-03 06:17:46

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 12 Shareholder Actions 14 ABOUT THE 2024 ANNUAL MEETING 16 OUTSTANDING STOCK AND VOTING 20 Matters to Be Voted Upon 20 Voting 20 Quorum 20 Votes Required 21 Revoking a Proxy 21 Proxy Solicitation 21 GOVERNANCE OF THE COMPANY 22 Corporate Governance Guidelines 22 Code of Business Conduct and Ethics 22 Business Partner Code of Conduct 22 Director Independence 22 Board Leadership Structure 23 Lead Independent Director 23 Board Refreshment 23 CEO and Senior Management Succession Planning 24 Our Board and Corporate Strategy 24 Shareholder Engagement 24 Risk Oversight 24 ESG Oversight 25 Human Capital Management Oversight 25 Cybersecurity and Physical Security 26 Board and Committee Membership 28 Director Nominations 31 Director Compensation 32 Compensation Committee Interlocks and Insider Participation 34 Executive Sessions of the Board 34 Annual Board and Committee Evaluations 34 Communications with Directors 34 Complaint Procedures 34 CORPORATE SUSTAINABILITY 36 ESG Oversight 37 Environment, Safety and Health Commitment 39 Human Capital Management 42 Workforce Data 44 Community Investments 45 Political Advocacy and Oversight 45 PROPOSAL 1 — ELECTION OF DIRECTORS 47 Board Refreshment 47 Annual Election by Majority Vote 48 Board Qualifications 48 Summary of Director Qualifications and Experience 49 Board Tenure and Diversity 50 Director Nominees 51 2024 ONEOK, Inc. Proxy Statement | 5 Table of Contents PROPOSAL 2 — RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024 56 Ratification of Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 2024 56 Audit and Non-Audit Fees 56 Audit Committee Policy on Services Provided by the Independent Registered

EXECUTIVE COMPENSATION DISCUSSION

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS 60 Executive Summary 60

Executive Compensation Philosophy

Executive Compensation Philosophy 62

Executive Compensation Methodology

Executive Compensation Methodology 63 Components of Compensation 66 2023 Compensation Decisions 68 2023 Short-Term Incentive Awards 68 2023 Long-Term Incentive Awards 71 Payout of 2020-2023 Performance Units 72 Clawback Policy 73 Securities Trading Policy 73 Share-Ownership Guidelines 74 Change in Control Benefits 74 Internal Revenue Service Limitations on Deductibility of Executive Compensation 75 2024 Report of the Executive Compensation Committee 75 Named Executive Officer Compensation 76 2023 Grants of Plan-Based Awards 78 Outstanding Equity Awards 79 Stock Vested 80 Pension Benefits 81 Potential Post-Employment Payments and Payments Upon a Change in Control 84 2023 CEO Pay Ratio 87 PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION 88 Introduction 88 Our Executive Compensation Program 88 Vote Required and Board Recommendation 89 RELATED-PERSON TRANSACTIONS 90 SEC PAY VERSUS PERFORMANCE DISCLOSURE 91 SHAREHOLDER PROPOSALS 94 ANNUAL REPORT ON FORM 10-K 94 OTHER MATTERS 94 2024 ONEOK, Inc. Proxy Statement | 6 Table of Contents Safe Harbor For Forward-Looking Statements Any statements in this proxy statement that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, including with respect to the benefits of the acquisition of Magellan Midstream Partners are forward -looking statements made under the provision of the "Safe Harbor" section of the Private Securities Litigation Reform Act of 1995. Forward -looking statements may include words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "goal," "guidance," "intend," "may," "might," "outlook," "plan," "potential," "project," "scheduled," "should," "target," "will," "would" and other words and terms of similar meaning. Although we believe that our expectations regarding f

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Program Design A principal feature of our compensation program is the determination of executive pay by our Executive Compensation Committee (referred to throughout this Proxy Statement as the "Executive Compensation Committee" or the "Committee") and Board of Directors based on a comprehensive review of quantitative and qualitative factors designed to achieve long -term business success. Our executive compensation program is designed to attract, motivate and retain the key executives who drive our success and who are leaders in the industry, to reward for individual and company performance and to align the long -term interests of our executive officers with those of our shareholders. Our compensation philosophy and related governance features are summarized below. WHAT WE DO: Compensation Program Continuity —Our shareholders have provided strong support for our compensation program over the years. The components of our executive compensation program have remained substantially the same for several years. We believe our program is designed appropriately, is well aligned with the interests of our shareholders and is instrumental to achieving our business goals. We periodically evaluate the effectiveness of our program and its alignment with our business strategy. Independent Committee Determination —Our Executive Compensation Committee, composed solely of independent directors, makes all compensation recommendations regarding our named executive officers. These recommendations are then submitted to the Board for its consideration and approval. Prudent Risk Management —The Committee designs compensation programs and sets compensation targets intended to discourage excessive risk-taking. Pay for Performance —A significant portion of the compensation for our named executive officers is in the form of at-risk, variable compensation based on company and individual performance, with a focus on creating long-term shareholder

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