ONEOK INC NEW
For the period ended May 21, 2025. Filed Apr 2, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2025 · Filed Apr 2, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
ONEOK, Inc.
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
MISSION
We deliver energy products and services vital to an advancing world.
VISION
To create exceptional value for our stakeholders by providing solutions for a transforming energy future.
CORE VALUES
| SAFETY AND ENVIRONMENTAL | EXCELLENCE | |
| We commit to a zero-incident culture for the well-being of our employees, contractors and communities and to operate in an environmentally responsible manner. | We hold ourselves and others accountable to a standard of excellence through continuous improvement and teamwork. | |
|---|---|---|
| ETHICS | SERVICE | |
| We act with honesty, integrity and adherence to the highest standards of personal and professional conduct. | We invest our time, effort and resources to serve each other, our customers and communities. | |
| INCLUSION AND DIVERSITY | INNOVATION | |
| We respect the uniqueness and worth of each individual, and we believe that an inclusive and diverse workforce is essential for a sense of belonging, engagement and performance. | We seek to develop creative solutions by leveraging collaboration through ingenuity and technology. |
At ONEOK (NYSE: OKE), we deliver energy products and services vital to an advancing world. We are a leading midstream service provider ofgathering,
processing, fractionation, transportation, storage and marine export services. As one of the largest diversified energy infrastructure companies in North
America, we are delivering energy that makes a difference in the lives of people in the U.S. and around the world. Through our now approximately 60,000-
mile pipeline network, we transport the natural gas, natural gas liquids, refined products and crude oil that help meet domestic and international energy
demand, contribute to energy security and provide safe, reliable and responsible energy solutions needed today and into the future.
ONEOK is an S&P 500 company headquartered in Tulsa, Oklahoma.
For information about ONEOK, visit the website: www.oneok.com.
For the latest news about ONEOK, find us on LinkedIn, Facebook, X and Instagram.
DEAR SHAREHOLDER
At ONEOK, our commitment to responsible operations, meaningful engagements with our
stakeholders and a willingness to adapt have remained paramount throughout our long history.
We continue to embrace our philosophy of continuous improvement by working to enhance our
operations and disclosures in these areas.
You are cordially invited to attend the annual meeting of shareholders of ONEOK, Inc., which will be held at
9:00 a.m. Central Daylight Time on Wednesday, May 21,2025. This year’s meeting will be held as a virtual
meeting only and will be conducted via live webcast. You will not be able to attend the annual meeting
in person.
By continuing to hold our annual meeting virtually, our shareholders will be able to join us from any location
around the world, enabling increased shareholder attendance and participation, providing a cost savings to
both us and our shareholders while contributing to our sustainability efforts by reducing the environmental
footprint of our annual meeting.
Information on how to virtually attend and participate in the annual meeting online via the live webcast
platform is provided under “About the 2025 Annual Meeting” in the accompanying proxy statement.
ANNUAL MEETING
The matters to be considered and voted on at the meeting are set forth in the accompanying notice of the
annual meeting and are described in the accompanying proxy statement. A copy of our 2024 annual report
to shareholders is also enclosed. A report on our 2024 performance will be presented at the meeting.
VOTING
We look forward to welcoming as many of our shareholders as possible to the live webcast of our annual
meeting. We know, however, that most of our shareholders will be unable to attend. Therefore, proxies are
being solicited so that each shareholder has an opportunity to vote by proxy. You can authorize a proxy
over the internet or by telephone. Instructions for using these convenient services are included in the proxy
statement and on the proxy card. Of course, if you prefer, you may vote by mail by signing, dating and
returning the enclosed proxy card in the enclosed postage-paid envelope.
If your shares are held through a broker or similar person, unless you provide them with voting
instructions, your shares will not be voted in the election of directors or in certain other important
proposals as described in the accompanying proxy statement. Consequently, please provide your
voting instructions to your broker or similar person in a timely manner to ensure that your shares
will be voted.
Regardless of the number of shares you own, your vote is important. I urge you to submit your proxy
or voting instructions as soon as possible so that you can be sure your shares will be voted.
Thank you for your investment in ONEOK and your continued support.
Very truly yours,
Julie H. EdwardsBoard Chair
This year, as always, we
gather to review our
company's performance,
discuss our strategic
direction, and reaffirm
our commitment to
delivering long-term
value for you, our valued
stakeholders.
Julie H. Edwards
Board Chair
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| 2025 ONEOK, Inc. Proxy Statement | 3 |
|---|
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
ITEMS OFBUSINESS
| 1 | To consider and vote on the election of the ten director nominees named in the accompanying proxy statement to serve on our Board of Directors. | FOR |
| 2 | To consider and vote on the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of ONEOK, Inc., for the year ending December 31, 2025. | FOR |
| 3 | To consider and vote to approve the ONEOK, Inc. 2025 Equity Incentive Plan. | FOR |
| 4 | To consider and vote to approve the ONEOK, Inc. 2025 Employee Stock Award Program. | FOR |
| 5 | To consider and vote on our executive compensation on a non-binding, advisory basis. | FOR |
| 6 | To consider and vote on such other business as may come properly before the meeting or any adjournment or postponement of the meeting. |
These matters are described more fully in the accompanying proxy statement.
YOUR VOTE IS IMPORTANT
The vote of every shareholder is important. The Board of Directors appreciates the cooperation of
shareholders in directing proxies to vote at the meeting. To make it easier for you to vote, internet and
telephone voting are available. The instructions in the accompanying proxy statement and attached to your
proxy card describe how to use these convenient voting methods. Of course, if you prefer, you may vote by
mail by completing your proxy card and returning it in the enclosed, postage-paid envelope. You may
revoke your proxy at any time by following the procedures set forth in the accompanying proxy statement.
Whether or not you expect to virtually attend the meeting, we urge you to vote your shares at your
earliest convenience. This will ensure the presence of a quorum at the meeting. Voting your shares
promptly, via the internet, by telephone, or by signing, dating and returning the enclosed proxy card
will save us the expense of additional solicitation.
By order of the Board of Directors,
Patrick W. Cipolla
Secretary
Tulsa, Oklahoma
TIME AND DATEMay 21, 20259:00 a.m. Central Daylight Time
VIRTUAL MEETINGRegister online at www.proxydocs.com/oke
RECORD DATEMarch 24, 2025Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the annual meeting.
Important Notice Regarding Internet Availability of Proxy Materials for the Shareholder Meeting to be held on May 21, 2025. This notice of annual meeting, proxy statement, form of proxy, and our 2024 annual report to shareholders are being distributed and made available on or about April 2, 2025. This proxy statement and our 2024 annual report to shareholders are also available on our website at www.oneok.com.Additionally, you may access this proxy statement and our 2024 annual report at www.proxydocs.com/oke.
| 4 | 2025 ONEOK, Inc. Proxy Statement |
This proxy statement describes important issues affecting our company and is furnished in connection with the solicitation of proxies by our Board of
Directors for use at our 2025 annual meeting of shareholders to be held at the time and place set forth in the accompanying notice. The approximate
date of the mailing of this proxy statement and accompanying proxy card is April 2, 2025.
| SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS | 6 |
|---|---|
| WEB LINKS | 6 |
| SUMMARY PROXY INFORMATION | 7 |
| ABOUT THE 2025 ANNUAL MEETING | 17 |
| OUTSTANDING STOCK AND VOTING | 23 |
| Matters to Be Voted Upon | 23 |
| Voting | 23 |
| Quorum | 24 |
| Votes Required | 24 |
| Revoking a Proxy | 25 |
| Proxy Solicitation | 25 |
| GOVERNANCE OF THE COMPANY | 26 |
| Corporate Governance Guidelines | 26 |
| Code of Business Conduct and Ethics | 26 |
| Business Partner Code of Conduct | 27 |
| Director Independence | 27 |
| Board Leadership Structure | 27 |
| Lead Independent Director | 28 |
| Board Refreshment | 28 |
| CEO and Senior Management Succession Planning | 28 |
| Corporate Strategy | 28 |
| Shareholder Engagement | 29 |
| Risk Oversight | 29 |
| ESG Oversight | 30 |
| Human Capital Management Oversight | 30 |
| Cybersecurity and Physical Security | 31 |
| Board and Committee Membership | 32 |
| Director Nominations | 35 |
| Director Compensation | 37 |
| Compensation Committee Interlocks and Insider Participation | 39 |
| Executive Sessions of the Board | 39 |
| Annual Board and Committee Evaluations | 39 | |
|---|---|---|
| Communications with Directors | 40 | |
| Complaint Procedures | 40 | |
| CORPORATE SUSTAINABILITY | 41 | |
| ESG Oversight | 42 | |
| Environment, Safety and Health Commitment | 44 | |
| Human Capital Management | 48 | |
| Workforce Data | 50 | |
| Community Investments | 51 | |
| Political Advocacy and Oversight | 52 | |
| PROPOSAL 1: Election of Directors | 53 | |
| Board Refreshment | 53 | |
| Annual Election by Majority Vote | 53 | |
| Board Qualifications | 54 | |
| Board Tenure and Composition | 56 | |
| Director Nominees | 58 | |
| PROPOSAL 2: Ratify the Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the Year Ending December 31, 2025 | 68 | |
| Ratification of Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 2025 | 68 | |
| Audit and Non-Audit Fees | 69 | |
| Audit Committee Policy on Services Provided by the Independent Registered Public Accounting Firm | 69 | |
| 2025 Report of the Audit Committee | 70 | |
| STOCK OWNERSHIP | 71 | |
| Holdings of Major Shareholders | 71 | |
| Holdings of Officers and Directors | 72 | |
| Delinquent Section 16(a) Reports | 72 |
| 2025 ONEOK, Inc. Proxy Statement | 5 |
|---|
Table of Contents
| EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | 73 | |
|---|---|---|
| Executive Summary | 73 | |
| Executive Compensation Philosophy | 76 | |
| Executive Compensation Methodology | 77 | |
| Components of Compensation | 82 | |
| 2024 Compensation Decisions | 83 | |
| 2024 Short-Term Incentive Awards | 84 | |
| 2024 Long-Term Incentive Awards | 88 | |
| Payout of 2021-2024 Performance Units | 89 | |
| Clawback Policy | 90 | |
| Securities/Insider Trading Policy | 90 | |
| Share-Ownership Guidelines | 91 | |
| Change in Control Benefits | 91 | |
| Internal Revenue Service Limitations on Deductibility of Executive Compensation | 92 | |
| 2025 Report of the Executive Compensation Committee | 92 | |
| Named Executive Officer Compensation | 93 | |
| 2024 Grants of Plan-Based Awards | 95 | |
| Outstanding Equity Awards | 96 | |
| Stock Vested | 97 | |
| Pension Benefits | 98 | |
| Potential Post-Employment Payments and Payments Upon a Change in Control | 100 | |
| 2024 CEO Pay Ratio | 104 | |
| PROPOSAL 3: Approval of the ONEOK, Inc. 2025 Equity Incentive Plan | 105 | |
| Introduction | 105 | |
| Important Governance Features and Practices | 106 | |
| Shares to be Authorized Under the Plan | 107 | |
| Summary of the Plan | 108 | |
| U.S. Federal Income Tax Consequences | 112 | |
| New Plan Benefits | 113 | |
| Vote Required and Board of Directors Recommendation | 113 |
| PROPOSAL 4: Approval of the ONEOK, Inc. 2025 Employee Stock Award Program | 114 | |
| Introduction | 114 | |
|---|---|---|
| Shares to Be Authorized Under the Program | 114 | |
| Summary of the 2025 ESAP | 115 | |
| U.S. Federal Income Tax Consequences | 116 | |
| New Plan Benefits | 117 | |
| Vote Required and Board of Directors Recommendation | 117 | |
| PROPOSAL 5: Advisory Vote on Executive Compensation | 118 | |
| Introduction | 118 | |
| Our Executive Compensation Program | 118 | |
| Vote Required and Board of Directors Recommendation | 119 | |
| EQUITY COMPENSATION PLAN INFORMATION | 120 | |
| RELATED-PERSON TRANSACTIONS | 121 | |
| PAY VERSUS PERFORMANCE DISCLOSURE | 122 | |
| Pay Versus Performance Tabular List of Most Important Financial Performance Measures | 124 | |
| SHAREHOLDER PROPOSALS | 125 | |
| OTHER MATTERS | 125 | |
| APPENDIX A: ONEOK, INC. 2025 EQUITY INCENTIVE PLAN | 126 | |
| APPENDIX B: ONEOK, INC. 2025 EMPLOYEE STOCK AWARD PROGRAM | 141 |
| 6 | 2025 ONEOK, Inc. Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.