The Williams Companies (WMB) Proxy Filing summary

Executive summary

• Achieved GAAP net income of $2.615 billion and record Adjusted EBITDA of $7.75 billion in 2025, meeting raised guidance and reflecting strong execution and strategic asset positioning.

• Completed a multi-year executive leadership transition, appointing a new CEO and executive Board Chair, ensuring continuity and stability.

• Raised long-term growth outlook to 10%+ Adjusted EBITDA CAGR through 2030, supported by over $7 billion in power innovation projects and a robust pipeline of contracted, high-return projects.

• Increased 2026 dividend by 5% to $2.10 annualized, marking 52 consecutive years of dividend payments and maintaining strong dividend coverage.

• Recognized for sustainability leadership, including top scores in the 2025 Corporate Sustainability Assessment and inclusion in the S&P Global 2026 Sustainability Yearbook.

Voting matters and shareholder proposals

• Election of 11 director nominees for a one-year term, with the Board recommending a vote for each nominee.

• Advisory vote to approve executive compensation (say-on-pay), with the Board recommending approval.

• Approval of amendments to the 2007 Incentive Plan, increasing issuable shares from 50M to 85M, removing the plan expiration date, and other changes.

• Approval of amendments to the 2007 Employee Stock Purchase Plan, increasing issuable shares from 5.2M to 7.2M and extending the term by six years.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

Board of directors and corporate governance

• Board comprises 11 nominees with diverse backgrounds, 9 of whom are independent; all have energy industry experience.

• Board committees include Audit, Compensation & Management Development, Environmental Health & Safety, and Governance & Sustainability, each with defined oversight roles.

• Annual board and committee evaluations, director retirement policy at age 75, and robust refreshment practices.

• Proxy access allows holders of 3% of stock for at least three years to nominate directors.

• Recent governance updates include changes to leadership structure and enhanced policies on sustainable procurement and securities trading.