ONEOK (OKE) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, will be held virtually to increase participation and reduce environmental impact.

• Shareholders will vote on the election of ten directors, ratification of the independent auditor, and an advisory say-on-pay vote for executive compensation.

• The company reported strong financial performance in 2025, with operating income of $5.7 billion and net income of $3.5 billion, both up from 2024.

• Dividend payments increased by 4% in 2025, reflecting operational growth.

• Recent acquisitions, including Magellan, Medallion, and EnLink, have expanded the company’s asset base and market reach.

Voting matters and shareholder proposals

• Proposal 1: Election of ten director nominees for one-year terms.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Proposal 3: Advisory vote to approve executive compensation.

• Board recommends voting in favor of all proposals.

• Majority voting standard applies for uncontested director elections; broker non-votes and abstentions have no effect on director elections.

Board of directors and corporate governance

• Board consists of twelve members, eleven of whom are independent; two new independent directors added in 2026.

• Board Chair is independent; all committees are composed of independent directors.

• Board refreshment is ongoing, with four new directors added since 2023.

• Annual board and committee evaluations, director stock ownership guidelines, and succession planning are in place.

• Shareholder rights include proxy access, majority voting, and annual say-on-pay.