ONEOK INC /NEW/
For the period ended May 20, 2026. Filed Apr 1, 2026.
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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 20, 2026 · Filed Apr 1, 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 |
Dear Shareholder
At ONEOK, our commitment to responsible operations, disciplined and intentional growth and meaningful engagements with our stakeholders has remained paramount throughout our long history. We continue to embrace our philosophy of continuous improvement by working to enhance our operations in every area.
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 20, 2026. Our annual meeting will be held, as in prior years, 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 2026 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 report on our 2025 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 or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you previously received our Notice of Internet Availability of Proxy Materials, instructions regarding how you can vote are contained in that notice. Further instructions for using all of these convenient services are also included in the accompanying proxy statement.
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 bevoted.
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
| ONEOK 2026 Proxy Statement | 1 |
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Notice of 2026 Annual Meeting of Shareholders
Items of Business
| 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 |
|---|---|
| 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, 2026. | FOR |
| To consider and vote on the approval of our executive compensation on a non-binding, advisory basis. | FOR |
We will also 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. If you previously received our Notice of Internet Availability of Proxy Materials, instructions regarding how you can vote are contained in that notice. If you received a proxy card, you may vote by mail by completing your proxy card and returning it in the enclosed, postage-paid envelope. Further instructions describing how to use these convenient voting methods are also included in the accompanying proxy statement. 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 if you received a proxy card, by signing, dating and returning the enclosed proxy card will save us the expense of additional solicitation.
By order of the Board of Directors,
Sarah M. Rechter
Secretary
Tulsa, Oklahoma
Time and DateMay 20, 20269:00 a.m. Central Daylight Time
Virtual MeetingRegister online atwww.proxydocs.com/oke
Record DateMarch 23, 2026Only 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 20, 2026.This notice of annual meeting, proxy statement, and our 2025 annual report to shareholders are being released to shareholders on or about April 1, 2026. This proxy statement and our 2025 annual report to shareholders are available on our website at www.oneok.com and www.proxydocs.com/oke.
| ONEOK 2026 Proxy Statement | 3 |
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Table of Contents
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 2026 annual meeting of shareholders to be held at the time and place set forth in the accompanying notice.
| Safe Harbor for Forward-Looking Statements | 5 | |
|---|---|---|
| Web Links | 5 | |
| Summary Proxy Information | 6 | |
| About the 2026 Annual Meeting | 16 | |
| Outstanding Stock and Voting | 22 | |
| Matters to Be Voted Upon | 22 | |
| Voting | 22 | |
| Quorum | 23 | |
| Votes Required | 23 | |
| Revoking a Proxy | 24 | |
| Proxy Solicitation | 24 | |
| Governance of the Company | 25 | |
| Corporate Governance Guidelines | 25 | |
| Code of Business Conduct and Ethics | 25 | |
| Business Partner Code of Conduct | 26 | |
| Director Independence | 26 | |
| Board Leadership Structure | 26 | |
| Lead Independent Director | 27 | |
| Board Refreshment | 27 | |
| CEO and Senior Management Succession Planning | 27 | |
| Corporate Strategy | 28 | |
| Shareholder Engagement | 28 | |
| Risk Oversight | 28 | |
| Corporate Sustainability Oversight | 29 | |
| Human Capital Management Oversight | 30 | |
| Cybersecurity and Physical Security | 30 | |
| Board and Committee Membership | 32 | |
| Director Nominations | 36 | |
| 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 | |
| Corporate Sustainability Oversight | 42 | |
| Environment, Safety and Health Commitment | 44 | |
| Human Capital Management | 47 | |
| Community Investments | 49 | |
| Political Advocacy and Oversight | 50 | |
| Election of Directors | 51 | |
| Board Refreshment | 51 | |
| Annual Election by Majority Vote | 52 | |
| Board Qualifications | 52 | |
| Our Director Nominees | 53 | |
| Summary of Director Qualifications and Experience | 54 | |
| Director Nominees | 56 |
| Ratify the Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the Year Ending December 31, 2026 | 64 | |
| Ratification of Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 2026 | 64 | |
|---|---|---|
| Audit and Non-Audit Fees | 65 | |
| Audit Committee Policy on Services Provided by the Independent Registered Public Accounting Firm | 65 | |
| 2026 Report of the Audit Committee | 66 | |
| Stock Ownership | 67 | |
| Holdings of Major Shareholders | 67 | |
| Holdings of Officers and Directors | 68 | |
| Delinquent Section 16(a) Reports | 69 | |
| Executive Compensation Discussion and Analysis | 70 | |
| Executive Summary | 70 | |
| Executive Compensation Philosophy | 72 | |
| Executive Compensation Methodology | 74 | |
| Components of Compensation | 79 | |
| 2025 Compensation Decisions | 81 | |
| 2025 Short-Term Incentive Awards | 81 | |
| 2025 Long-Term Incentive Awards | 85 | |
| Payout of 2022-2025 Performance Units | 88 | |
| Clawback Policy | 88 | |
| Securities/Insider Trading Policy | 89 | |
| Share-Ownership Guidelines | 89 | |
| Change in Control Benefits | 90 | |
| Internal Revenue Service Limitations on Deductibility of Executive Compensation | 91 | |
| 2026 Report of the Executive Compensation Committee | 91 | |
| Executive Officer Compensation | 92 | |
| 2025 Grants of Plan-Based Awards | 94 | |
| Outstanding Equity Awards | 95 | |
| Stock Vested | 97 | |
| Pension Benefits | 97 | |
| Potential Post-Employment Payments and Payments Upon a Change in Control | 100 | |
| Advisory Vote to Approve Executive Compensation | 105 | |
| Introduction | 105 | |
| Our Executive Compensation Program | 105 | |
| Vote Required and Board of Directors Recommendation | 106 | |
| Related-Person Transactions | 107 | |
| Pay Versus Performance Disclosure | 108 | |
| Pay Versus Performance Tabular List of Most Important Financial Performance Measures | 110 | |
| Shareholder Proposals | 111 | |
| Other Matters | 111 |
| 4 | ONEOK 2026 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.