WILLIAMS COMPANIES, INC.
For the period ended Apr 28, 2026. Filed Mar 18, 2026.
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Apr 28, 2026 · Filed Mar 18, 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 |
(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 |
2026 Proxy Statement
Our Purpose
We’re solving one of the greatest challenges of our generation: meeting the world’s need for clean, affordable and reliable energy.
Our Values
COLLABORATIVE
We unlock our full potential when we work together — across boundaries, creating connections and leveraging our strengths.
COURAGEOUS
We are clear in our convictions and empower every employee to prioritize safety, do what is right and champion transformation.
COMPETITIVE
We win as one team — dedicated to creating value, growing our business and being the best in the energy marketplace.
CREATIVE
We challenge assumptions, engage in fresh thinking and act on new ideas.
MARCH 18, 2026
Fellow STOCKholderS,
In 2025, Williams delivered another year of strong performance. Our teams executed major projects across our system, advanced our long-term strategy, and positioned the company to meet the next generation of energy demand. None of this would be possible without the dedicated men and women who operate our assets every day — often across vast geographies and extreme conditions — to ensure the energy Americans rely on remains abundant, affordable, and reliable. Their commitment is the foundation of our success.
Alongside this performance, we completed a thoughtfully planned, multi-year transition in executive leadership, reinforcing continuity and stability as the nation’s leading natural gas infrastructure provider. Alan Armstrong was appointed executive Board Chair following a successful 14-year tenure as President and CEO. Chad Zamarin became President and CEO and joined the Board, while Stephen Bergstrom assumed the role of independent Lead Director. Together, these changes reflect our long-term approach to governance and our commitment to disciplined execution and value creation.Financial Results Underscore Business StrengthIn 2025, we delivered GAAP net income of $2.615 billion and record Adjusted EBITDA of $7.75 billion,* achieving the midpoint of guidance that we raised three times by a total of $350 million. This performance reflects disciplined execution and the enduring value of our irreplaceable natural gas infrastructure — some of the nation’s most critical assets that are strategically located to serve growing domestic demand, expanding LNG exports, and a rapidly evolving power generation landscape.Our strategy is grounded in a simple reality: the world needs more energy, and natural gas is one of the cleanest, most efficient solutions. Not only has U.S. natural gas demand increased by more than 73% since 2010, it is expected to grow by nearly 35% over the next decade, according to Wood Mackenzie. Natural gas remains the most reliable, dispatchable fuel supporting the grid and has driven more than 60% of U.S. emissions reductions over the past 15 years by displacing coal.*A reconciliation of all non-GAAP financial measures to their nearest GAAP comparable financial measures is included in Appendix A.
Williams Companies | 2026 Proxy Statement i
Stockholder Letter
A Legacy of Solving Big Energy Challenges
Natural gas demand is accelerating, yet infrastructure
has not kept pace. Constraints in pipeline capacity have
increased costs for consumers, as seen during winter
storms in the Northeast, when prices spiked despite
abundant supply and record storage levels. Those
challenges are not supply-driven — they are
infrastructure-driven. That is why we continue to
advocate for meaningful permitting reform to
modernize regulatory processes and enable the timely
development of critical energy infrastructure.
Williams’ history has prepared us well for this moment.
From building global pipeline networks in the mid-20th
century to constructing the War Emergency Pipelines
during World War II, our legacy is defined by innovation,
scale, and problem-solving. That legacy continues
today as we expand our strategic focus beyond
traditional midstream.
Power Innovation: Serving Data Centers and Next-
Gen Load
Through our power innovation platform, we are
addressing unprecedented power demand driven by
data centers, advanced computing, and AI development.
Customers need reliable generation quickly, and
Williams is uniquely positioned to deliver fully integrated,
behind-the-meter natural gas generation by leveraging
our pipeline footprint, turbine expertise, construction
capabilities, and proven reliability.
In just one year, we have commercialized multiple
large-scale projects and now have more than $7 billion
in power innovation projects under execution.
At full run rate, these projects are expected to generate approximately $1.4 billion of annual EBITDA by 2029
under long-term, take-or-pay contracts.
Raising Our Long-term Growth Outlook
Looking ahead, we are raising our long-term growth outlook to 10%-plus Adjusted EBITDA CAGR through 2030, supported by contracted, high-return projects already underway across our pipeline, storage, gathering, and power innovation portfolios. We remain committed to maintaining our investment-grade balance sheet, sustaining our more than 50-year record of dividend payments, and delivering attractive, growing returns to stockholders.
Williams is built for resilience, positioned for growth, and guided by a commitment to doing what we say we will do. We believe natural gas and our infrastructure will continue to play a central role in delivering a cleaner, more affordable energy future for decades to come.
Thank you for your investment, trust, and continued support of Williams.
| Alan S. ArmstrongExecutive Board Chair | Chad J. ZamarinPresident and Chief Executive Officer |
|---|
Customers need reliable generation quickly, and Williams is uniquely positioned to deliver fully integrated, behind-the-meter natural gas generation by leveraging our pipeline footprint, turbine expertise, construction capabilities, and proven reliability.
ii Williams Companies | 2026 Proxy Statement
Notice of the 2026 Annual Meeting of Stockholders
| How to VoteBY INTERNETVote via the Internet at www.envisionreports.com/wmb.Submit your vote no later than 11:59 p.m. on April 27, 2026.BY MAILIf you received a printed version of the proxy materials,mark, sign, date, and return the proxy card in theenclosed postage-paid envelope.Proxy card must be received by April 27, 2026.BY PHONE Call toll-free 1-800-652-VOTE (8683) in the United States,US territories or Canada.Submit your vote no later than 11:59 p.m. on April 27, 2026.ATTEND THEVIRTUAL MEETINGAttend the virtual annual meeting (steps set forth in the right hand column) and click on the “Vote” bar.SCAN QR CODE Scan the QR code on your proxy card.Submit your vote no later than 11:59 p.m. on April 27, 2026. | 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 voteof the stockholders. | |
|---|---|---|
| DATE & TIMETuesday, April 28, 2026 at 2:00 p.m. CDTPLACE & HOW TO ATTENDThis year’s annual meeting of stockholders (“Annual Meeting”) will be conducted online via live, audio webcast at www.meetnow.global/MHFNMG4. 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 DATEMarch 3, 2026. 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. |
Williams Companies | 2026 Proxy Statement iii
| Agenda | ||
|---|---|---|
| PROPOSAL | PAGE | BOARD RECOMMENDATION |
| 1 · Elect 11 Director Nominees for a One-year Term. · Page 10 · FOReach nominee | ||
| 2 · Approve, on an Advisory Basis, the Compensation of our NamedExecutive Officers. · Page 51 · FOR | ||
| 3 · Approve the Amendment and Restatement of The Williams Companies, Inc. 2007 Incentive Plan to Increase the Number of Issuable Shares from 50,000,000 to 85,000,000, Remove the Plan Expiration Date, Increase the Annual Director Equity Grant Limit, Eliminate Share Recycling for Tax Withholding, Remove Certain Change in Control Provisions, and Make Other Amendments. · Page 88 · FOR | ||
| 4 · Approve the Amendment and Restatement of The Williams Companies, Inc. 2007 Employee Stock Purchase Plan to Increase the Number of Issuable Shares from 5,200,000 to 7,200,000, Extend the Term Six Years, and Make Other Amendments. · Page 97 · FOR | ||
| 5 · Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2026. · Page 102 · FOR | ||
| 6 | Transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | — |
By Order of the Board of Directors,
Robert E. Riley, Jr.
Vice President and Assistant General Counsel – Corporate Secretary | March 18, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 28, 2026
We encourage you to access and review all of the important information contained in the proxy materials before voting. The Notice of Annual Meeting, 2026 proxy statement, and 2025 Annual Report, which includes a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Annual Report”), are available at www.edocumentview.com/wmb.
iv Williams Companies | 2026 Proxy Statement
Table of Contents
| EXECUTIVE SUMMARY | 1 |
|---|---|
| Election of directors | 10 |
| Proposal 1:Elect 11 Director Nominees for a One-year Term. | 10 |
| Director Nominee Skills, Experience, and Attributes | 11 |
| Director Independence | 23 |
| Director Compensation | 24 |
| Corporate Governance | 27 |
| Overview | 27 |
| Building an Effective Board | 28 |
| Creating an Effective Board Structure | 32 |
| Executing on Effective Corporate Governance | 34 |
| Executive Compensation Approval | 51 |
| Proposal 2:Approve, on an Advisory Basis, the Compensation of our Named Executive Officers. | 51 |
| Compensation Discussion and Analysis | 52 |
| Executive Compensation Tables and Other Information | 73 |
| Amendments to Compensation Plans | |
| Proposal 3:Approve the Amendment and Restatement of The Williams Companies, Inc. 2007 Incentive Plan to Increase the Number of Issuable Shares from 50,000,000 to 85,000,000, Remove the Plan Expiration Date, Increase the Annual Director Equity Grant Limit, Eliminate Share Recycling for Tax Withholding, Remove Certain Change in Control Provisions, and Make Other Amendments. | 88 |
| Proposal 4:Approve the Amendment and Restatement of The Williams Companies, Inc. 2007 Employee Stock Purchase Plan to Increase the Number of Issuable Shares from 5,200,000 to 7,200,000, Extend the Term Six Years, and Make Other Amendments. | 97 |
| Auditor approval | 102 |
|---|---|
| Proposal 5:Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year EndingDecember 31, 2026. | 102 |
| Security Ownership of Certain Beneficial Owners and Management | 105 |
| Questions and Answers about the Annual Meeting and Voting | 107 |
| Appendix A:Non-GAAP Reconciliations | A-1 |
| APPENDIX B:The Williams Companies, Inc. 2007 incentive plan | B-1 |
| appendix c:the Williams Companies, INc. 2007 employee stock purchase plan | C-1 |
| Frequently Asked Questions | |
|---|---|
| Clean Energy Commitments | 49 |
| Code of Conduct for Suppliers and Contractors | 35 |
| Cybersecurity | 44 |
| Human Rights Policy and Statement | 35 |
| Our Compensation Best Practices | 8 |
| Our Governance Best Practices | 6 |
| Public Policy and Political Activity | 46 |
| Stockholder Engagement | 43 |
| Sustainability Report | 50 |
Williams Companies | 2026 Proxy Statement v
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