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ONEOK INC NEW

For the period ended May 21, 2025. Filed Apr 2, 2025.

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About this filing

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

OKE$85.19-1.2%Stored close · as of Nov 6, 2026
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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 ENVIRONMENTALEXCELLENCE
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.
ETHICSSERVICE
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 DIVERSITYINNOVATION
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

This page intentionally left blank.

2025 ONEOK, Inc. Proxy Statement3

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

ITEMS OFBUSINESS

1To 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
2To 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
3To consider and vote to approve the ONEOK, Inc. 2025 Equity Incentive Plan.FOR
4To consider and vote to approve the ONEOK, Inc. 2025 Employee Stock Award Program.FOR
5To consider and vote on our executive compensation on a non-binding, advisory basis.FOR
6To 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.

42025 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 STATEMENTS6
WEB LINKS6
SUMMARY PROXY INFORMATION7
ABOUT THE 2025 ANNUAL MEETING17
OUTSTANDING STOCK AND VOTING23
Matters to Be Voted Upon23
Voting23
Quorum24
Votes Required24
Revoking a Proxy25
Proxy Solicitation25
GOVERNANCE OF THE COMPANY26
Corporate Governance Guidelines26
Code of Business Conduct and Ethics26
Business Partner Code of Conduct27
Director Independence27
Board Leadership Structure27
Lead Independent Director28
Board Refreshment28
CEO and Senior Management Succession Planning28
Corporate Strategy28
Shareholder Engagement29
Risk Oversight29
ESG Oversight30
Human Capital Management Oversight30
Cybersecurity and Physical Security31
Board and Committee Membership32
Director Nominations35
Director Compensation37
Compensation Committee Interlocks and Insider Participation39
Executive Sessions of the Board39
Annual Board and Committee Evaluations39
Communications with Directors40
Complaint Procedures40
CORPORATE SUSTAINABILITY41
ESG Oversight42
Environment, Safety and Health Commitment44
Human Capital Management48
Workforce Data50
Community Investments51
Political Advocacy and Oversight52
PROPOSAL 1: Election of Directors53
Board Refreshment53
Annual Election by Majority Vote53
Board Qualifications54
Board Tenure and Composition56
Director Nominees58
PROPOSAL 2: Ratify the Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the Year Ending December 31, 202568
Ratification of Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 202568
Audit and Non-Audit Fees69
Audit Committee Policy on Services Provided by the Independent Registered Public Accounting Firm69
2025 Report of the Audit Committee70
STOCK OWNERSHIP71
Holdings of Major Shareholders71
Holdings of Officers and Directors72
Delinquent Section 16(a) Reports72
2025 ONEOK, Inc. Proxy Statement5

Table of Contents

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS73
Executive Summary73
Executive Compensation Philosophy76
Executive Compensation Methodology77
Components of Compensation82
2024 Compensation Decisions83
2024 Short-Term Incentive Awards84
2024 Long-Term Incentive Awards88
Payout of 2021-2024 Performance Units89
Clawback Policy90
Securities/Insider Trading Policy90
Share-Ownership Guidelines91
Change in Control Benefits91
Internal Revenue Service Limitations on Deductibility of Executive Compensation92
2025 Report of the Executive Compensation Committee92
Named Executive Officer Compensation93
2024 Grants of Plan-Based Awards95
Outstanding Equity Awards96
Stock Vested97
Pension Benefits98
Potential Post-Employment Payments and Payments Upon a Change in Control100
2024 CEO Pay Ratio104
PROPOSAL 3: Approval of the ONEOK, Inc. 2025 Equity Incentive Plan105
Introduction105
Important Governance Features and Practices106
Shares to be Authorized Under the Plan107
Summary of the Plan108
U.S. Federal Income Tax Consequences112
New Plan Benefits113
Vote Required and Board of Directors Recommendation113
PROPOSAL 4: Approval of the ONEOK, Inc. 2025 Employee Stock Award Program114
Introduction114
Shares to Be Authorized Under the Program114
Summary of the 2025 ESAP115
U.S. Federal Income Tax Consequences116
New Plan Benefits117
Vote Required and Board of Directors Recommendation117
PROPOSAL 5: Advisory Vote on Executive Compensation118
Introduction118
Our Executive Compensation Program118
Vote Required and Board of Directors Recommendation119
EQUITY COMPENSATION PLAN INFORMATION120
RELATED-PERSON TRANSACTIONS121
PAY VERSUS PERFORMANCE DISCLOSURE122
Pay Versus Performance Tabular List of Most Important Financial Performance Measures124
SHAREHOLDER PROPOSALS125
OTHER MATTERS125
APPENDIX A: ONEOK, INC. 2025 EQUITY INCENTIVE PLAN126
APPENDIX B: ONEOK, INC. 2025 EMPLOYEE STOCK AWARD PROGRAM141
62025 ONEOK, Inc. Proxy Statement
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.