Document



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 26, 2016
(Date of earliest event reported)
May 25, 2016

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 2016 annual meeting of shareholders on May 25, 2016. 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 2017 annual meeting of shareholders as follows:
 
 
 
 
 
 
Director
Votes For
Votes Against
Abstain
Broker Non-Votes
 
 
 
 
 
Brian L. Derksen
153,575,933
1,300,887
777,116
33,554,946
Julie H. Edwards
153,609,880
1,341,433
702,623
33,554,946
John W. Gibson
150,381,023
4,143,999
1,128,914
33,554,946
Randall J. Larson
153,486,098
1,300,779
867,059
33,554,946
Steven J. Malcolm
152,974,126
1,905,666
774,144
33,554,946
Kevin S. McCarthy
147,013,343
7,842,885
797,708
33,554,946
Jim W. Mogg
153,253,555
1,576,108
824,273
33,554,946
Pattye L. Moore
152,238,478
2,661,612
753,846
33,554,946
Gary D. Parker
152,231,556
2,566,937
855,443
33,554,946
Eduardo A. Rodriguez
152,219,678
2,664,058
770,200
33,554,946
Terry K. Spencer
153,101,095
1,836,501
716,340
33,554,946
 
 
 
 
 
 
 
 
 
 
2. The appointment of PricewaterhouseCoopers LLP as independent auditor for the Company for the fiscal year ending December 31, 2016, was ratified by a majority of the votes cast as follows:
 
 
 
 
 
 
 
 
Votes For
186,492,460
Votes Against 
1,681,828
Abstain
1,034,594
 
 
 
 
 
 
 
3. The advisory vote on compensation paid to our named executive officers as disclosed in our Proxy Statement for the 2016 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
148,428,284
Votes Against
5,533,669
Abstain
1,691,679
Broker Non-Votes
33,555,250
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 7.01
 
Regulation FD Disclosure
 
 
 
 
 
On May 25, 2016, 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 25, 2016, regarding our 2015 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 25, 2016 - 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 26, 2016
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 25, 2016 - Summary of President and CEO Remarks.



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