Oneok Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the ten director nominees named in the proxy statement to serve one-year terms on the Board.

2. 2

   Ratification of the Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the Year Ending December 31, 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026.

3. 3

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

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

   More detail

   This proposal asks shareholders to cast a non-binding, advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement (commonly known as a “say-on-pay” vote). Management and the Executive Compensation Committee are seeking shareholder affirmation of the program to validate their pay-for-performance framework, which emphasizes a significant portion of compensation as at-risk (short-term incentive tied to EPS, ROIC and safety/environment metrics, and long-term performance units tied to relative TSR). The company cites stable program design, use of performance and retention instruments (performance units ~70% and time-vesting restricted units ~30%), independent compensation consultant input, and prior strong shareholder support (93.3% approval in 2025) as reasons for seeking approval. The Board frames the vote as advisory and notes it will consider shareholder feedback on the program, but it is not binding. Key governance context includes majority voting for directors, robust clawback and insider trading policies, and share-ownership guidelines intended to align executives with long-term shareholder value. Management argues the program balances competitive market positioning (benchmarking to an energy peer group) with prudent risk controls (caps on payouts, diverse performance measures, and multi-year vesting), and that special or sign-on awards were used sparingly and for retention amid significant acquisitions and integration activity. The Board recommends approval on the grounds that the program helped deliver strong operational and financial results in 2025 (including EPS, ROIC, and progress on safety and environmental metrics) and supports retention during the company’s growth and integration period. From an investor evaluation perspective, the vote signals whether shareholders accept the Committee’s assessment that compensation is appropriately linked to performance and shareholder interests; lack of support would likely prompt engagement and potential program changes. Because the vote is advisory, the Board retains discretion but has indicated it will consider significant negative shareholder feedback in future compensation design and governance actions.

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When is the Oneok Inc 2026 annual meeting?

Oneok Inc (OKE) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Oneok Inc 2026 meeting?

The record date for the Oneok Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 13 director nominees at the Oneok Inc 2026 meeting, listed with their independence status and background.

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

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