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ONEOK INC NEW

For the period ended May 22, 2024. Filed Apr 3, 2024.

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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 22, 2024 · Filed Apr 3, 2024

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.

Notice of Annual Meeting and Proxy Statement ANNUAL MEETING OF SHAREHOLDERS WEDNESDAY, MAY 22, 2024

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 Environmental 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. Ethics We act with honesty, integrity and adherence to the highest standards of personal and professional conduct. Diversity And Inclusion We respect the uniqueness and worth of each employee, and believe that a diverse, inclusive workforce is essential for a sense of belonging, engagement and performance.Excellence We hold ourselves and others accountable to a standard of excellence through continuous improvement and teamwork. Service We invest our time, effort and resources to serve each other, our customers and communities. Innovation We seek to develop creative solutions by leveraging collaboration through ingenuity and technology.

2024 ONEOK, Inc. Proxy Statement | 1

Strategic Map

2024 ONEOK, Inc. Proxy Statement | 2

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 22, 2024. This year’s meeting will be held as a virtual meeting only, which 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 are 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 impact 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 2024 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 2023 annual report to shareholders is also enclosed. A report on our 2023 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. Edwards Board Chair

2024 ONEOK, Inc. Proxy Statement | 3

Oneok, Inc. Notice Of 2024

Annual Meeting Of Shareholders

TIME AND DATE

May 22, 2024, at 9:00 a.m. Central Daylight Time

MEETING LOCATION

Virtual meeting only. In order to virtually attend the annual meeting, shareholders must register online atwww.proxydocs.com/oke. Additional information on how to virtually attend and participate in the annual meeting is provided under “About the 2024 Annual Meeting” in the accompanying proxy statement.

ITEMS OF BUSINESS

  1. To consider and vote on the election of the 10 director nominees named in the accompanying proxy statement to serve on our Board of Directors.

  2. 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, 2024.

  3. To consider and vote on our executive compensation on a non-binding, advisory basis.

  4. To 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.

RECORD DATE

March 25, 2024. Only 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.

PROXY VOTING

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.

Important Notice Regarding Internet Availability of Proxy Materials for the Shareholder Meeting to be held on May 22, 2024. This notice of Annual Meeting, proxy statement, form of proxy, and our 2023 annual report to shareholders are being distributed and made available on or about April 3, 2023. This proxy statement and our 2023 annual report to shareholders are also available on our website atwww.oneok.com.

Additionally, you may access this proxy statement and our 2023 annual report atwww.proxydocs.com/oke.

By order of the Board of Directors,

Patrick W. Cipolla

Secretary

Tulsa, Oklahoma

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