Form 8-K KINDER MORGAN, INC. For: May 11
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E-mailUNITED 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 11, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(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:
| 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)) | |||||
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Kinder Morgan, Inc. (“KMI”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on May 11, 2022. At the Annual Meeting, a total of 1,915,238,541 shares of KMI’s common stock entitled to vote were present or represented by proxy, constituting a quorum for the transaction of business.
At the Annual Meeting, KMI stockholders voted on the following proposals: (1) election of fifteen nominated directors to the Board; (2) ratification of the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2022; and (3) the approval, on an advisory basis, of the compensation of KMI’s named executive officers, as disclosed in the Proxy Statement.
Proposal One – Election of Directors
KMI stockholders elected fifteen directors, each to serve until KMI’s 2023 annual meeting or, if earlier, the election and qualification of his or her successor.
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Richard D. Kinder | 1,488,830,394 | 102,699,534 | 2,321,526 | 321,387,086 | ||||||||||||||||||||||
| Steven J. Kean | 1,573,551,022 | 17,558,168 | 2,742,264 | 321,387,086 | ||||||||||||||||||||||
| Kimberly A. Dang | 1,559,378,152 | 31,803,158 | 2,670,144 | 321,387,086 | ||||||||||||||||||||||
| Ted A. Gardner | 1,285,567,256 | 304,466,263 | 3,817,935 | 321,387,086 | ||||||||||||||||||||||
| Anthony W. Hall, Jr. | 1,372,626,976 | 217,660,310 | 3,564,169 | 321,387,086 | ||||||||||||||||||||||
| Gary L. Hultquist | 1,419,305,777 | 171,597,019 | 2,948,659 | 321,387,086 | ||||||||||||||||||||||
| Ronald L. Kuehn, Jr. | 1,373,138,941 | 217,152,038 | 3,560,475 | 321,387,086 | ||||||||||||||||||||||
| Deborah A. Macdonald | 1,418,719,020 | 172,359,995 | 2,772,439 | 321,387,086 | ||||||||||||||||||||||
| Michael C. Morgan | 1,486,792,120 | 104,150,127 | 2,909,208 | 321,387,086 | ||||||||||||||||||||||
| Arthur C. Reichstetter | 1,554,843,692 | 35,436,096 | 3,571,667 | 321,387,086 | ||||||||||||||||||||||
| C. Park Shaper | 1,568,898,087 | 21,910,853 | 3,042,515 | 321,387,086 | ||||||||||||||||||||||
| William A. Smith | 1,559,570,275 | 30,697,441 | 3,583,738 | 321,387,086 | ||||||||||||||||||||||
| Joel V. Staff | 1,540,661,887 | 50,186,963 | 3,002,605 | 321,387,086 | ||||||||||||||||||||||
| Robert F. Vagt | 1,361,910,611 | 228,304,764 | 3,636,080 | 321,387,086 | ||||||||||||||||||||||
| Perry M. Waughtal | 1,554,842,242 | 35,980,825 | 3,028,387 | 321,387,086 | ||||||||||||||||||||||
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Proposal Two – Ratification of Selection of PricewaterhouseCoopers LLP
KMI stockholders ratified the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2022.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 1,818,792,555 | 92,581,275 | 3,864,711 | — | |||||||||||||||||
Proposal Three – Advisory Vote on Executive Compensation
KMI stockholders approved, on an advisory basis, the compensation of KMI’s named executive officers, as disclosed in the Proxy Statement.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 1,492,393,863 | 94,095,914 | 7,361,677 | 321,387,086 | |||||||||||||||||
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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 16, 2022 | By: | /s/ David P. Michels | ||||||||||||||||||
| David P. Michels Vice President and Chief Financial Officer | ||||||||||||||||||||
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