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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 20, 2010
The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-4174
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73-0569878 |
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(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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One Williams Center, Tulsa, Oklahoma
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74172 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: 918/573-2000
Not Applicable
(Former name or former address, if changed since last report)
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
At the annual meeting of stockholders, on May 20, 2010, the stockholders of The Williams Companies,
Inc. (the Company) approved the amendment and restatement of The Williams Companies, Inc. 2007
Incentive Plan (the Plan), which previously had been approved by the Companys Board of Directors
subject to stockholder approval. The Plan permits grants of stock options including incentive stock
options, stock appreciation rights, performance shares, performance units, restricted stock,
restricted stock units, other stock-based awards, and non-equity incentive awards (collectively,
Awards). The Companys Board of Directors, the Compensation Committee of the Board of Directors,
and/or a committee consisting of the CEO (if he/she is also a member of the Board of Directors), as
applicable, have the authority to determine the type of Award as well as the amount, terms and
conditions of each Award under the Plan, subject to the limitations and other provisions of the
Plan.
The Plan is intended to allow selected employees and officers to acquire or increase equity
ownership, thereby strengthening their commitment to the Companys success and stimulating their
efforts on the Companys behalf, and to assist the Company in attracting new employees and officers
and retaining existing employees and officers. The Plan is also intended to provide annual cash
incentive compensation opportunities to designated executives that are competitive with those of
other major corporations, to optimize the profitability and growth through incentives which are
consistent with the Companys goals, to provide grantees with an incentive for excellence in
individual performance to promote teamwork among employees, officers, and non-management directors,
and to attract and retain highly qualified persons to serve as non-management directors and to
promote ownership by such non-management directors of a greater proprietary interest, thereby
aligning such non-management directors interests more closely with the interests of the
stockholders of the Company.
A total of thirty million shares of the Companys common stock are authorized for the granting of
Awards under the Plan. The number of shares available for Awards, as well as the terms of
outstanding Awards, are subject to adjustment as provided in the Plan for stock splits, stock
dividends, recapitalizations and other similar events.
The Plan will expire on May 17, 2017. The Board may from time to time, amend, alter, suspend,
discontinue or terminate the Plan, subject, in certain circumstances, to stockholder approval.
The above description of the Plan is not intended to be complete and is qualified in its entirety
by the specific language in the Plan, a copy of which is filed as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. In
addition, a more detailed summary of the Plan can be found in the
Companys Definitive Proxy Statement on Schedule 14A which
was filed with the Securities and Exchange Commission on
April 8, 2010 (the Proxy Statement).
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Restated Certificate of Incorporation
At the annual meeting of stockholders, on May 20, 2010, the stockholders of the Company approved
the amendment of the Companys Restated Certificate of Incorporation (the Restated Certificate of
Incorporation), to declassify the Board of Directors. On May 25, 2010, the Company filed an
amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of
Delaware. The Restated Certificate of Incorporation was amended to provide for the phased-in
elimination of the classification of the Companys Board of Directors and the annual election of
all directors. Also on May 25, 2010, the Company filed an Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware, thereby restating its previous
Restated Certificate of Incorporation to integrate all amendments made since the prior restatement.
The description of the amendment to the Restated Certificate of Incorporation is qualified in its
entirety by the Companys new Amended and Restated Certificate of Incorporation, a copy of which
is filed as Exhibit 3.(i)1 to this Current Report on Form 8-K and is incorporated herein by reference.
In addition, a more detailed summary of the amendment was described in the Proxy Statement.
Bylaws
On May 20, 2010, the Company amended its Bylaws. The amendment was approved by the Companys Board
of Directors contingent upon approval by the Companys stockholders, at the Companys 2010 annual
meeting of stockholders, of the Companys proposal to amend its Restated Certificate of
Incorporation to provide for the annual election of directors. The stockholders approved the
amendment to the Restated Certificate of Incorporation, and therefore the Bylaws were amended on
the date of the annual meeting. The amendment corresponds to the changes made to the Amended and
Restated Certificate of Incorporation to eliminate the Companys classified Board of Directors. The
Companys Bylaws have been restated to effect this amendment. The description below of the
amendment to the Restated Bylaws is qualified in its entirety by the Companys new Bylaws, a copy
of which is filed as Exhibit 3.(ii)1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The amendment to the Bylaws is:
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Article III, Section 1; Deletes the classified election of directors,
and phases in annual election of directors. |
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Item 5.07. Submission of Matters to a Vote of Security Holders
At the annual meeting of stockholders, on May 20, 2010, the stockholders of the Company voted on
the matters set forth below.
1. The nominees for election to the Board of Directors were elected, each for a three year term
expiring in 2013, based upon the following votes:
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Nominee |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non Votes |
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Kathleen B. Cooper |
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423,168,929 |
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10,606,267 |
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896,905 |
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70,091,482 |
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William R. Granberry |
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422,947,877 |
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10,842,479 |
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881,745 |
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70,091, 482 |
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William G. Lowrie |
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428,635,203 |
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5,144,428 |
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892,470 |
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70,019,482 |
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Joseph R. Cleveland, Juanita H. Hinshaw, Frank T. MacInnis, Steven J. Malcolm, and Janice D.
Stoney, Class I directors, continued as directors for terms expiring at the annual meeting of
stockholders in 2011, and Irl F. Engelhardt, William E. Green, W.R. Howell, and George A. Lorch,
Class II directors, continued as directors for terms expiring at the annual meeting of stockholders
in 2012.
2. The proposal to approve the amendment to the Companys Restated Certificate of Incorporation to
provide for the annual election of directors was approved based on the following votes:
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Votes For |
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501,259,691 |
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Votes Against |
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2,566,765 |
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Abstentions |
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937,127 |
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There were no broker non votes for this item
3. The proposal to approve the amendment to The Williams Companies, Inc. 2007 Incentive Plan was
approved based on the following votes:
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Votes For |
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329,097,828 |
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Votes Against |
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35,280,956 |
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Abstentions |
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7,293,317 |
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Broker Non Votes |
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70,019,482 |
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4. The proposal to ratify the appointment of Ernst & Young LLP as our independent auditors for
2010 was approved based on the following votes:
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Votes For |
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498,870,519 |
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Votes Against |
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4,866,716 |
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Abstentions |
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1,026,348 |
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There were no broker non votes for this item
5. The stockholder proposal requesting a report regarding the environmental impact of certain
fracturing operations of the Companys Exploration and Production business unit was not approved
based on the following votes:
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Votes For |
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149,237,345 |
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Votes Against |
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207,440,742 |
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Abstentions |
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77,994,014 |
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Broker Non Votes |
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70,019,482 |
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6. The stockholder proposal requesting an advisory vote related to compensation was approved based
on the following votes:
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Votes For |
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224,818,772 |
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Votes Against |
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201,474,238 |
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Abstentions |
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8,379,091 |
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Broker Non Votes |
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70,019,482 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed with this Current Report on Form 8-K:
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Exhibit 3.(i)1
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Amended and Restated Certificate of Incorporation. |
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Exhibit 3.(ii)1
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Bylaws. |
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Exhibit 99.1
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The Williams Companies, Inc. 2007 Incentive Plan(filed as
Appendix B to the Companys Definitive Proxy Statement on
Schedule 14A, filed April 8, 2010 and incorporated herein by
reference). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Williams has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE WILLIAMS COMPANIES, INC.
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Date: May 26, 2010 |
By: |
/s/ La Fleur C. Browne
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La Fleur C. Browne |
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Assistant General Counsel and Corporate
Secretary |
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INDEX TO EXHIBITS
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Exhibit No. |
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Description |
Exhibit 3.(i)1
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Amended and Restated Certificate of Incorporation. |
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Exhibit 3.(ii)1
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Bylaws. |
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Exhibit 99.1
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The Williams Companies, Inc. 2007 Incentive Plan(filed as
Appendix B to the Companys Definitive Proxy Statement on
Schedule 14A, filed April 8, 2010 and incorporated herein by
reference). |
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