Shareholders at ONEOK (OKE) back board slate, executive pay and PwC as 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

ONEOK, Inc. reported results from its Annual Meeting of Shareholders held on May 20, 2026. Shareholders elected ten director nominees to the Board for one-year terms ending at the 2027 annual meeting, with each nominee receiving over 426 million votes in favor.

Shareholders also ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 551,715,532 votes for and 6,330,042 against. In addition, shareholders approved, on a non-binding basis, the Company’s executive compensation program, with 428,986,336 votes in favor and 22,828,183 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Highest director votes for: 450,700,174 votes Lowest director votes for: 426,310,931 votes Auditor ratification votes for: 551,715,532 votes +4 more

7 metrics

Highest director votes for 450,700,174 votes Votes for Mark A. McCollum director election proposal

Lowest director votes for 426,310,931 votes Votes for Randall J. Larson director election proposal

Auditor ratification votes for 551,715,532 votes Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Auditor ratification votes against 6,330,042 votes Opposition to PricewaterhouseCoopers LLP ratification

Executive compensation votes for 428,986,336 votes Advisory vote to approve executive compensation program

Executive compensation votes against 22,828,183 votes Opposition in advisory vote on executive compensation program

Broker non-votes on pay 104,109,707 votes Broker non-votes on advisory executive compensation proposal

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote on executive compensation, non-binding resolution, +1 more

5 terms

broker non-votes financial

"Director | Votes For | Votes Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote on executive compensation financial

"Proposal 3: Advisory Vote on Executive Compensation"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

non-binding resolution financial

"The shareholders approved a non-binding resolution to approve the Company’s executive compensation program"

Annual Meeting of Shareholders financial

"At the Annual Meeting of Shareholders (the “Annual Meeting”) of ONEOK, Inc."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/21/2026 - 04:21 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)			May 20, 2026

ONEOK, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma

001-13643

73-1520922

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

100 West Fifth Street; Tulsa, OK

(Address of principal executive offices)

74103

(Zip code)

(918) 588-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value of $0.01	OKE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐


Item 5.07	Submission of Matters to a Vote of Security Holders

	At the Annual Meeting of Shareholders (the “Annual Meeting”) of ONEOK, Inc. (the “Company”) held on May 20, 2026, the Company’s shareholders voted on the following three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 1, 2026. The final vote results for each proposal were as follows:

	Proposal 1: Election of Directors The shareholders elected each of the director nominees set forth below to serve on the Company’s Board of Directors (the “Board”) for a one-year term expiring at the Company’s 2027 Annual Meeting of Shareholders:

	Director	Votes For	Votes Against	Abstain	Broker Non-Votes

	Brian L. Derksen	445,708,516	8,306,618	1,193,269	104,109,707
	Julie H. Edwards	438,637,276	15,491,472	1,079,656	104,109,707
	Lori A. Gobillot	448,021,832	5,734,515	1,452,056	104,109,707
	Mark W. Helderman	447,947,986	6,055,710	1,204,708	104,109,707
	Randall J. Larson	426,310,931	25,516,128	3,381,344	104,109,707
	Mark A. McCollum	450,700,174	3,287,376	1,220,854	104,109,707
	Pierce H. Norton II	449,817,473	4,129,359	1,261,571	104,109,707
	Precious Williams Owodunni	449,677,618	4,282,443	1,248,342	104,109,707
	Eduardo A. Rodriguez	435,026,608	18,925,299	1,256,497	104,109,707
	Wayne T. Smith	448,040,589	5,924,621	1,243,193	104,109,707

	Proposal 2: Ratify the Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2026 The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the shareholders, with votes cast as follows:

		Votes For	Votes Against	Abstain	Broker Non-Votes
		551,715,532	6,330,042	1,272,536	-

	Proposal 3: Advisory Vote on Executive Compensation The shareholders approved a non-binding resolution to approve the Company’s executive compensation program, with votes cast as follows:

		Votes For	Votes Against	Abstain	Broker Non-Votes
		428,986,336	22,828,183	3,393,885	104,109,707

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


			ONEOK, Inc.

Date:	May 21, 2026	By:	/s/ Walter S. Hulse III
			Walter S. Hulse III Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

Source: View Original Filing on SEC EDGAR

FAQ

What did ONEOK (OKE) shareholders decide at the 2026 annual meeting?

Shareholders elected all ten director nominees for one-year terms, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved on a non-binding basis ONEOK’s executive compensation program, based on detailed vote tallies reported in the meeting results.

Were all ONEOK (OKE) director nominees elected at the 2026 annual meeting?

Yes, all ten director nominees were elected to ONEOK’s Board for one-year terms ending at the 2027 annual meeting, each receiving a majority of votes cast, with individual support levels exceeding 426 million votes in favor per nominee.

Did ONEOK (OKE) shareholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes, shareholders ratified PricewaterhouseCoopers LLP as ONEOK’s independent registered public accounting firm for the year ending December 31, 2026, with 551,715,532 votes for, 6,330,042 against, and 1,272,536 abstentions, and no broker non-votes reported.

How did ONEOK (OKE) shareholders vote on executive compensation in 2026?

ONEOK shareholders approved the advisory resolution on executive compensation, with 428,986,336 votes for, 22,828,183 against, 3,393,885 abstentions, and 104,109,707 broker non-votes, indicating support for the company’s executive pay program on a non-binding basis.

What were broker non-votes at ONEOK’s 2026 annual meeting?

Broker non-votes reflect shares held by brokers without voting instructions from beneficial owners on certain proposals. At ONEOK’s 2026 meeting, broker non-votes totaled 104,109,707 for the director elections and advisory pay vote, and none for the auditor ratification proposal.

Which proposals were on ONEOK’s 2026 annual meeting agenda?

The agenda included three proposals: election of ten directors for one-year terms, ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, and an advisory vote to approve ONEOK’s executive compensation program, all of which received shareholder approval.

Filing Exhibits & Attachments

4 documents