Current Report Filing (8-k)
January 20 2017 - 2:08PM
Edgar (US Regulatory)
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): January 18, 2017
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 or Organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Williams Center, Tulsa, Oklahoma
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74172
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(Addresses of Principal Executive Offices)
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(Zip Code)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
.
On January 18, 2017, the Board of Directors (the Board) of The Williams Companies, Inc. (the Company) approved amendments to the
Companys
By-laws
to adopt proxy access.
Article III, Section 3 of the
By-laws,
the proxy access
by-law
provision, permits a stockholder, or group of up to 20 stockholders, owning at least 3% of the Companys outstanding common stock
continuously for at least three years to nominate and include in the Companys annual meeting proxy materials director nominees constituting up to the greater of two nominees or 20% of the Board, provided that the stockholder(s) and the
director nominee(s) satisfy the requirements specified in the
By-laws.
The amendments were effective upon approval, and proxy access will first be available in connection with annual meetings following the
2017 Annual Meeting of Stockholders.
The
By-laws
were also amended to make updates and minor conforming changes
to the advance notice provisions in Article II, Section 10 and Article III, Section 1 of the
By-laws,
in light of the proxy access
by-law,
as well as
other miscellaneous minor wording and technical amendments.
The description of the amendments to the
By-laws
is
qualified in its entirety by reference to the text of the
By-laws
as amended, attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
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(d)
Exhibits
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3.1
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By-laws
of The Williams Companies, Inc., as last amended effective January 18, 2017.
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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
thereunto duly authorized.
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Date: January 20, 2017
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THE WILLIAMS COMPANIES, INC.
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by
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/s/ Joshua H. De Rienzis
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Name:
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Joshua H. De Rienzis
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Title:
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Corporate Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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By-laws
of The Williams Companies, Inc., as last amended effective January 18, 2017.
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