ONEOK, Inc. (OKE)
NYSE: OKE · Real-Time Price · USD
87.75
+0.25 (0.29%)
At close: Apr 27, 2026, 4:00 PM EDT
89.00
+1.25 (1.42%)
After-hours: Apr 27, 2026, 5:00 PM EDT
← View all transcripts

AGM 2024

May 22, 2024

Julie H. Edwards
Board of Directors, ONEOK

Good morning, ladies and gentlemen, and welcome. I'm Julie Edwards, Board Chair of ONEOK, Inc., and it is my pleasure to welcome you to the ONEOK 2024 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 efforts 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 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 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 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 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 Global Deputy Chief Executive Officer of Deloitte Touche Tohmatsu Limited, Dallas, Texas. Lori Gobillot, Business Consultant, Gobillot Advisors, Houston, Texas. Mark Hitz, Retired Managing Director and Co-Portfolio Manager of Sasco Capital, Inc., Westlake, Ohio.

Randall Larson, Retired Chief Executive Officer of TransMontaigne Partners L.P., Tucson, Arizona. Pattye Moore, Retired Chairman of the Board of Red Robin Gourmet Burgers and former President, Sonic Corporation, Broken Arrow, Oklahoma. Pierce Norton, President and Chief Executive Officer, ONEOK Inc., Tulsa, Oklahoma. Eduardo Rodriguez, President, Strategic Communications Consulting Group, El Paso, Texas. Gerald Smith, Founder, Chairman, and former Chief Executive Officer of Smith, Graham & Company, Houston, Texas. And Wayne Smith, Retired Chairman and Chief Executive Officer of BASF Corporation, North America, Rochester, New York. On behalf of all ONEOK shareholders, I thank you each for your service on the board. Immediately prior to this meeting, and in accordance with the mandatory retirement age provision of our bylaws, two of our board members, Steven Malcolm and James Mogg, retired.

As directors, they have played a significant and invaluable role by demonstrating excellent judgment, integrity, and wise counsel through the company's growth and success. On behalf of the ONEOK shareholders, board of directors, and the management team, we want to express our appreciation and gratitude for their outstanding and dedicated service. We wish them the very best. Patrick Cipolla, Vice President, Deputy General Counsel, Compliance and Ethics, and Corporate Secretary of ONEOK, Inc., will serve as Secretary for this meeting. Daniel Leffler, Vice President, Relationship Manager of Equiniti Trust Company, LLC, our independent stock transfer agent, has been appointed as Inspector of Election for this meeting. Mr. Cipolla will now report on the mailing of the notice of this meeting and the presence of a quorum.

Patrick J. Cipolla
VP, Deputy General Counsel, Compliance and Ethics, 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 2023 annual report, were first mailed on April 3, 2024, to each shareholder of record as of March 25, 2024. 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, 583,639,669 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 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 H. Edwards
Board of Directors, 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 three 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 2025....The nominees for the 10 director seats, as set forth in the proxy statement for this meeting, are Brian L. Derksen, Julie H. Edwards, Lori A. Gobillot, Mark W. Hitz, Randall J. Larson, Pattye L. Moore, Pierce H. Norton, Eduardo A. Rodriguez, Gerald B. Smith, Wayne T. Smith.

Proposal number 2 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, 2024. 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 three 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. Since all shareholders have now had the opportunity to vote, I declare the polls closed. The inspector of elections will now count the votes. While he is doing so, our CEO, Pierce Norton, will address the meeting.

Pierce H. Norton
Chairman, President and CEO, ONEOK

Good morning, and thank you for your investment in ONEOK. A review of our 2023 results was included in the proxy statement and our annual report, which were distributed to investors in advance of today's meeting. These documents include detailed information on ONEOK's 2023 financial and operational performance, and I encourage you to review those materials if you've not already done so. I'd like to start out by reflecting on ONEOK's performance and significant achievements. 2023 marked ONEOK's 10th consecutive year of Adjusted EBITDA growth that has been accomplished through various commodity cycles. ONEOK significantly expanded our portfolio of assets by completing our $18.8 billion acquisition of Magellan Midstream Partners in late September. This strategic transaction brought together two top-tier midstream companies with industry-leading returns on invested capital and created material diversification and scale.

Adding Magellan's stable, primarily fee-based, refined products and crude transportation businesses to ONEOK creates a more resilient energy infrastructure company, a company designed to generate stable cash flow through various commodity cycles. Now, less than a year since the close of the transaction, it is clear that our companies are greater together than either were apart. The Magellan acquisition would not have been possible without the dedication and focus of our employees, who delivered strong financial performance from our legacy businesses by running those assets safely and reliably, while at the same time integrating two large new business platforms. We've continued to prioritize safety and our sustainability and ESG-related performance, consistently ranking toward the top of our industry peer group, including receiving a AAA rating from MSCI.

In January, our board of directors increased the quarterly dividend 3.7% to $0.99 per share, resulting in an annualized dividend of $3.96 per share. For future dividend increases, ONEOK expects to target an annual dividend growth rate ranging between 3% and 4%. Also, in January, the board of directors authorized a $2 billion share repurchase program that targets it to be largely utilized over the next four years. This program is complementary to our dividend growth rate as a key pillar of shareholder return in the future. In 2023, we achieved double-digit growth in the NGL throughput and natural gas processing volumes and continued to see robust producer production across our operations, with North Dakota's natural gas production reaching new all-time highs during the year.

We've also had a strong start to 2024, resulting in ONEOK already increasing financial guidance from what it was originally announced in February. We are now guiding to a 2024 net income midpoint of $2.88 billion and an Adjusted EBITDA midpoint of $6.175 billion. Our increase to 2024 financial guidance was driven by two key factors. First, favorable supply and demand fundamentals across our systems that are contributing to volume growth and providing significant momentum for the remainder of 2024 and into 2025. Second, the continued confidence in our ability to realize a meaningful commercial and cost synergies from the Magellan acquisition. From the supply perspective, we continue to see volume growth across our systems from increases in production.

As it relates to demand, we continue to see supportive demand and fundamentals for natural gas, natural gas liquids, refined products, and crude oil across our systems. Natural gas is seeing demand for continued electric generation. Ethane remains a highly preferred feedstock for petrochemical facilities. NGL export strength continues, and seasonal refined products demand for travel and agriculture continues to be steady. Crude oil demand is driven by global demand. We remain focused on expanding and extending our systems in ways that align with the needs of our customers and the marketplace. Progress continues this year on three material growth projects that are expected to be completed in the first quarter of 2025. They are the construction of MB-6, a new 125,000 barrel per day NGL fractionator in Mont Belvieu.

Second, the expansion of our Elk Creek NGL Pipeline, increasing our total capacity out of the Williston Basin to 575,000 barrels per day. And finally, the expansion of the West Texas NGL Pipeline in the Permian Basin, which will more than double our NGL capacity out of that area. We recently completed a 30,000 barrel per day expansion of our refined products pipeline in El Paso, Texas, which connects additional supply with growing markets in Texas, Arizona, and Mexico. Additionally, as the need for future power generation increases, domestic natural gas demand is projected to increase, affecting the entire midstream value chain, and ONEOK is positioned to play an important role. And just last week, ONEOK announced an agreement to acquire a system of strategic NGL pipelines for $280 million.

That includes 450 miles of pipelines located in the Gulf Coast market centers for NGLs, refined products, and crude oil. We have plans to connect these pipelines to our Mont Belvieu, Texas, NGL infrastructure and our Houston refined products and crude oil assets, providing quicker connectivity and accelerating our ability to capture batching and blending synergies. We expect to close this transaction midyear 2024, subject to the customary conditions. We've achieved a great deal in recent years and over the course of our company's history, and now ONEOK's larger scale will continue to support our efforts to help address domestic and international energy demand, contribute to energy security, and maintain our critical role in the long-term energy transformation.

As it relates to capital allocation, we remain focused on delivering long-term value for our stakeholders through balanced combination of higher return capital projects, dividend growth, debt reduction, and share repurchases. We are excited about the future of ONEOK. Strength across our businesses is indicating a solid 2024 and already providing momentum into 2025. Before I conclude my remarks, I want to acknowledge our employees once again for their continued dedication and exceptional performance, all while maintaining a focus on operating our businesses and taking on our integration efforts. Thank you for your unwavering commitment to excellence and operating safely. Thanks also to our board of directors for their guidance and leadership in 2023, and as we took on a major transformational step toward the future growth of the company. Finally, thanks to you, our investors, for continued trust and investment in our company.

Madam Chair, that concludes my remarks.

Julie H. Edwards
Board of Directors, ONEOK

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

Patrick J. Cipolla
VP, Deputy General Counsel, Compliance and Ethics, 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 and three have been approved by the required vote of the ONEOK shareholders.

Julie H. Edwards
Board of Directors, 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 have submitted their proxies prior to this meeting. I declare this annual meeting of shareholders concluded.

Powered by