(Date of report) | February 18, 2016 |
(Date of earliest event reported) | February 17, 2016 |
Oklahoma | 001-13643 | 73-1520922 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
Item 5.03 | Amendments to Articles of Incorporation or Bylaws | ||
On and effective February 17, 2016, our Board of Directors approved and adopted amended and restated By-laws of the same date (the “Amended and Restated By-laws”), amending certain provisions of our existing By-laws. The Amended and Restated By-laws include certain enhancements and modernizing changes to the existing By-laws. | |||
The following summary of the amendments is qualified in its entirety by reference to the text of our Amended and Restated By-laws, a copy of which is filed as Exhibit 3.1 to this report, and its terms are incorporated herein by reference. | |||
• | Article II, Section 2.04(d) of the existing By-laws has been updated to provide that the Chairman of the Board or the individual designated as the presiding officer at any shareholders’ meeting may adjourn the meeting to another time and/or location, whether or not a quorum is present. | ||
• | Article II, Section 2.06(e) of the existing By-laws has been amended to provide that stock exchange rules may modify the applicable vote standard for shareholder action. | ||
• | Article III, Section 3.03(b) of the existing By-laws has been amended to require that a director retire no later than immediately prior to the annual meeting of shareholders following his or her 73rd birthday, rather than requiring a director to retire on the exact date of his or her 73rd birthday. | ||
• | Article III, Section 3.03(d) of the existing By-laws has been amended to require that any individual nominated by a shareholder for election to our Board of Directors agree that such nominee (a) will not enter into an agreement with any person as to how the nominee will act or vote on any issue or question, (b) will not enter into any agreement with respect to compensation of the nominee that is not disclosed to us, (c) will agree to comply with our Code of Business Conduct and Ethics, Corporate Governance Guidelines, insider trading policies and other similar publicly disclosed policies and guidelines applicable to directors, and (d) will provide a completed Director and Officer questionnaire as part of the notice nominating such nominee (and that we will provide the nominating shareholder with such form of questionnaire promptly upon request). | ||
• | Article III, Section 3.03(e) has been added to require any individual nominated by a shareholder for election to our Board of Directors to provide information reasonably requested by the Company in order to determine whether such individual qualifies to serve as an independent director. | ||
• | Article III, Section 3.04 of the existing By-laws has been updated to clarify that director resignations may be effective at a future time or upon the happening of some event, such as acceptance of the resignation by our Board of Directors. | ||
• | Article III, Section 3.11(a) of the existing By-laws has been amended to provide that special board meetings may be called by directors constituting a quorum of our Board of Directors rather than any three directors. | ||
• | Article III, Section 3.11(b) of the existing By-laws has been updated to clarify that notice of a special meeting of a committee is only required to be given to the members of the committee, not the entire Board of Directors. | ||
• | Article IV, Section 4.03 of the existing By-laws has been amended to provide that our Chief Executive Officer is elected by the affirmative vote of a majority of the Board of Directors, rather than by 80 percent of our Board of Directors. | ||
• | References to “chairman of the meeting” in various sections of our existing By-laws were changed to “the presiding officer of the meeting” for consistency, and a few minor changes such as capitalization of section titles were also made. | ||
Item 9.01 | Financial Statements and Exhibits | ||
(d) | Exhibits | ||
Exhibit Number | Description | ||
3.1 | Amended and Restated By-laws of ONEOK, Inc. | ||
ONEOK, Inc. | |||
Date: | February 18, 2016 | By: | /s/ Derek S. Reiners |
Derek S. Reiners Senior Vice President, Chief Financial Officer and Treasurer | |||
Exhibit Number | Description | |
3.1 | Amended and Restated By-laws of ONEOK, Inc. | |