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Williams (NYSE: WMB) holders approve larger equity pools and all 2026 proposals

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8-K

Rhea-AI Filing Summary

The Williams Companies, Inc. reported the results of its 2026 annual stockholder meeting, where stockholders approved amendments to key equity compensation plans and routine governance items.

They approved amending the 2007 Incentive Plan to increase issuable shares from 50,000,000 to 85,000,000, remove the plan expiration date, raise the annual director equity grant limit, eliminate share recycling for tax withholding, and revise certain change in control provisions. Stockholders also approved amending the 2007 Employee Stock Purchase Plan to increase issuable shares from 5,200,000 to 7,200,000 and extend its term six years.

All ten director nominees were elected for one-year terms. Stockholders gave advisory approval to named executive officer compensation and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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Insights

WMB shareholders approved larger equity pools and all routine annual meeting items.

Stockholders of The Williams Companies, Inc. approved amendments to the 2007 Incentive Plan, raising the share pool to 85,000,000 from 50,000,000, removing the plan expiration date, and adjusting director limits, tax-withholding recycling, and change-in-control provisions.

They also expanded the 2007 Employee Stock Purchase Plan to 7,200,000 issuable shares from 5,200,000 and extended its term by six years. All ten directors were elected with large majorities, say-on-pay passed, and Ernst & Young LLP was ratified as auditor for the year ending December 31, 2026.

These outcomes indicate continued stockholder support for existing leadership, compensation structures, and equity-based plans, while providing additional shares for future incentives and employee purchases under approved frameworks.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Incentive Plan issuable shares (new) 85,000,000 shares Amended 2007 Incentive Plan limit effective April 28, 2026
Incentive Plan issuable shares (prior) 50,000,000 shares Previous 2007 Incentive Plan limit before amendment
ESPP issuable shares (new) 7,200,000 shares Amended 2007 Employee Stock Purchase Plan limit
ESPP issuable shares (prior) 5,200,000 shares Previous Employee Stock Purchase Plan limit
Say-on-pay votes for 954,373,556 votes Advisory approval of named executive officer compensation
Incentive Plan amendment votes for 964,237,215 votes Approval of amended and restated 2007 Incentive Plan
ESPP amendment votes for 980,307,052 votes Approval of amended and restated 2007 Employee Stock Purchase Plan
Auditor ratification votes for 1,034,329,205 votes Ratification of Ernst & Young LLP for fiscal year 2026
2007 Incentive Plan financial
"approved the Amendment and Restatement of The Williams Companies, Inc. 2007 Incentive Plan"
Employee Stock Purchase Plan financial
"2007 Employee Stock Purchase Plan to increase the number of issuable shares"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
broker non-votes regulatory
"VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES 954,373,556"
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.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure. In connection with the Company’s 2026 Annual Meeting"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
independent registered public accounting firm financial
"ratify the Selection of Ernst & Young 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.
change in control provisions financial
"remove certain change in control provisions, and make other amendments"
Understanding 8-K Material Events →
0000107263false00001072632026-05-042026-05-04

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 4, 2026 (April 28, 2026)

The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware1-417473-0569878
(State or other jurisdiction of
incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
One Williams Center
Tulsa, Oklahoma
74172-0172
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (918) 573-2000

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 communications 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueWMBNew 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restatement of The Williams Companies, Inc. 2007 Incentive Plan

At The Williams Companies, Inc.’s (the “Company’s”) 2026 Annual Meeting of Stockholders (the “Annual Meeting”) held on Tuesday, April 28, 2026, the Company’s stockholders approved the Amendment and Restatement of The Williams Companies, Inc. 2007 Incentive Plan (the “Amendment to the Incentive Plan”) to increase the number of issuable shares from 50,000,000 to 85,000,000, remove the plan expiration date, increase the annual director equity grant limit, eliminate share recycling for tax withholding, remove certain change in control provisions, and make other amendments. The Company’s Board of Directors approved the Amendment to the Incentive Plan on January 27, 2026, subject to stockholder approval, and the Amendment to the Incentive Plan became effective with such stockholder approval on April 28, 2026. A summary of the Amendment to the Incentive Plan is available in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (“SEC”) on March 18, 2026. The summary of the Amendment to the Incentive Plan is qualified in its entirety by reference to the full text of the Amendment to the Incentive Plan, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

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

At the Annual Meeting, the Company’s stockholders considered and voted upon the following proposals, which are more fully described in the Company’s Proxy Statement: (1) Elect Ten Director Nominees for a One-year Term; (2) Approve, on an Advisory Basis, the Compensation of our Named Executive Officers; (3) Approve the Amendment and Restatement of The Williams Companies, Inc. 2007 Incentive Plan to Increase the Number of Issuable Shares from 50,000,000 to 85,000,000, Remove the Plan Expiration Date, Increase the Annual Director Equity Grant Limit, Eliminate Share Recycling for Tax Withholding, Remove Certain Change in Control Provisions, and Make Other Amendments; (4) Approve the Amendment and Restatement of The Williams Companies, Inc. 2007 Employee Stock Purchase Plan to Increase the Number of Issuable Shares from 5,200,000 to 7,200,000, Extend the Term Six Years, and Make Other Amendments; and (5) Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2026. The following are the final voting results:

1.Each of the director nominees was elected to the Company’s Board of Directors to serve a one-year term expiring at the Company’s next annual meeting of stockholders. Voting results were as follows:

NOMINEEVOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
Stephen W. Bergstrom930,781,73955,362,318696,707112,666,349
Michael A. Creel959,737,43126,408,556694,777112,666,349
Carri A. Lockhart968,040,47917,897,570902,715112,666,349
Richard E. Muncrief916,933,22869,072,484835,052112,666,349
Peter A. Ragauss943,939,67342,087,397813,694112,666,349
Rose M. Robeson963,977,41722,102,528760,819112,666,349
Scott D. Sheffield966,353,01319,779,222708,529112,666,349
William H. Spence934,819,84551,284,202736,717112,666,349
Jesse J. Tyson944,728,30440,808,0941,304,366112,666,349
Chad J. Zamarin970,347,23615,789,776703,752112,666,349

2.Stockholders approved, on an advisory basis, the compensation of our named executive officers. The voting results were as follows:

VOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
954,373,55629,628,3162,838,892112,666,349

3.Stockholders approved the Amendment and Restatement of The Williams Companies, Inc. 2007 Incentive Plan to increase the number of issuable shares from 50,000,000 to 85,000,000, remove the plan expiration date, increase the annual director equity grant limit, eliminate share recycling for tax withholding, remove certain change in control provisions, and make other amendments. The voting results were as follows:



VOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
964,237,21520,032,4962,571,053112,666,349

4.Stockholders approved the Amendment and Restatement of The Williams Companies, Inc. 2007 Employee Stock Purchase Plan to increase the number of issuable shares from 5,200,000 to 7,200,000, extend the term six years, and make other amendments. The voting results were as follows:

VOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
980,307,0525,151,4801,382,232112,666,349

5.Ernst and Young LLP was ratified as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The voting results were as follows:

VOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
1,034,329,20564,449,935727,9730

Item 7.01. Regulation FD Disclosure.

In connection with the Company’s 2026 Annual Meeting, the Company did not receive any stockholder questions.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01 on this Current Report on Form 8-K is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number                                                                       Description                                                                   
10.1
The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective April 28, 2026.
104
Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE WILLIAMS COMPANIES, INC.
Dated:May 4, 2026By:/s/ Robert E. Riley, Jr.
Robert E. Riley, Jr.
Vice President and Assistant General Counsel -
Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did WMB stockholders approve regarding the 2007 Incentive Plan in 2026?

Stockholders approved an amendment to increase issuable shares from 50,000,000 to 85,000,000, remove the expiration date, raise the annual director equity grant limit, eliminate share recycling for tax withholding, adjust certain change in control provisions, and make additional amendments to the 2007 Incentive Plan.

How was The Williams Companies’ 2007 Employee Stock Purchase Plan changed?

Stockholders approved amending the 2007 Employee Stock Purchase Plan to raise issuable shares from 5,200,000 to 7,200,000, extend the plan’s term by six years, and make other amendments. This provides more capacity and time for employees to buy company stock through the plan.

Were all director nominees elected at The Williams Companies’ 2026 annual meeting?

Yes. All ten director nominees were elected to one-year terms. Each nominee received hundreds of millions of votes in favor, with additional votes against, abstentions, and broker non-votes reported, confirming the full slate’s election until the next annual stockholder meeting.

Did WMB stockholders approve say-on-pay for named executive officers?

Yes. Stockholders approved, on an advisory basis, compensation for named executive officers with 954,373,556 votes for, 29,628,316 against, 2,838,892 abstentions, and 112,666,349 broker non-votes, indicating broad support for the company’s executive pay program in this non-binding vote.

Who was ratified as The Williams Companies’ independent auditor for 2026?

Ernst & Young LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026. The ratification received 1,034,329,205 votes for, 64,449,935 against, and 727,973 abstentions, with no broker non-votes reported on this proposal.

When did the amended 2007 Incentive Plan for WMB become effective?

The amended and restated 2007 Incentive Plan became effective on April 28, 2026, upon stockholder approval at The Williams Companies, Inc.’s 2026 Annual Meeting of Stockholders. The board had previously approved the amendment on January 27, 2026, subject to that stockholder approval.

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