Kinder Morgan Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of 11 nominated directors, each for a one-year term expiring in 2027.

2. 2

   Ratification of the Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP (PwC) as KMI’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal requests a non-binding, advisory stockholder vote to approve the company’s executive compensation practices as described in the proxy statement. Management seeks endorsement to confirm that its compensation approach—centering on performance-based cash bonuses tied to distributable cash flow (DCF) per share and long-term RSU awards with three-year cliff vesting and performance conditions—appropriately aligns executives’ interests with long-term stockholder value. The Board emphasizes design features intended to limit excessive risk-taking, including absence of ‘stretch’ equity goals, minimum three-year vesting for most awards, stock ownership guidelines for executives and a clawback policy compliant with NYSE and SEC requirements. The Compensation Committee (composed entirely of independent directors) sets targets and retains discretion to adjust payouts based on consolidated leverage, EHS and operational performance and individual contributions, and it uses peer benchmarking to set competitive but reasonable compensation levels. Management argues that the CEO’s compensation is further aligned through her waiver of the annual cash bonus and a greater weighting of long-term equity, while other named officers receive a mix of below-market base pay and incentive compensation. The Board recommends a “FOR” vote, asserting shareholder approval supports the company’s pay-for-performance philosophy and aids in retention and motivation of leadership critical to executing the company’s strategy. Potential investor concerns — such as the heavy use of equity revaluation in reported compensation metrics or the concentration of pay in long-term awards — are mitigated by the company’s stated reliance on achievable performance metrics (DCF per share), clawback provisions and engagement with major institutional holders. In evaluating the proposal, sophisticated investors should weigh the alignment mechanisms and governance safeguards described by management against the degree to which realized pay correlates with long-term operating performance and shareholder returns, and consider that the vote is advisory and intended to inform future compensation decisions by the Compensation Committee.

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When is the Kinder Morgan Inc 2026 annual meeting?

Kinder Morgan Inc (KMI) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Kinder Morgan Inc 2026 meeting?

The record date for the Kinder Morgan Inc 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Kinder Morgan Inc's 2026 meeting?

The board is presenting 11 director nominees at the Kinder Morgan Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Kinder Morgan Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Kinder Morgan Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.