Stephen Bergstrom, Scott Sheffield and
William Spence Further Strengthen and Diversify Williams
Board
New, Independent Directors Bring Significant
Public Company Leadership Experience and Deep Energy Industry
Knowledge
Appointments Result in Board Comprising Ten
Directors, Nine of Whom Are Independent
The Williams Companies, Inc. (NYSE: WMB) (“Williams” or the
“Company”) today announced that its Board of Directors has
appointed three new independent directors to the Board, effectively
immediately: Stephen W. Bergstrom, Scott D. Sheffield and William
H. Spence. The three new directors will stand for election at the
Company’s 2016 Annual Meeting of Stockholders (the “Annual
Meeting”), which will be held on Wednesday, November 23, 2016.
Mr. Bergstrom, Mr. Sheffield and Mr. Spence were identified
through the Board’s previously announced search process, which it
conducted with the assistance of nationally recognized search firm
Spencer Stuart. With these appointments, the Williams Board
comprises ten directors, nine of whom are independent.
Mr. Bergstrom is a skilled and extremely knowledgeable industry
leader, having led growth initiatives and successfully managed
through industry downturns over his long and distinguished career.
He has strong operational skills and a keen strategic understanding
of the energy industry. During his tenure as president and chief
executive officer of American Midstream Partners, Mr. Bergstrom
established a strong platform and led the company through a period
of substantial growth while increasing geographic and operational
diversity and enhancing fee-based cash flow.
Mr. Sheffield is chairman and chief executive officer of Pioneer
Natural Resources, a premier independent oil shale resource company
in the United States. He is recognized for making well-timed
strategic decisions, his focus on financial discipline and building
Pioneer’s strong corporate culture. Under his leadership,
Pioneer has grown from a $32 million company in 1985 to a more than
$30 billion company today. Notably, Pioneer has been the top
performing E&P stock in the S&P 500 since
2009. Additionally, Mr. Sheffield led an industry-wide effort
to bring an end last year to the four-decade domestic oil export
ban. Mr. Sheffield will retire as chairman and chief executive
officer on December 31, 2016, and become executive chairman of
Pioneer’s board.
Mr. Spence has led PPL Corporation through a period of
significant growth and capital expansion. PPL Corporation is one of
the largest companies in the U.S. utility sector; the PPL family of
companies delivers electricity and natural gas to approximately 10
million customers in the United States and the United Kingdom.
PPL’s U.S. utilities ranked No. 1 in residential customer
satisfaction in their regional markets in 2016. Meanwhile, PPL’s
U.K. utilities have consistently ranked as the number one
performers for customer service among their peers. As chief
executive officer, Mr. Spence has developed expertise in corporate
finance, mergers and acquisitions, stockholder relations, industry
and regulatory matters and corporate strategy. He is especially
well respected for his ability to develop comprehensive strategies
and lead the successful implementation of those strategies.
“We are pleased to welcome three new, independent directors to
the Williams Board,” said Dr. Kathleen Cooper, Chairman of the
Board of Directors of Williams. “Steve, Scott and Bill bring deep
expertise, business acumen and longstanding energy industry
experience. All three of our new directors are well-known for their
outstanding records of performance serving as board members and
chief executive officers of publicly traded energy companies, and
we are looking forward to benefiting from their fresh perspectives
and deep industry insights.”
Ms. Cooper concluded, “Everyone across the Williams organization
is energized and focused on maintaining superior customer service
and ensuring a safe working environment. The Williams Board of
Directors is strong, diverse and independent, and we are committed
to taking decisive action to enhance stockholder value and position
Williams for the future.”
In a joint statement, Mr. Bergstrom, Mr. Sheffield and Mr.
Spence stated, “The Williams Board is committed to strong corporate
governance and acting in the best interests of stockholders. As
new, independent Board members, we are excited about joining the
Williams Board at such an important time for the Company and the
industry. We look forward to bringing our diversity of perspectives
and experiences, as well as additional strong independent voices,
to help set the Company’s strategy, oversee management, and advance
the Company’s efforts to enhance value for Williams’ stockholders.
We welcome the opportunity to work with the Williams Board to
continue strengthening its corporate governance and taking actions
that will position the Company for further success.”
Stephen Bergstrom
Mr. Bergstrom is a director on the board of American Midstream
Partners. He served as president and chief executive officer of the
general partner of American Midstream and as executive chairman of
the board of directors of the general partner from May 2013 to
December 2015. Mr. Bergstrom acted as an exclusive consultant to
ArcLight from October 2003 to December 2015, assisting ArcLight in
connection with its energy investments. Prior to his consultancy
with ArcLight, Mr. Bergstrom worked from 1986 to 2002 for Natural
Gas Clearinghouse, which became Dynegy Inc. Mr. Bergstrom acted in
various capacities at Dynegy, ultimately serving as President and
Chief Operating Officer. Mr. Bergstrom earned a Bachelor of Science
in Industrial Administration from Iowa State University.
Scott Sheffield
Mr. Sheffield is chairman and chief executive officer of Pioneer
Natural Resources Company. Mr. Sheffield has served as chief
executive officer since August 1997 and assumed the position of
chairman of the board of directors in August 1999. He was president
of the company from August 1997 to November 2004. Sheffield was the
chairman of the board of directors and chief executive officer of
Parker & Parsley, a predecessor company of Pioneer Natural
Resources Company, from January 1989 until August 1997.
Sheffield joined Parker & Parsley as a petroleum engineer in
1979, was promoted to vice president - engineering in September
1981, was elected president and a director in April 1985, and
became Parker & Parsley’s chairman of the board and chief
executive officer in January 1989. Sheffield also serves as a
director of Santos Limited, an Australian exploration and
production company. Sheffield is a distinguished graduate of The
University of Texas with a Bachelor of Science degree in Petroleum
Engineering.
William Spence
Mr. Spence is chairman, president and chief executive officer of
PPL Corporation, one of the largest companies in the U.S. utility
sector. The PPL family of companies delivers electricity and
natural gas to approximately 10 million customers in the United
States and the United Kingdom. Prior to his appointment as chairman
in April 2012, Mr. Spence was named chief executive officer and
appointed to the board of directors of PPL Corporation in November
2011. Previously, he was named president and chief operating
officer of PPL Corporation in July 2011, and served as executive
vice president and chief operating officer since June of 2006.
Prior to joining PPL, Mr. Spence had 19 years of service with Pepco
Holdings, Inc. and its heritage companies, Delmarva Power and
Conectiv, where he held a number of senior management positions.
Mr. Spence currently serves on the board of the Electric Power
Research Institute. He also serves as a member of the executive
committee of the Edison Electric Institute (EEI) and as co-chairman
of EEI’s CEO Policy Committee on Reliability and Business
Continuity. Mr. Spence earned a bachelor’s degree in petroleum and
natural gas engineering from The Pennsylvania State University and
a master’s degree in business administration from Bentley College.
He is also a graduate of the Executive Development Program at the
University of Pennsylvania’s Wharton School and the Nuclear
Technology Program of the Massachusetts Institute of
Technology.
Williams Recent Business
Highlights
The Company notes that, since early July, the Williams
management team has announced a series of actions, including its
strategic plan, and the Company’s stock has increased in value by
approximately 35%.
- Williams and Williams Partners
announced immediate measures designed to enhance their values,
strengthen their credit profile and fund the development of a
significant portfolio of fee-based growth projects at Williams
Partners, while maintaining flexibility as financial and
operational plans are being reviewed.
- Williams Partners expects to implement
a Distribution Reinvestment Program (DRIP); Williams intends to
reinvest approximately $1.7 billion into Williams Partners through
2017, funded by reduced quarterly cash dividends.
- Williams Partners announced that it has
conditionally committed to execute a new gas gathering agreement
with a new producer customer, a private company successor to
Chesapeake Energy (NYSE: CHK), in the Barnett Shale. Additionally,
Williams Partners and Chesapeake agreed to a revised contract in
the Mid-Continent region. Among other benefits, this is expected to
reduce customer concentration risk and result in additional
drilling and volumes in the basins.
- Williams and Williams Partners
announced that they have agreed to sell the companies’ Canadian
businesses to Inter Pipeline Ltd. for combined cash proceeds of
$1.35 billion CAD.
- Williams’ cost reduction initiatives to
address the realities of slower growth in key supply areas are
on-track, with $55 million in lower adjusted costs for the second
quarter of 2016 versus the prior year period despite additional
assets being in service.
- Williams and Williams Partners
disclosed a 2017 $3.1 billion growth capital program, approximately
three-quarters of which relates to Transco expansions in high
growth demand markets under long-term contracts.
Williams (WMB) is a premier provider of large-scale
infrastructure connecting North American 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. (WPZ) (“WPZ”), including all of
the 2 percent general-partner interest. WPZ 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 and also in Canada, WPZ 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. WPZ’s operations touch approximately 30 percent of
U.S. natural gas.
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
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 February 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 WPZ’s establishment of a
distribution reinvestment plan and 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 February 26, 2016 and in Part II, Item 1A. Risk
Factors in our Quarterly Report on Form 10-Q filed on August 2,
2016.
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version on businesswire.com: http://www.businesswire.com/news/home/20160829005355/en/
The Williams Companies, Inc.Investor Relations:John Porter,
918-573-0797orBrett Krieg, 918-573-4614orMedia Relations:Lance
Latham, 918-573-9675orJoele Frank, Wilkinson Brimmer KatcherDan
Katcher, Andrew Siegel or Dan Moore, 212-355-4449
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