WILLIAMS COMPANIES, INC.
For the period ended Apr 29, 2025. Filed Mar 19, 2025.
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Apr 29, 2025 · Filed Mar 19, 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 |
| 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 19, 2025
Dear Fellow Williams Stockholder,
Williams has a strong track record of safely, reliably, and responsibly delivering the natural gas needed to maintain America’s quality of living and economic growth. Natural gas has emerged as the leading fuel source for a variety of applications because it is clean, affordable, and dependable.
Our infrastructure plays a critical role in meeting both today’s energy demand as well as the growth we’ve seen over the past year from power generation, reshoring of energy-intensive manufacturing, and LNG exports. In fact, power generation demand has been increasing at a much higher rate than predicted, partially because of new data center loads. Our pipeline network already moves one third of the nation’s natural gas, and we are currently executing our largest portfolio of projects in the company’s history. This growth is underwritten by long-term contracts from our customers that are trying to keep up with the fast-ramping demand for one of the world’s lowest cost energy sources.
Our natural gas-focused strategy delivered tremendous financial results again in 2024, with record contracted transmission capacity, demonstrating once again our ability to grow despite low prices. We maintained a strong balance sheet and returned over $2.3 billion in dividends to stockholders, continuing our more than 50-year track record of paying dividends each quarter. We continue to deliver stockholder value, as evidenced by our 5% compound annual growth rate (“CAGR”) on our dividend and annualized total stockholder return of nearly 30% over the last five years. Looking ahead, we maintain our long-standing commitment to stockholder returns, and have increased our dividend by 5.3%.
As natural gas fundamentals continue to strengthen, we are confident that our financial performance in 2025 will excel as we place projects in service and invest in high-return growth opportunities to serve America’s growing demand for clean energy – all while maintaining our position as a responsible energy industry leader. Our most notable highlights:
| • | Achieved another year of record financial results and raised 2025 financial guidance. |
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| • | Record gas transmission capacity, up 3.4% from a record 2023, and set all-time peak days on Transco. |
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| • | Placed six expansion projects in service and announced six more. In total, we have 14 high-return transmission projects in execution today, including nearly 2.9 billion cubic feet (“Bcf”) per day of expansions on Transco. |
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| • | Constructing the Louisiana Energy Gateway gathering project to move Haynesville basin gas to rapidly growing Southeast and Gulf Coast demand. |
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| • | Commissioned large-scale facilities in the Deepwater Gulf to receive production from Chevron’s Anchor field and Shell’s Whale field. |
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| • | Integrated strategically located storage portfolio on the Gulf Coast with 115 Bcf of capacity and direct access to growing LNG markets. |
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| • | Established a Power Innovation team focused on delivering turnkey power generation solutions for data center prospects across our footprint. |
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| • | Recognized by S&P Global, MSCI, and Dow Jones Best in Class Index for our commitment to transparency, strong governance, and environmental performance; received an ‘A-’ score on the 2024 CDP Climate Change Questionnaire. |
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As the midstream leader, we are committed to continually improving our understanding of the priorities of our customers, employees, communities, and stockholders.
In that spirit, and on behalf of Williams and the Board of Directors, we cordially invite you to our annual meeting of stockholders on April 29, 2025, at 2:00 p.m. CDT. During the virtual meeting, we’ll cover the items of business described in the pages that follow, as well as provide a company update and a question-and-answer session.
Thank you for your continued support.
Sincerely,
| Stephen W. Bergstrom | Alan S. Armstrong |
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| Chairman of the Board | Chief Executive Officer |
Notice of the 2025
Annual Meeting of Stockholders
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 below) 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.
| Agenda · DATE & TIME Tuesday, April 29, 2025 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/MJXX5VF. 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 6, 2025. 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. | |||
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| PROPOSAL · BOARDRECOMMENDATION · PAGE | |||
| 1 | Elect 11 Director Nominees for aOne-year Term. | FOR each nominee | Page 9 |
| 2 | Approve, on an Advisory Basis,the Compensation of our NamedExecutive Officers. | FOR | Page57 |
| 3 | Ratify the Selection of Ernst & Young LLP asthe Company’s Independent Registered PublicAccounting Firm for the Fiscal Year endingDecember 31, 2025. | FOR | Page 91 |
| 4 | Transact such other business as may properlycome before the Annual Meeting or anyadjournments or postponements thereof. | — | — |
| By Order of the Board of Directors, Robert E. Riley, Jr. Vice President and Assistant General Counsel – Corporate Secretary and Corporate Strategic Development | March 19, 2025 | |||
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 29, 2025
We encourage you to access and review all of the important information contained in the proxy materials before voting. The Notice of Annual Meeting, 2025 proxy statement, and 2024 Annual Report, which includes a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Annual Report”), are available at www.edocumentview.com/wmb.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.