ONEOK, Inc. (OKE)
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AGM 2023

May 24, 2023

Julie Edwards
Board Chair, ONEOK

Good morning, ladies and gentlemen, welcome. I'm Julie H. Edwards, Board Chair of ONEOK, Inc. It is my pleasure to welcome you to the ONEOK 2023 Annual Meeting of Shareholders. We greatly value your participation. I call this meeting to order. By holding our annual meeting virtually, our shareholders are able to join us from anywhere, enabling increased attendance and participation, providing a cost savings to our company while contributing to our sustainability effort by reducing environmental impact. We will continue to evaluate our annual meeting format in an effort to maximize shareholder access and participation. It is our intent to conduct today's meeting according to the agenda and rules and procedures posted on the virtual meeting website. Please note that following adjournment of the formal meeting, there will be an opportunity for you to submit questions online via the meeting site.

The polls will open for voting after all the proposals have been presented. I remind you that statements made during our annual meeting that include ONEOK expectations or predictions should be considered forward-looking statements and are covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. Actual results could differ materially from those projected in any forward-looking statement. For a discussion of factors that could cause actual results to differ, please refer to our SEC filings. Before proceeding to the business of the meeting, let me introduce your board. Brian Derksen, Retired Deputy Chief Executive Officer of Deloitte US, Dallas, Texas. Mark Helderman, Retired Managing Director and Co-Portfolio Manager of Sasco Capital Inc, Westlake, Ohio. Randall Larson, Retired Chief Executive Officer of TransMontaigne Partners LP, Tucson, Arizona.

Steve Malcolm, Retired Chairman of the Board, President, and Chief Executive Officer of The Williams Companies, Inc, Tulsa, Oklahoma. Jim Mogg, Retired Chairman of the Board of DCP Midstream GP, LLC, Hydro, Oklahoma. Patty Moore, Retired Chairman of the Board of Red Robin Gourmet Burgers and former President, Sonic Corp, Broken Arrow, Oklahoma. Pierce Norton, President and Chief Executive Officer, ONEOK, Inc; Eddie Rodriguez, President, Strategic Communications Consulting Group, El Paso, Texas; Gerald Smith, Chairman and Chief Executive Officer of Smith Graham & Company, Houston, Texas. On behalf of all of ONEOK shareholders, I thank you for your service on the board. Patrick Cipolla, Vice President, Associate General Counsel, Compliance and Ethics, and Corporate Secretary of ONEOK, Inc, will serve as Secretary for this meeting.

Daniel Loeffler, Vice President, Relationship Manager of EQ Shareowner Services, our independent stock transfer agent, has been appointed as Inspector of Elections for this meeting. Mr. Cipolla will now report on the mailing of the notice of this meeting and the presence of a quorum.

Patrick Cipolla
VP, Associate General Counsel and Corporate Secretary, ONEOK

Thank you, Madam Chair. Notice of this meeting, accompanied by a proxy statement covering the matters to be acted upon at this meeting, a proxy card, and the company's 2022 annual report were first mailed on April 5, 2023, to each shareholder of record as of March 27, 2023. A list of shareholders entitled to notice of and to vote at this meeting has been available for viewing at corporate headquarters for the past 10 days and is available for viewing by appointment. At the record date, 447,439,752 shares of ONEOK common stock were issued and outstanding.

We are informed by the Inspector of Election that the count of shares immediately prior to this meeting shows that a majority of the shares of ONEOK common stock outstanding at the record date are represented at this meeting in person or by proxy. Madam Chair, a quorum is therefore present.

Julie Edwards
Board Chair, ONEOK

Thank you, Mr. Cipolla. I hereby declare a quorum is present and that this meeting is duly convened for the purpose of conducting such business as may properly come before it. On behalf of the Board of Directors of ONEOK, I express my appreciation to all shareholders participating today and all shareholders who returned their proxies. At today's meeting, we are asking our shareholders to vote on the following five proposals. Proposal number 1 is the annual election of 10 directors to serve for a 1-year term expiring at the company's annual meeting of shareholders in 2024. The nominees for the 10 director seats, as set forth in the proxy statement for this meeting, are Brian L. Derksen, Julie H. Edwards, Mark W. Helderman, Randall J. Larson, Steven J. Malcolm, Jim W. Mogg, Pattye L. Moore, Pierce H. Norton II, Eduardo A. Rodriguez, Gerald B. Smith.

Proposal number two is the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for ONEOK, Inc for the year ending December 31, 2023. Proposal number three is the amendment and restatement of our employee stock purchase plan to authorize an additional 1,500,000 shares of our common stock for issuance under such plans. Proposal number four is the annual advisory vote on the compensation paid to the named executive officers as described in the proxy statement for today's meeting. Proposal number five is an advisory vote on the frequency of the advisory vote on executive compensation. I now move for shareholder approval of these five proposals. The polls are now open.

I would like to point out that those of you who have previously returned proxies have authorized the persons named in the proxy to vote your shares as instructed on all proposals coming before the meeting, and you do not need to take any further action. If any shareholder has not submitted a proxy or wishes to revoke a previously voted proxy and recast their vote, you may do so by clicking on the voting button on the meeting website and follow the instructions. We will pause briefly to allow you to do so. While we are paused, you will hear silence on the line and then we will continue. Okay, that seemed like a long time. We're still here. Thank you for those who voted. Since all shareholders have now had the opportunity to vote, I declare the polls closed. The Inspector of Election will now count the votes.

While he is doing so, our CEO, Pierce Norton, will address the meeting.

Pierce Norton
President and CEO, ONEOK

Thank you, Madam Chair, good morning, and thank you for your investment in our company. I get the privilege of delivering these remarks on behalf of the ONEOK employees. Today, I will speak to you about the highlights of 2022 and make a few brief comments on our recently announced agreement to acquire Magellan Midstream Partners. A review of 2022 results were included in the proxy statement in the ONEOK annual report, which were distributed to investors in advance of today's meeting. These include detailed information on ONEOK's 2022 financial and operational performance, and I encourage you to review them if you've not already done so. 2022 was a year of strong results. Thanks to the dedication of our employees and the resiliency of our assets, which delivered another year of consecutive earnings growth for our shareholders, our ninth consecutive year of adjusted EBITDA growth.

Just as important to our business performance, if not more, 2022 marked ONEOK's best-recorded safety year in the company's history related to minor and serious injuries. As it relates to the returning value to investors, ONEOK maintained its quarterly dividend in 2022 and increased it by 2% in January 2023. We provided investors with more than 25 years of dividend stability and growth, not cutting our dividend during the COVID-challenged years. This underlines our commitment and the confidence to create exceptional value for our shareholders. Our strong return on invested capital is a source of pride for ONEOK and is a key metric for evaluating our performance. Our nearly 15% ROIC in 2022 highlights the scrutiny that we place on investments, the efficiency of our capital, and the high quality of our projects earnings.

We met our 2022 financial guidance expectations despite weather-related events and the impact of an operational incident at our Medford Fractionation Facility. In early January of this year, we settled the insurance claims related to the Medford incident that occurred in July of 2022. Due to market demand and more favorable completion schedule, we announced plans to construct a new NGL fractionation facility, MB-6, in Mont Belvieu, Texas, replacing the Medford facility. As we shift to 2023, higher natural gas processing and NGL volumes and strong fee-based earnings are expected to contribute to higher earnings in 2023 as we continue to focus on both growing our core businesses and innovating for future opportunities. There are key differentiators of ONEOK's business that have proven critical to our past success and offer us confidence in the future. These differentiators provide stability, resiliency, and unique opportunities for growth.

Our solid and growing base businesses, which feature strategically positioned assets in some of the most productive U.S. shale basins connected with some of the largest and most well-capitalized producers in the U.S. who provide stable and growing supply to our systems. We saw strong full-year natural gas gathering and NGL volumes on our system in 2022, despite several weather events during the year. NGL volumes were particularly strong in the Williston Basin, increasing 12% year-over-year due to the higher activity levels and increased opportunities to recover ethane from the region.

We also saw a solid return on activity in the Mid-Continent region, driving higher natural gas processing volumes on our system. We'll continue to see the benefits of this producer activity with crude prices well above break-even economics and continued strong demand for U.S. energy that support a constructive outlook for 2023 in our base businesses in the Williston Basin, Mid-Continent, and the Permian Basin. Second, our strong balance sheet and investment-grade credit ratings, which provide significant financial flexibility. Recently, Moody's Investors Service upgraded our credit rating to Baa2, highlighting our improved leverage metrics. Third, our proven track record of intentional and disciplined growth. We continue to benefit from significant operating leverage across our systems, enabling us to continue focusing on lower capital and higher return projects and investments to support producer growth across our operations.

The successful completion of our Demicks Lake III natural gas processing plant and MB-5 fractionation projects provide additional system capacity and resiliency and are examples of our continued focus on organic growth aligned with our customers' needs. Another example of a potential new growth project is our December 2022 announcement of our application for the Presidential permit with a Federal Energy Regulatory Commission to construct and operate facilities for the exploration of natural gas at a new international border crossing at the U.S. and Mexico border in Texas. These proposed border facilities would connect upstream with a potential intrastate pipeline, the Saguaro Connector Pipeline. Which would be designed to transport natural gas from one of its existing West Texas intrastate natural gas pipeline systems in the Permian Basin in West Texas to a new border crossing.

It would connect with a new pipeline under development in Mexico for delivery to an export facility on the west coast of Mexico. Final investment decision on the Saguaro Connector Pipeline is expected in mid-2023. Through the efforts of our workforce and the resiliency of our assets, we have provided exceptional value for our stakeholders and have positioned ONEOK to continue delivering growth in 2023 and opportunities for continued growth in the future, including from the world's energy transformation. It's clear ONEOK is investing in the future for innovative emissions monitoring tech with Orbital Sidekick to an energy tech startup hub in the America's Heartland. We certainly have in mind toward the future of energy transformation, but we will continue to look at the opportunities that complement our core businesses where we can bring unique perspectives and expertise to the table.

For example, we have a venture capital fund actively researching and investing in future opportunities. We participate with innovative leaders and peers in an early-stage capital fund. We are participating in a DOE fund project in our northern region focused on hydrogen hubs. Orbital Sidekick was an initial direct venture investment driven through collaboration with ONEOK's operations team. This relatively small investment may allow ONEOK to potentially improve safety and emissions. We're also taking an intentional and disciplined approach to the future-focused investments and really look at 3 key things. First, how is the technology applicable to ONEOK in our business? Second, how might the technology be applicable to others? Third, does the team have the right partnership mindset that allows us to effectively work together? Throughout all of these, we look for the art of the possible.

Lastly, I mentioned in my opening, we announced last week that we have executed a definitive merger agreement under which ONEOK will acquire all outstanding units of Magellan Midstream Partners in a cash and stock transaction. The transaction is expected to close in the third quarter of 2023, subject to customary closing conditions, including the approvals of both ONEOK shareholders and Magellan unit holders, as well as a standard regulatory clearance. ONEOK, a member of the S&P 500, has a long history and a track record of being at the forefront of transformational transactions. This marks the fifth transformative transaction in the past 20 years. Each of these transactions were contemplated from the standpoint of creating opportunities for future earnings growth.

Combining the assets from Magellan will introduce two additional platforms, refined products and crude oil transportation, further diversifying our business mix, fee-based earnings, and generating significant incremental free cash flow. With this combination, we'll nearly be operating 50,000 miles of pipeline assets primarily in the central U.S., of which there are 25,000 miles of liquids-oriented pipelines. We see value and significant potential for enhanced customer product offerings and export opportunities. Given ONEOK's and Magellan's assets and operational expertise, we have forecasted significant corporate and commercial synergies that can be achieved within the next two to four years. For example, ONEOK has a long history of having strategic commercial mindset, where we are always challenging ourselves to create new markets and additional capacity to move various NGL products on our pipelines throughout our vast networks, adding value to our customers and ultimately to our investors.

This is expected to also present further opportunities in our core businesses as well as enhance our ability to participate in the ongoing energy transformation with an increased presence in sustainable fuels and hydrogen corridors. We are excited about the future of our combined companies, and we look forward to welcoming Magellan's well-respected employees to ONEOK. The employees at both companies take pride as leading midstream operators focused on safety, reliability, environmental performance. We're proud of the culture that we have built and will further develop in these key areas. Again, thanks to you, our investors, for your investment and your confidence as you continue to participate in ONEOK's future. Madam Chair, that concludes my remarks.

Julie Edwards
Board Chair, ONEOK

Thank you, Pierce. Mr. Cipolla, will you please report on the results of the voting?

Patrick Cipolla
VP, Associate General Counsel and Corporate Secretary, ONEOK

Madam Chair, we've been provided the preliminary report of the inspector of election as follows. Each of the 10 director nominees has been elected to the board of directors. Proposals two, three, and four have been approved by the required vote of the ONEOK shareholders. Proposal five has been approved for an advisory vote on executive compensation every year.

Julie Edwards
Board Chair, ONEOK

Thank you, Mr. Cipolla. Because no one has submitted any additional business for this meeting, in accordance with the provisions of our bylaws, there is no other business to come before this meeting. I once again express my sincere appreciation to the shareholders who attended this meeting and to those who submitted their proxies prior to the meeting. I declare this annual meeting of shareholders concluded. We're now ready for any shareholder questions that have been submitted for this meeting. Seeing that there have actually been none, no more questions are coming in, that concludes the Q&A session. Thank you again for attending and for your investment in ONEOK. Operator, you may disconnect.

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