Form 8-K WILLIAMS COMPANIES INC For: Dec 12

 

 

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): December 12, 2016

 

 

The Williams Companies, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-4174		73-0569878
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
One Williams Center, Tulsa, Oklahoma				74172
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s 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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 12, 2016, the Board of Directors of The Williams Companies, Inc. (the “Company”) appointed, effective immediately, two new independent directors to the Board: Charles I. (Casey) Cogut and Michael A. Creel.

There are no arrangements or understandings between either of Messrs. Cogut and Creel and any other person in connection with their respective appointments to the Board. There are no transactions between either of Messrs. Cogut and Creel and the Company, or any of its subsidiaries, that are reportable under Item 404(a) of Regulation S-K. At the time of this Report, the Board had not yet determined on which committees Messrs. Cogut and Creel will serve.

As non-employee directors, each of Messrs. Cogut and Creel will participate in the Company’s non-employee director compensation arrangements. Under the terms of those arrangements, they will each receive:

 

•

$110,000 annual retainer paid in quarterly cash payments.

 

•

$140,000 annual equity retainer in the form of restricted stock units which will vest after one year pursuant to The Williams Companies, Inc. Amended and Restated 2007 Incentive Plan and are subject to 60% retention until the director meets the five times annual retainer stock ownership guidelines as approved by the Compensation Committee.

The Company pays dividend equivalents on annual non-employee director equity grants. Non-employee directors have the option to defer their annual equity grants until retirement. If the director elects not to defer, shares will be distributed at the scheduled vesting date and dividends will be paid in the form of cash. If the director elects to defer vested shares until retirement, the dividends will be reinvested until such date.

As Messrs. Cogut and Creel are non-management directors who were appointed on or after August 1 but prior to the next annual meeting, each will earn compensation on a pro-rata basis. The equity award will be issued the first day of the month following appointment and the cash retainer(s) will be paid during the remaining quarterly payment dates or at the time of the next annual meeting date if no quarterly payment dates remain.

Non-employee directors are also reimbursed for certain expenses including those incurred in attending Board, committee and stockholder meetings. In addition, the Company pays premiums on directors’ and officers’ liability insurance policies.

The Company issued a press release, dated December 13, 2016, announcing the appointment of Messrs. Cogut and Creel to the Board, which press release is attached to this report as Exhibit 99.1.

 

Item 8.01

Other Events.

A copy of the press release attached as Exhibit 99.1 to this Current Report on Form 8-K is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

99.1		Press release of the Company dated December 13, 2016.

---

SIGNATURE

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.

 

THE WILLIAMS COMPANIES, INC.
By:		/s/ Joshua H. De Rienzis
Name:		Joshua H. De Rienzis
Title:		Corporate Secretary

DATED: December 14, 2016

---

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release of the Company dated December 13, 2016.

Exhibit 99.1

 

News Release			Williams (NYSE: WMB)   One Williams Center   Tulsa, OK 74172   800-Williams   www.williams.com

DATE: Dec. 13, 2016

 

MEDIA CONTACT:		INVESTOR CONTACTS:
Lance Latham, 918-573-9675		John Porter     (918) 573-0797		Brett Krieg (918) 573-4614

Williams Appoints Two New Independent Directors

 

•

Charles “Casey” Cogut and Michael Creel to Join Williams’ Board, Effective Immediately

 

•

Appointments Underscore Williams’ Commitment to Independent Leadership and Increasing Stockholder Value

 

•

Board Now Comprises 11 Directors, 10 of Whom are Independent

TULSA, Okla. – The Williams Companies, Inc. (NYSE: WMB) (“Williams”) today announced that its Board of Directors has appointed two new highly-qualified independent directors, effective immediately: Charles “Casey” Cogut and Michael A. Creel. The two new directors will stand for election at Williams’ 2017 Annual Meeting of Stockholders, scheduled for May 18, 2017.

Mr. Cogut and Mr. Creel were identified through the Board’s previously announced search process. With these appointments, the Williams Board of Directors has completed its previously announced board refreshment plan. The Williams Board now comprises 11 directors, 10 of whom are independent and seven of whom were appointed in 2016.

Mr. Cogut, recognized as one of the leading corporate lawyers in the United States, is currently senior merger and acquisitions counsel at Simpson Thacher & Bartlett LLP, where he has practiced law for more than 40 years. Over the course of his career, Mr. Cogut has specialized in domestic, international and cross-border mergers and acquisitions; corporate governance matters; the representation of special committees of boards of directors; and buyouts and other transactions involving private equity firms.

Mr. Creel is a highly-skilled and extremely-knowledgeable industry leader, having served as chief executive officer and director of the general partner of Enterprise Products Partners L.P., a leading North American provider of midstream energy services. He is a proven executive with a deep understanding of the midstream sector.

“We are pleased that these outstanding new directors will bring their diversity of perspectives and experiences, as well as their shared commitment to strong, independent corporate leadership, to the Williams Board of Directors,” said Dr. Kathleen Cooper, chairman of the Williams Board of Directors. “Casey and Mike join a board that is committed to protecting and delivering value to Williams’ stockholders.”

“Casey and Mike bring diverse expertise to our board,” said Alan Armstrong, president and chief executive officer. “Casey is an incredibly talented adviser to boards of directors around the world, and his experience will be invaluable to Williams as we move forward. Mike has been a leader in the natural gas industry as the former CEO of Enterprise Products for many years, and Williams will benefit from his long track-record of financial discipline and shareholder value creation. I look forward to welcoming Casey and Mike as we continue to execute our strategy of capturing natural gas demand growth and driving value for our stockholders.”

 

1

---

Today’s appointments reflect Williams’ ongoing commitment to enhance stockholder value, extend the company’s long history of strong, independent corporate governance, and demonstrate further decisive actions to position the company for future growth.

Charles “Casey” Cogut

Mr. Cogut was a partner at Simpson Thacher & Bartlett LLP from 1980 through 2012, serving as global head of the firm’s M&A group from 1996-2011. He is a member of the Board of Directors of Air Products and Chemicals, Inc., and also a member of the Board of Trustees and the Executive Committee of Cold Spring Harbor Laboratory, a private, not-for-profit research and educational institution at the forefront of molecular biology and genetics. He graduated summa cum laude from Lehigh University and received his J.D. from the University of Pennsylvania Law School.

Michael Creel

Mr. Creel was chief executive officer and director of the general partner of Enterprise Products Partners L.P. until his retirement in 2015. He served in positions with increasing responsibility with the company since 1999. He was also group vice chairman at EPCO, Inc., and executive vice president and chief financial officer at Duncan Energy Partners L.P., a company engaged in natural gas liquids transportation, fractionation, marketing and storage, and petrochemical product transportation, gathering and marketing. He was also president and chief executive officer at the general partner of Enterprise GP Holdings L.P. and held a number of executive management positions with Shell affiliate Tejas Energy and NorAm Energy Corp. Mr. Creel will also be joining the board of Suncor Energy, effective Jan. 1, 2017. Mr. Creel is a graduate of McNeese State University in Lake Charles, Louisiana, where he earned a bachelor’s degree in accounting.

About Williams

Williams (NYSE: WMB) is a premier provider of large-scale infrastructure connecting U.S. natural gas and natural gas products to growing demand for cleaner fuel and feedstocks. Headquartered in Tulsa, Okla., Williams owns approximately 60 percent of Williams Partners L.P. (NYSE: WPZ), including all of the 2 percent general-partner interest. Williams Partners is an industry-leading, large-cap master limited partnership with operations across the natural gas value chain from gathering, processing and interstate transportation of natural gas and natural gas liquids to petchem production of ethylene, propylene and other olefins. With major positions in top U.S. supply basins, Williams Partners owns and operates more than 33,000 miles of pipelines system wide – including the nation’s largest volume and fastest growing pipeline – providing natural gas for clean-power generation, heating and industrial use. Williams Partners’ operations touch approximately 30 percent of U.S. natural gas. www.williams.com

Portions of this document may constitute “forward-looking statements” as defined by federal law. Although the company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in the company’s annual reports filed with the Securities and Exchange Commission.

# # #

 

2

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Wolfe Research Downgrades Williams Companies (WMB) to Underperform
• ASLAN Pharmaceuticals Announces Receipt of Nasdaq Notice
• FluroTech and GS Heli Announce Execution of Definitive Agreement