WILLIAMS COMPANIES INC
For the period ended Apr 30, 2024. Filed Mar 20, 2024.
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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.
Apr 30, 2024 · Filed Mar 20, 2024
Contents
Table of Contents
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
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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 |
| The Williams Companies, Inc. | |
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| ☒ | 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 |
Chair and CEO Letter
MARCH 20, 2024
Dear Fellow Williams Stockholder,
We are extremely proud of the company’s exceptional track record of safely, reliably and responsibly delivering natural gas, which has become an essential element in keeping America’s economy strong, our lights on and our homes warm. Every day, our growing, large-scale pipeline network moves a third of the nation’s natural gas to where it’s needed most as we continue to develop infrastructure to keep up with the fast-growing demand for low-carbon and affordable energy solutions.
Our natural gas-focused strategy delivered excellent financial results in 2023 with contracted transmission capacity, gathering volumes and Adjusted EBITDA surpassing previous highs, once again demonstrating our ability to grow despite low natural gas prices. We maintained a strong balance sheet and returned $2.179 billion (without buybacks) in attractive dividends to shareholders while also executing on $130 million of opportunistic share buybacks within our repurchase program. Our latest increase in the dividend and expected five-year compounded annual growth rate of 6% places Williams at the top quartile within the S&P 500 – and worth noting that 2024 marks the 50 th consecutive year of dividend payments.
Our continued strong financial performance speaks for itself, but we are even more excited about the future as we invest in high-return growth opportunities to serve America’s growing demand for clean energy, while doubling down on our responsibilities as an energy industry leader. Most notably, we:
| • | Reported GAAP EPS growth of 60% in 2023 versus 2022 and delivered Adjusted EPS CAGR of 19% over the past five years, all while maintaining our strong credit metrics. |
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| • | Reached record gathering volumes and record gas transmission capacity, which grew 6% and 32% respectively. |
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| • | Advanced 10 FERC-regulated expansion projects through the permitting process and won contracts for the largest economic expansion ever on Transco, already the nation’s largest gas transmission network. |
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| • | Integrated MountainWest Pipeline, adding approximately 8 billion cubic feet per day of transmission capacity, as well as storage, to our portfolio and enhancing access to the Rockies and West Coast markets. |
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| • | Acquired a strategically located natural gas storage portfolio on the Gulf Coast with 115 billion cubic feet of capacity and direct access to growing natural gas and LNG markets. |
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| • | Completed two strategic transactions that dramatically grew our position in the DJ Basin, consistent with the company’s strategy of maintaining a top position in its areas of operation. |
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| • | Recognized by S&P Global, Sustainalytics, MSCI and Dow Jones Sustainability Index for our commitment to transparency, strong governance and environmental performance; achieved an upgraded ‘A-’ score on the 2023 CDP Climate Change Questionnaire, exceeding the sector and regional averages of a ‘C’. |
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While proud of what we have accomplished, we know we have more to do as a midstream leader. Mark our words, we are committed to continually improving our understanding of the needs and priorities of the people who our business touches, including customers, employees and communities where we operate, and shareholders like you.
To that end, on behalf of Williams and the Board of Directors, we cordially invite you to our annual meeting of Stockholders on April 30, 2024, at 2 p.m. Central Daylight Time. During the virtual meeting where all are welcome, we’ll cover the items of business described in the pages that follow as well as provide a company update and question-and-answer session. We thank you for your investment and support of Williams.
Sincerely,
| Alan S. Armstrong | Stephen W. Bergstrom |
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| Chief Executive Officer | Chairman of the Board |
Notice of the 2024 Annual Meeting of Stockholders
| Date & Time Tuesday, April 30, 2024 at 2:00 p.m. CDT Place & How to Attend This year’s annual meeting of stockholders (“Annual Meeting”) will be conducted online via live, audio webcast at www.meetnow.global/MA5CYUJ. There will be no in-person meeting. If you are (i) a stockholder of record or (ii) a beneficial holder who has obtained a control number from Computershare (each of (i) and (ii) is a “Voting Eligible Party”), then select “Join Meeting Now,” enter your control number located on the Notice of Internet Availability of Proxy Materials, your proxy card, or received from Computershare and enter your first and last name and your email address. If you are not a Voting Eligible Party, select “Guest,” enter your first and last name, and enter your email address. Record Date March 7, 2024. Stockholders of record at the close of business on this date are entitled to receive notice of and to participate and vote at the Annual Meeting or any adjournments or postponements. · Agenda | |||
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| PROPOSAL · BOARDRECOMMENDATION · PAGE | |||
| BOARD PROPOSALS | |||
| 1. | Elect 12 Director Nominees for a One-year Term. | FOR each nominee | 10 |
| 2. | Approve, on an Advisory Basis, the Compensation of our Named Executive Officers. | FOR | 59 |
| 3. | Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2024. | FOR | 96 |
| 4. | Approve the Adoption of the Amended and Restated Certificate of Incorporation of The Williams Companies, Inc. to Limit the Liability of Certain Officers as Permitted by Law. | FOR | 99 |
| STOCKHOLDER PROPOSAL | |||
| 5. | Vote on a Stockholder Proposal Requesting the Company Issue a Report Assessing Policy Options Related to Venting and Flaring, if Properly Presented at the Annual Meeting. | AGAINST | 101 |
| 6. | Transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | — | — |
How to Vote
| By Internet Vote via the Internet at www.envisionreports. com/wmb. | By Mail If you received a printed version of the proxy materials, mark, sign, date, and return the proxy card in the enclosed postage-paid envelope. | By Phone Call toll-free 1-800- 652-VOTE (8683) in the United States, US territories or Canada. | Attend the Virtual Meeting Attend the virtual Annual Meeting (steps above) and click on the “Vote” bar. | Scan QR Code Scan the QR code on your proxy card. |
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For further instructions on voting, please see the “Questions and Answers about the Annual Meeting and Voting” section of the proxy statement, refer to the Notice of Annual Meeting you received in the mail, or, if you received a printed version of the proxy materials by mail, refer to the enclosed proxy card. Please refer to the proxy statement for a detailed explanation of the matters being submitted to a vote of the stockholders.
By Order of the Board of Directors,
| Robert E. Riley, Jr. Vice President and Assistant General Counsel – Corporate Secretary and Corporate Strategic Development March 20, 2024 | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2024 We encourage you to access and review all of the important information contained in the proxy materials before voting. The Notice of Annual Meeting, 2024 proxy statement, and 2023 Annual Report, which includes a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Annual Report”), are available at www.edocumentview.com/wmb. |
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Williams Companies | 2024 Proxy Statement
Table of Contents
| EXECUTIVE SUMMARY | 1 |
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| ELECTION OF DIRECTORS | 10 |
| Proposal 1: Elect 12 Director Nominees for a One-year Term. | 10 |
| Director Nominee Skills, Experience, and Attributes | 11 |
| Director Independence | 24 |
| Director Compensation | 25 |
| CORPORATE GOVERNANCE | 28 |
| Overview | 28 |
| Building an Effective Board | 29 |
| Creating an Effective Board Structure | 33 |
| Executing on Effective Corporate Governance | 36 |
| SPOTLIGHT ON CORPORATE SUSTAINABILITY | 50 |
| EXECUTIVE COMPENSATION APPROVAL | 59 |
| Proposal 2: Approve, on an Advisory Basis, the Compensation of our Named Executive Officers. | 59 |
| COMPENSATION DISCUSSION AND ANALYSIS | 60 |
| EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION | 81 |
| AUDITOR APPROVAL | 96 |
| Proposal 3: Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024. | 96 |
| CHARTER AMENDMENT | 99 |
| Proposal 4: Approve the Adoption of the Amended and Restated Certificate of Incorporation of The Williams Companies, Inc., to Limit the Liability of Certain Officers as Permitted by Law. | 99 |
| STOCKHOLDER PROPOSAL | 101 |
| Proposal 5: Vote on a Stockholder Proposal Requesting the Company Issue a Report Assessing Policy Options Related to Venting and Flaring, if Properly Presented at the Annual Meeting. | 101 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 106 |
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| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 108 |
| APPENDIX A: NON-GAAP RECONCILIATIONS | A-1 |
| APPENDIX B: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE WILLIAMS COMPANIES, INC. | B-1 |
| Environmental, Social and Governance (“ESG”) Topics | |
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| Board Diversity | 3 |
| Climate Commitment | 51 |
| Code of Conduct for Suppliers and Contractors | 37 |
| Cybersecurity | 47 |
| Diversity and Inclusion | 56 |
| EEO-1 Survey Data | 56 |
| Human Rights Policy and Statement | 37 |
| Our Compensation Best Practices | 8 |
| Our Governance Best Practices | 6 |
| Political Advocacy and Contributions | 46 |
| Stockholder Engagement | 45 |
| Sustainability Report | 58 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.