UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2015
KINDER MORGAN, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-35081 (Commission File Number) | 80-0682103 (I.R.S. Employer Identification No.) |
1001 Louisiana Street, Suite 1000
Houston, Texas 77002
(Address of principal executive offices, including zip code)
713-369-9000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described in Item 5.07 below, Kinder Morgan, Inc. (“KMI”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) on May 7, 2015. At the Annual Meeting, KMI stockholders approved, among other items: (1) the Kinder Morgan, Inc. 2015 Amended and Restated Stock Incentive Plan (the “2015 Stock Incentive Plan”); and (2) the Amended and Restated Annual Incentive Plan of Kinder Morgan, Inc. (the “2015 Annual Incentive Plan”).
2015 Stock Incentive Plan
KMI’s Board of Directors adopted the 2015 Stock Incentive Plan on January 21, 2015, subject to stockholder approval at the Annual Meeting, in order to amend and restate the Kinder Morgan, Inc. 2011 Stock Incentive Plan (the “2011 Stock Incentive Plan”). The 2015 Stock Incentive Plan amends and restates the 2011 Stock Incentive Plan to, among other things, increase the maximum number of shares available for grant under the 2015 Stock Incentive Plan by 18,000,000 shares to 33,000,000 shares, ensure the 2015 Stock Incentive Plan’s compliance with Section 162(m) of the Internal Revenue Code, and revise the definition of a “change in control.”
The 2015 Stock Incentive Plan provides for grants of stock options, restricted stock, restricted stock units, stock appreciation rights and other equity-based awards to KMI’s employees and consultants. The effective date of the 2015 Stock Incentive Plan is May 7, 2015. Awards previously granted under the 2011 Stock Incentive Plan will remain outstanding in accordance with their terms.
The 2015 Stock Incentive Plan added several performance criteria to which performance-based awards may be subject. It also revised the definition of a “change in control” to mean (i) the acquisition of securities representing 20% or more of KMI’s outstanding shares of common stock by any person other than Richard D. Kinder; (ii) a reorganization, merger or consolidation, or sale of all or substantially all of KMI’s assets, unless following such transaction (a) 50% or more of KMI’s outstanding shares of common stock (or the outstanding securities of the entity resulting from such transaction) is beneficially owned by substantially all of the persons who held such securities prior to such transaction, (b) no person, other than Mr. Kinder, one of KMI’s benefit plans or a person who beneficially owned 20% or more of KMI’s outstanding shares of common stock prior to such transaction, beneficially owns 20% or more of KMI’s outstanding shares of common stock following such transaction, and (c) at least a majority of KMI’s Board of Directors (or the governing body of the entity resulting from such transaction) were members of KMI’s “Incumbent Board” (as defined in the 2015 Stock Incentive Plan) at the time of the initial agreement or initial action by KMI’s Board of Directors providing for such transaction; (iii) the Incumbent Board ceases to constitute at least a majority of the Board then in office; or (iv) approval by KMI’s stockholders of a plan of liquidation.
A discussion of the 2015 Stock Incentive Plan is available under the heading “Item 2 - Approval of the 2015 Stock Incentive Plan” on pages 53-60 of KMI’s proxy statement filed with the Securities and Exchange Commission on March 27, 2015 (the “Proxy Statement”).
2015 Annual Incentive Plan
KMI’s Board of Directors adopted the 2015 Annual Incentive Plan on January 21, 2015, subject to stockholder approval at the Annual Meeting, in order to amend and restate the previous Annual Incentive Plan of Kinder Morgan Inc. (the “Old Plan”). The 2015 Annual Incentive Plan amends and restates the Old Plan to, among other things, ensure the 2015 Stock Incentive Plan’s compliance with Section 162(m) of the Internal Revenue Code, and revise the performance criteria and change-in-control definition to match those contained in the 2015 Stock Incentive Plan. The 2015 Annual Incentive Plan provides for the possible payment of annual cash bonuses to KMI’s executive officers and employees. The effective date of the 2015 Annual Incentive Plan is May 7, 2015.
A discussion of the 2015 Annual Incentive Plan is available under the heading “Item 3 - Approval of the 2015 Annual Incentive Plan” on pages 61-65 of the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, a total of 1,947,760,685 shares of KMI’s common stock entitled to vote were present in person or represented by proxy at the meeting, constituting a quorum for the transaction of business.
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At the Annual Meeting, KMI stockholders voted on the following proposals: (1) election of sixteen nominated directors to KMI’s Board of Directors; (2) a proposal to approve the 2015 Stock Incentive Plan, (3) a proposal to approve the 2015 Annual Incentive Plan, (4) a proposal to approve, on an advisory basis, the compensation of KMI’s named executive officers, (5) a proposal to ratify the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2015, (6) a proposal to amend and restate KMI’s certificate of incorporation, and (7) three proposals submitted by stockholders, which related to (a) a report on KMI’s response to climate change, (b) a report on methane emissions, and (c) an annual sustainability report. Final voting results are presented below.
Proposal One – Election of Directors
KMI stockholders elected sixteen directors, each to serve until KMI’s 2016 annual meeting or, if earlier, election and qualification of his or her successor.
Nominee | For | Withheld | Broker Non-Votes |
Richard D. Kinder | 1,427,523,497 | 27,590,860 | 492,646,284 |
Steven J. Kean | 1,444,125,452 | 10,988,906 | 492,646,284 |
Ted A. Gardner | 1,444,605,858 | 10,508,500 | 492,646,284 |
Anthony W. Hall, Jr. | 1,443,507,539 | 11,606,818 | 492,646,284 |
Gary L. Hultquist | 1,441,529,383 | 13,584,975 | 492,646,284 |
Ronald L. Kuehn, Jr. | 1,444,025,050 | 11,089,088 | 492,646,284 |
Deborah A. Macdonald | 1,441,105,394 | 14,008,963 | 492,646,284 |
Michael J. Miller | 1,384,973,716 | 70,140,641 | 492,646,284 |
Michael C. Morgan | 1,443,786,970 | 11,327,387 | 492,646,284 |
Arthur Reichstetter | 1,444,833,740 | 10,280,618 | 492,646,284 |
Fayez Sarofim | 1,441,035,022 | 14,079,336 | 492,646,284 |
C. Park Shaper | 1,444,071,115 | 11,043,242 | 492,646,284 |
William A. Smith | 1,442,891,471 | 12,222,886 | 492,646,284 |
Joel V. Staff | 1,442,407,619 | 12,706,739 | 492,646,284 |
Robert F. Vagt | 1,443,763,412 | 11,350,945 | 492,646,284 |
Perry M. Waughtal | 1,443,360,985 | 11,753,372 | 492,646,284 |
Proposal Two – Amended and Restated Stock Incentive Plan
KMI stockholders approved the 2015 Stock Incentive Plan, as described above under Item 5.02.
For | Against | Abstain | Broker Non-Votes |
1,419,749,637 | 30,011,216 | 5,353,547 | 492,646,284 |
Proposal Three – Amended and Restated Annual Incentive Plan
KMI stockholders approved the 2015 Annual Incentive Plan, as described above under Item 5.02.
For | Against | Abstain | Broker Non-Votes |
1,423,930,454 | 25,491,779 | 5,692,089 | 492,646,284 |
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Proposal Four – Advisory Vote on Executive Compensation
KMI stockholders approved, on an advisory basis, KMI’s compensation of its named executive officers.
For | Against | Abstain | Broker Non-Votes |
1,425,838,858 | 22,754,634 | 6,520,764 | 492,646,284 |
Proposal Five – Ratification of Selection of PricewaterhouseCoopers LLP
KMI stockholders ratified the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2015.
For | Against | Abstain | Broker Non-Votes |
1,927,840,396 | 15,332,292 | 4,587,989 | 0 |
Proposal Six – Amended and Restated Certificate of Incorporation
KMI stockholders approved an amendment and restatement of KMI’s Certificate of Incorporation.
For | Against | Abstain | Broker Non-Votes |
1,442,225,725 | 3,700,778 | 9,187,898 | 492,646,284 |
Proposal Seven – Report on KMI’s Response to Climate Change
KMI stockholders did not approve the stockholder proposal relating to a report on KMI’s response to climate change.
For | Against | Abstain | Broker Non-Votes |
282,126,908 | 985,366,983 | 187,618,080 | 492,646,284 |
Proposal Eight – Report on Methane Emissions
KMI stockholders did not approve the stockholder proposal relating to a report on methane emissions.
For | Against | Abstain | Broker Non-Votes |
279,276,639 | 945,858,308 | 229,979,416 | 492,646,284 |
Proposal Nine – Annual Sustainability Report
KMI stockholders did not approve the stockholder proposal relating to an annual sustainability report.
For | Against | Abstain | Broker Non-Votes |
375,627,301 | 855,171,906 | 224,312,763 | 492,646,284 |
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S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KINDER MORGAN, INC. | ||||
Dated: May 13, 2015 | By: | /s/ David R. DeVeau | ||||
David R. DeVeau Vice President | ||||||
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