ONEOK, Inc. (OKE)
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AGM 2020

May 20, 2020

Speaker 1

Thank you for standing by and welcome to the ONEOK, Inc. Annual Meeting of Shareholders.

Speaker 2

Good morning, ladies and gentlemen, and welcome. I'm John Gibson, Chairman of the Board of ONEOK, Inc. And it is my pleasure to welcome you to the ONEOK 2020 Annual Meeting of Shareholders. I call this meeting to order. In light of the COVID-nineteen pandemic, we are holding this year's annual meeting as a virtual meeting via the web.

It is our intention 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 meeting, there will be an opportunity for you to submit questions online via the meeting site. The polls will be 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 provision 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 statements.

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 Doerksen, Retired Deputy Chief Executive Officer of Deloitte US, Dallas, Texas Julie Edwards, President and Chief Financial Officer of Southern Union Company and former Chief Financial Officer, Frontier Oil Corporation, Houston, Texas Mark W. Helderman, retired Managing Director and Co Portfolio Manager of Sasko Capital Inc, Westlake, Ohio Randy Larson, Retired Chief Executive Officer of Transmontane Partners LP, Tucson, Arizona Steve Malcolm, Retired Chairman of the Board, President and Chief Executive Officer of The Williams Companies Inc, Tulsa, Oklahoma Jim Maag, retired Chairman of the Board of DCP Midstream GP LLC, Hydro Oklahoma Patti Moore, retired Chairman of the Board of Red Robin Gourmet Burgers and former President, Sonic Corporation, Broken Arrow Oklahoma Gary Parker, President Moffett Parker and Company, Muskogee, Oklahoma Eddie Rodriguez, President, Strategic Communications Consulting Group, El Paso, Texas and Terry Spencer, President and Chief Executive Officer, ONEOK Inc. On behalf of all the ONEOK shareholders, I thank you for your service on the Board.

Eric Grimshaw, Vice President, Associate General Counsel and Corporate Secretary of ONEOK, Inc, will serve as secretary for this meeting. Dan Loeffler, Assistant Vice President of EQ Shareholder Services, our independent stock transfer agent, has been appointed as Inspector of Election for this meeting. Mr. Grimshaw will now report on the mailing of the notice of this meeting and the presence of a quorum.

Speaker 3

Thank you, Mr. Chairman. 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 2019 annual report were first mailed on April 3, 2020 to each shareholder of record as of March 23, 2020. 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, 413,857,174 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. Mr. Chairman, a quorum is therefore present.

Speaker 2

Thank you, Mr. Grimshaw. I hereby declare that 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 return their proxies. At today's meeting, we are asking our shareholders to vote on the following three proposals.

Proposal number 1 is the annual election of 11 directors to serve for a 1 year term, expiring at the company's annual meeting of shareholders in 2021. The nominees for the 11 directors seats as set forth in the proxy statement for this meeting are Brian L. Dirkson, Julie H. Edwards, John W. Gibson, Mark W.

Helderman, Randall J. Larson, Stephen J. Malcolm, Jim W. Mogg, Patty L. Moore, Gary D.

Parker, Eduardo A. Rodriguez, Terry K. Spencer. Proposal number 2 is the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for ONEOK Inc. For the 2020 fiscal year.

Proposal number 3 is the annual advisory vote on the compensation paid to the named executive officers as described in the proxy statement for today's meeting. I now move for shareholder approval of these 3 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 then follow the instructions.

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 the inspector is completing the tabulation of the votes, I would like to ask Terry Spencer, our President and Chief Executive Officer to provide an update on the company's performance.

Speaker 4

Good morning and welcome to ONEOK's Annual Meeting of Shareholders. Thank you for joining us today and for your continued trust and investment in our company. On behalf of ONEOK, we hope you, your families and your colleagues are safe and healthy as we all navigate and cope with the uncertainties surrounding the COVID-nineteen pandemic. A review of 2019 was included in the proxy statement and the ONEOK Annual Report, which were distributed to investors in advance of today's meeting. These include detailed information on ONEOK's 2019 financial and operational performance and I encourage you to review them if you have not already done so.

A couple of items I want to highlight from 2019 include our employees' outstanding environment, safety and health performance, resulting in the company's lowest incident rates for employee injuries and preventable vehicle accidents in the past 10 years and lowest agency reportable environmental events over the past 6 years. We also completed several major growth projects, including 2 long haul NGL pipelines, Elk Creek and Arbuckle II, 2 natural gas processing plants and our MB-four fractionator in the Gulf Coast. These projects provide capacity for future growth across our businesses, including reducing the amount of natural gas flaring in the Williston Basin, which benefits the environment. Much has changed in our country, in our world and the energy industry since our annual report and proxy were produced and mailed out earlier this year. As an essential critical infrastructure business, our employees continued daily work during the COVID-nineteen pandemic.

We remain focused on operating safely and responsibly and on providing services that our communities and customers rely on us for. We've asked all employees to work from home who are able and we've increased safety protocols for those critical employees continuing to work on-site. We've offered additional support to employees through temporary benefit adjustments and human resources programs and are prioritizing open communication with employees, our Board of Directors and the financial community related to our COVID-nineteen response efforts. The current environment and worldwide impacts of this pandemic are clearly unprecedented. But as you know, COVID-nineteen is not the only challenge facing the energy industry right now.

The sudden loss of energy demand and resulting pullback in crude oil production across the country is greatly impacting our industry. We've been through cycles before and we have a long track record of delivering on expected results. And most importantly, the fundamentals of our business have not changed. Our financial strength and liquidity provide financial flexibility. Our extensive and integrated assets including available storage in key market centers are competitively well positioned.

Our fee for service business model mitigates commodity exposure and our producer and end user customers are some of the most resilient and well capitalized in the industry, and the demand for NGLs in the U. S. And abroad remains. All these factors provide the foundation for a resilient business able to weather these kinds of uncertain market conditions and provide a platform to resume growth when it makes sense. The natural gas and NGL reserves in the basins served by our extensive 40,000 mile pipeline network haven't moved.

The long life reserve base is still there and we believe our ability to serve it is stronger than ever. We're now in a great position with available integrated capacity across our system once market conditions improve. And as we've done in previous commodity cycles, we're able to adjust the scale and timing of our growth projects to best fit the needs of our customers. We made swift adjustments early on in this cycle to better align our capital investments with our customers' needs and we will continue to be flexible and responsive to those needs as our view of the market evolves. To our employees, both those continuing to work remotely and those who are still reporting to a facility or field location, thank you for your continued hard work, ingenuity and dedication to our company, your focus on maintaining valued services for our customers and your commitment to continuing to operate safely and responsibly are exceptional.

I have often said that if we don't the environment, safety and health part of our business right, nothing else matters. Amid this pandemic, this is truer than ever. In March of this year, I'm pleased to share that we reported 0 incidents in the 4 different safety and environmental incident rate categories we track, a truly outstanding performance considering our current operating environment. Our first quarter environmental safety and health results were our best ever and we are tracking at or below our full year targets, which aligns with our company wide goal to be a top tier environmental safety and health performer. During a very difficult period, our employees have risen to the challenge by remaining committed to the health and well-being of our company, families and communities.

I'd also like to thank our Board of Directors for its guidance during this challenging time. Your wealth of knowledge and experience are invaluable to ONEOK's success. While the near term view of the world is changing every day, the long term fundamentals of our strategic businesses remain strong and well positioned for continued growth when global energy demand recovers.

Speaker 2

Thank you, Terry, for those remarks and thank you and your team for and all your employees for rising to the occasion and providing the great leadership to our employees. Mr. Grimshaw, will you please report on the results of the voting?

Speaker 3

Mr. Chairman, we have been provided the preliminary report of the Inspector of proposals has been approved by the required vote of the ONEOK shareholders. Thank you, Mr. Grimshaw.

Speaker 2

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 appreciation to the shareholders who attended this meeting and to those who submitted their proxies prior to the meeting. I now declare this annual meeting of shareholders concluded. And we are now ready for a session with shareholder questions via the meeting website.

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