- Voluntary decisions to not stand for
re-election consistent with previously announced board refreshment
plan
- After 2016 annual meeting, majority of
Board to be new, independent directors appointed after July 1,
2016
Williams (NYSE: WMB) today announced that three current members
of its Board of Directors will voluntarily not stand for
re-election upon the expiration of their current terms at the 2016
Annual Meeting to be held on Nov. 23.
The three Board members are:
- Joseph Cleveland, a director since 2008
and former chief information officer at Lockheed Martin
Corporation. Cleveland previously held executive positions at
Martin Marietta and G.E.
- John Hagg, a director since 2012 and a
former senior executive in the exploration, production, service and
financial sectors of the petroleum industry in Canada and the
United States.
- Juanita Hinshaw, a director since 2004
who is president of a consulting firm and previously held executive
positions at Graybar Electric Company and the Monsanto
Company.
As previously announced, five new directors (i.e., directors who
were not serving on the Board as of July 1, 2016), Stephen
Bergstrom, Stephen Chazen, Peter Ragauss, Scott Sheffield and
William Spence, in addition to four Williams directors who served
prior to 2016, will stand for election as nominees of the Williams
Board at the 2016 Annual Meeting on Nov. 23.
Additionally, the Board of Directors also announced in September
its goal to identify two more independent candidates to join the
Board prior to the 2016 Annual Meeting. If the nominees are
elected, the Williams Board will comprise 11 directors, 10 of whom
are independent.
“On behalf of the Board of Directors and the entire Williams
organization, I want to thank Joe, John and Juanita for their
stellar service to the company and to our stockholders over the
years; each of them has contributed their expertise and sound
judgment as they helped guide the company through times of both
opportunity and challenge,” said Dr. Kathleen Cooper, chairman of
the Board of Directors. “I want to express my deep appreciation for
their willingness to support our board refreshment efforts, which
will allow Williams to continue its tradition of strong,
independent leadership as we focus on creating stockholder
value.”
About Williams
Williams (NYSE: WMB) is a premier provider of large-scale
infrastructure connecting U.S. natural gas and natural gas products
to growing demand for cleaner fuel and feedstocks. Headquartered in
Tulsa, Okla., Williams owns approximately 60 percent of Williams
Partners L.P. (NYSE: WPZ), including all of the 2 percent
general-partner interest. Williams Partners is an industry-leading,
large-cap master limited partnership with operations across the
natural gas value chain from gathering, processing and interstate
transportation of natural gas and natural gas liquids to petchem
production of ethylene, propylene and other olefins. With major
positions in top U.S. supply basins, Williams Partners owns and
operates more than 33,000 miles of pipelines system wide –
including the nation’s largest volume and fastest growing pipeline
– providing natural gas for clean-power generation, heating and
industrial use. Williams Partners’ operations touch approximately
30 percent of U.S. natural gas. www.williams.com
Additional Information
Williams intends to file a proxy statement with the U.S.
Securities and Exchange Commission (the “SEC”) with respect to the
2016 Annual Meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ ANY SUCH PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD
AND OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE 2016 ANNUAL MEETING. Investors and
security holders should read the proxy statement carefully before
making any voting or investment decisions. Investors and security
holders may obtain free copies of these documents and other
documents filed with the SEC by Williams through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed by Williams with the SEC will be available on
Williams’ website at http://investor.williams.com/.
Participants in the Solicitation
Williams and its directors, executive officers and other members
of management and employees may be deemed to be participants in the
solicitation of proxies in connection with the matters to be
considered at Williams’ 2016 Annual Meeting. Information regarding
the directors and officers of Williams is contained in Williams’
Annual Report on Form 10-K filed with the SEC on Feb. 26, 2016 (as
it may be amended from time to time). Additional information
regarding the interests of such potential participants is or will
be included in the proxy statement and other relevant documents
filed with the SEC.
Forward-looking Statements
This communication may contain or incorporate by reference
statements that do not directly or exclusively relate to historical
facts. Such statements are “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended
(Securities Act), and Section 21E of the Securities Exchange Act of
1934, as amended (Exchange Act). These forward-looking statements
relate to anticipated financial performance, management’s plans and
objectives for future operations, business prospects, outcome of
regulatory proceedings, market conditions and other matters. We
make these forward-looking statements in reliance on the safe
harbor protections provided under the Private Securities Litigation
Reform Act of 1995.
All statements, other than statements of historical facts,
included in this communication that address activities, events or
developments that we expect, believe or anticipate will exist or
may occur in the future, are forward-looking statements.
Forward-looking statements can be identified by various forms of
words such as “anticipates,” “believes,” “seeks,” “could,” “may,”
“should,” “continues,” “estimates,” “expects,” “forecasts,”
“intends,” “might,” “goals,” “objectives,” “targets,” “planned,”
“potential,” “projects,” “scheduled,” “will,” “assumes,”
“guidance,” “outlook,” “in service date” or other similar
expressions. The forward-looking statements are based on
management’s beliefs and assumptions and on information currently
available to management and include, among others, statements
regarding:
- Expected levels of cash distributions
by Williams Partners L.P. (“WPZ”) with respect to general partner
interests, incentive distribution rights and limited partner
interests;
- Levels of dividends to Williams
stockholders;
- Future credit ratings of Williams and
WPZ;
- Amounts and nature of future capital
expenditures;
- Expansion of our business and
operations;
- Financial condition and liquidity;
- Business strategy;
- Cash flow from operations or results of
operations;
- Seasonality of certain business
components;
- Natural gas, natural gas liquids, and
olefins prices, supply, and demand;
- Demand for our services.
Forward-looking statements are based on numerous assumptions,
uncertainties and risks that could cause future events or results
to be materially different from those stated or implied in this
communication. Many of the factors that will determine these
results are beyond our ability to control or predict. Specific
factors that could cause actual results to differ from results
contemplated by the forward-looking statements include, among
others, the following:
- Whether WPZ will produce sufficient
cash flows to provide the level of cash distributions, including
incentive distribution rights, that we expect;
- Whether Williams is able to pay current
and expected levels of dividends;
- Whether we will be able to effectively
execute our financing plan including the receipt of anticipated
levels of proceeds from planned asset sales;
- Availability of supplies, including
lower than anticipated volumes from third parties served by our
midstream business, and market demand;
- Volatility of pricing including the
effect of lower than anticipated energy commodity prices and
margins;
- Inflation, interest rates, fluctuation
in foreign exchange rates and general economic conditions
(including future disruptions and volatility in the global credit
markets and the impact of these events on customers and
suppliers);
- The strength and financial resources of
our competitors and the effects of competition;
- Whether we are able to successfully
identify, evaluate and timely execute our capital projects and
other investment opportunities in accordance with our forecasted
capital expenditures budget;
- Our ability to successfully expand our
facilities and operations;
- Development of alternative energy
sources;
- Availability of adequate insurance
coverage and the impact of operational and developmental hazards
and unforeseen interruptions;
- The impact of existing and future laws,
regulations, the regulatory environment, environmental liabilities,
and litigation, as well as our ability to obtain permits and
achieve favorable rate proceeding outcomes;
- Williams’ costs and funding obligations
for defined benefit pension plans and other postretirement benefit
plans;
- Changes in maintenance and construction
costs;
- Changes in the current geopolitical
situation;
- Our exposure to the credit risk of our
customers and counterparties;
- Risks related to financing, including
restrictions stemming from debt agreements, future changes in
credit ratings as determined by nationally-recognized credit rating
agencies and the availability and cost of capital;
- The amount of cash distributions from
and capital requirements of our investments and joint ventures in
which we participate;
- Risks associated with weather and
natural phenomena, including climate conditions and physical damage
to our facilities;
- Acts of terrorism, including
cybersecurity threats and related disruptions; and
- Additional risks described in our
filings with the SEC.
Given the uncertainties and risk factors that could cause our
actual results to differ materially from those contained in any
forward-looking statement, we caution investors and security
holders not to unduly rely on our forward-looking statements. We
disclaim any obligations to and do not intend to update the above
list or announce publicly the result of any revisions to any of the
forward-looking statements to reflect future events or
developments. In addition to causing our actual results to differ,
the factors listed above and referred to below may cause our
intentions to change from those statements of intention set forth
in this communication. Such changes in our intentions may also
cause our results to differ. We may change our intentions, at any
time and without notice, based upon changes in such factors, our
assumptions, or otherwise.
Because forward-looking statements involve risks and
uncertainties, we caution that there are important factors, in
addition to those listed above, that may cause actual results to
differ materially from those contained in the forward-looking
statements. For a detailed discussion of those factors, see Part I,
Item 1A. Risk Factors in our Annual Report on Form 10-K filed with
the SEC on Feb. 26, 2016 and in Part II, Item 1A. Risk Factors
in our Quarterly Report on Form 10-Q filed on Aug. 2, 2016.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161006006399/en/
WilliamsMedia Contact:Lance Latham,
918-573-9675orInvestor Contacts:John Porter,
918-573-0797orBrett Krieg, 918-573-4614
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