OKE 2014 Annual Meeting of Shareholders



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)
May 23, 2014
(Date of earliest event reported)
May 21, 2014

ONEOK, Inc.
(Exact name of registrant as specified in its charter)

Oklahoma
 
001-13643
 
73-1520922
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

100 West Fifth Street; Tulsa, OK
(Address of principal executive offices)

74103
(Zip code)

(918) 588-7000
(Registrant’s telephone number, including area code)

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:

[] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.07
 
Submission of Matters to a Vote of Security Holders
 
 
 
 
 
 
We held our 2014 annual meeting of shareholders on May 21, 2014. The matters voted upon at the meeting and the results of such voting are set forth below.
 
 
 
 
 
1. The individuals set forth below were elected to the Board of Directors of the Company by a majority of the votes cast to serve one-year terms expiring at our 2015 annual meeting of shareholders as follows:
 
 
 
 
 
 
Director
Votes For
Votes Against
Abstain
Broker Non-Votes
 
 
 
 
 
James C. Day
160,310,334
1,329,583
757,793
22,917,779
Julie H. Edwards
160,534,431
1,136,805
726,474
22,917,779
William L. Ford
158,708,712
2,933,724
755,274
22,917,779
John W. Gibson
157,333,676
4,351,022
713,012
22,917,779
Bert H. Mackie
158,639,731
2,926,029
831,950
22,917,779
Steven J. Malcolm
160,415,592
1,206,046
776,072
22,917,779
Jim W. Mogg
159,889,746
1,701,892
806,073
22,917,779
Pattye L. Moore
159,499,475
2,174,487
723,749
22,917,779
Gary D. Parker
159,120,529
2,509,943
767,238
22,917,779
Eduardo A. Rodriguez
160,232,624
1,373,066
792,020
22,917,779
Terry K. Spencer
159,616,331
1,999,871
781,509
22,917,779
 
 
 
 
 
 
 
 
 
 
2. The appointment of PricewaterhouseCoopers LLP as independent auditor for the Company for the fiscal year ending December 31, 2014, was ratified by a majority of the votes cast as follows:
 
 
 
 
 
 
 
 
Votes For
183,383,319
Votes Against 
1,130,167
Abstain
802,004
 
 
 
 
 
 
 
3. The advisory vote on compensation paid to our named executive officers as disclosed in our Proxy Statement for the 2014 annual meeting, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved by a majority of the votes cast as follows:
 
 
 
 
 
 
 
 
Votes For
155,147,039
Votes Against
4,501,439
Abstain
2,748,951
Broker Non-Votes
22,918,061
 
 
 
 
 
 
 
4. The shareholder proposal regarding publication of a report on methane emissions was not approved by a majority of the votes cast as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
Votes For
42,774,027
Votes Against
96,554,474
Abstain
23,068,927
Broker Non-Votes
22,918,061
 



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Item 7.01
 
Regulation FD Disclosure
 
 
 
 
 
On May 21, 2014, we released a summary of the remarks made by Terry K. Spencer, president and chief executive officer, at our annual meeting of shareholders on May 21, 2014, regarding our 2013 performance, dividend growth expectations through 2016 and highlights of our commitment to environmental, safety and health performance. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information disclosed in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
 
 
 
Item 9.01
 
Financial Statements and Exhibits
 
 
 
 
(d)
Exhibits
 
 
 
Exhibit
Number
Description
 
 
99.1
 
News release issued by ONEOK, Inc. dated May 21, 2014 - Summary of President and CEO Remarks.


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SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 
 
 
ONEOK, Inc.
 
 
 
 
Date:
May 23, 2014
By:
/s/ Derek S. Reiners
 
 
 
Derek S. Reiners
Senior Vice President,
Chief Financial Officer and
Treasurer


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EXHIBIT INDEX


Exhibit
Number
Description
 
 
99.1
 
News release issued by ONEOK, Inc. dated May 21, 2014 - Summary of President and CEO Remarks.



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