The Williams Companies, Inc. (WMB)
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AGM 2024

Apr 30, 2024

Operator

Hello and welcome to the 2024 Annual Meeting of Stockholders of The Williams Companies, Inc. Please note that the links to the company's annual meeting materials, the rules of conduct for this annual meeting, and the company's forward-looking statement cautionary languages are available on the meeting portal. Registered stockholders may electronically submit questions at any time during this annual meeting by clicking on the Q&A icon at the top of the meeting portal. It is now my pleasure to turn today's meeting over to Chairman of the Board of Directors of The Williams Companies, Inc, Mr. Stephen Bergstrom. Mr. Bergstrom, the meeting is yours.

Stephen Bergstrom
Chairman of the Board, The Williams Companies, Inc

Thank you. Welcome to our virtual annual meeting. The meeting is now convened, and will please come to order. I am Steve Bergstrom, Chairman of the Board of Directors of the company, and will act as the presiding officer of this annual meeting. I would like now to introduce you to our Board of Directors. In addition to myself, our current directors are Mike Creel, Stacey Doré, Carri Lockhart, Rick Muncrief, Peter Ragauss, Rose Robeson, Scott Sheffield, Murray Smith, Bill Spence, Jesse Tyson, and Alan Armstrong, who is also our President and Chief Executive Officer. We will begin with the formal business portion of the annual meeting, during which the voting on the proposals numbered one through four in the company's proxy statement will be conducted.

Following the formal business portion of the annual meeting, we will transition to the informal portion of the annual meeting, during which our President and CEO, Alan Armstrong, will provide a report on operational and strategic matters. We will then entertain stockholder questions which were submitted throughout the meeting portal. To address meeting administration, I note that the board appointed Mr. Doug Ives of Computershare Trust Company as the inspector of election for the meeting. Among other responsibilities, Mr. Ives will determine the number of shares outstanding, the number of shares represented at this meeting, the existence of a quorum, and the validity of proxies. He will count and tabulate all votes, and he will certify the count of all votes. In addition, I hereby certify Ms. Cheryl Mann, an Assistant Corporate Secretary of the company, to act as Secretary of the meeting.

Our Corporate Secretary, Bob Riley, is also present and will read the submitted stockholder questions aloud. I have received proof in the form of an affidavit of mailing that proper notice of the annual meeting has been given. In addition, based on information received from the inspector of election, a quorum is present for the purposes of transacting business at this meeting, and I declare that the meeting is legally convened. In order to conduct an orderly meeting, I ask that you please follow the rules of conduct which are linked on the meeting portal. We will now begin the business portion of the annual meeting. The first item of business is the election of directors. Our board has nominated to serve as directors for the ensuing year the entire slate of directors listed in our proxy statement, specifically each of Alan S. Armstrong, Stephen W. Bergstrom, Michael A.

Creel, Stacey H. Doré, Carri A. Lockhart, Richard E. Muncrief, Peter A. Ragauss, Rose M. Robeson, Scott D. Sheffield, Murray D. Smith, William H. Spence, and Jesse J. Tyson. Our bylaws require that a stockholder provide advance notice of the intent to nominate a person as a director. As no such advance notice was received, I declare that the nomination for directors are now closed. I further note that the board recommended a vote for each of the director nominees. The second item of business is to approve, on advisory basis, the vote on executive compensation of our named executive officers. Our board has recommended that the stockholders approve, on an advisory basis, the company's executive compensation of our named executive officers. The next item of business is the ratification of the appointment of Ernst & Young LLP as the company's independent public accountants for 2024.

Our board has recommended that such appointment be approved and ratified by the stockholders. Next on the agenda is the proposal to consider adopting the amended and restated Certificate of Incorporation of The Williams Companies, Inc, to limit the liability of certain officers as permitted by law. Our board has recommended that stockholders vote to amend and restate the Certificate of Incorporation to limit the liability of certain officers as permitted by law. Finally, I note that the stockholder proposal that was originally included in our proxy statement as Proposal Number 5 was officially withdrawn by the stockholder after the filing of the proxy statement. Such stockholder proposal is therefore no longer under consideration for a vote at this meeting.

It is now 2:05 P.M. on April 30, 2024, and the polls for each of the items of business listed as Proposals one through four in our proxy statement are now open. If you have not already cast your vote, there is a link to vote on the meeting portal. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote. Before proceeding with the meeting, I will wait a few moments for the submission of any votes. I declare that the polls for each item of business are now closed. The next item of business is the preliminary report of the inspector of election. Any votes cast before the polls close but not reflected in the inspector of election's preliminary report will be reflected in the inspector of election's final report.

I now call on the inspector of election for this preliminary report, announcing the results of our stockholder vote.

Doug Ives
Relationship Manager, Computershare Trust Company

Mr. Chairman, I report that each of the nominees for director received a majority of the votes cast for their election. A majority of the votes cast were, on an advisory basis, voted for the company's executive compensation of named executive officers. A majority of the votes cast were voted for the ratification of the appointment of Ernst & Young LLP as the company's independent auditors for 2024, and less than 75% of the voting power of all shares of the outstanding stock of the company entitled to vote were cast for adopting the amended and restated Certificate of Incorporation of the Williams Companies, Inc, to limit the liability of certain officers as permitted by law, and therefore the proposal has not passed.

Stephen Bergstrom
Chairman of the Board, The Williams Companies, Inc

Based on the inspector of election's preliminary report, I now declare the election of each of the nominees as directors of the company, that on an advisory basis the company's executive compensation for named executive officers is approved, the appointment of Ernst & Young LLP, appointment as the company's independent auditor for 2024 is ratified. Although more than five times more stockholders voted for the proposal to amend our Certificate of Incorporation rather than against it, the proposal did not receive 75% of the total outstanding shares voting for. Accordingly, the proposal was not approved, and the company's existing Certificate of Incorporation will remain in effect, and final voting results will be available in a Form 8-K which the company will file with the SEC within four business days. I now declare the business portion of the annual meeting is concluded and adjourned.

We will now proceed with the informal portion of the annual meeting, which will include remarks from our company's President and CEO, Mr. Alan Armstrong, as well as a question-and-answer period. Now we will hear from Alan, his prerecorded message which will begin in a few seconds.

Alan Armstrong
President and CEO, William Companies, Inc

Good afternoon, and thank you for joining us for our 2024 annual meeting of shareholders. We appreciate your continued interest and investment in Williams. Before I jump into my prepared remarks, I'd like to start by recognizing the Williams Board of Directors, whose conviction to our long-term business strategy has provided a clear and supported path for our management team. This has enabled our team to execute crisply as we position Williams as the leader in natural gas infrastructure. This is an incredibly experienced group that comes from a diverse background across the energy space, and I'm grateful for their steadfast guidance. So now let me cover a few highlights from the past year's performance. Once again, our natural gas-focused strategy delivered excellent financial results in 2023.

Contracted transmission capacity, gathering volumes, and Adjusted EBITDA all surpassed previous highs, clearly demonstrating our ability to grow and hit new records despite low natural gas prices. We maintained a strong balance sheet and returned approximately $2.2 billion in attractive dividends to shareholders. We also executed on $130 million of opportunistic share buybacks within our repurchase program, as well as increased our dividend by 6.1% on a 2024 versus 2023 basis. As a result, we were able to announce during our 2024 Analyst Day that our 5.5% yield placed us in the top 5% of S&P 500 companies in terms of yield. And it's worth noting that 2024 marks the 50th consecutive year of dividend payments. We expect this strong performance to continue this year and have set our Adjusted EBITDA guidance midpoint at $6.95 billion.

This paves the way for what we anticipate will be a breakout year in 2025 as several large fee-based projects come online. I'll remind you that Williams handles more than one-third of U.S.-produced natural gas and operates more than 33,000 miles of pipelines. We draw on production from the best basins and deliver to the largest demand centers across the United States, as well as to export facilities serving markets overseas. Our diverse and growing customer base depends on our natural gas network to reliably serve growing demand for electricity generation, heating, and industrial uses here in the U.S. Our expanding interstate pipeline and storage footprint will further support the reliability of the U.S. power sector as it faces growing regional demand, driven in part by the emergence of new, large-scale data centers that are accelerating throughout our key markets.

Our incumbent position is extremely advantageous when it comes to executing expansion projects amidst a challenging permitting environment. We placed the first phase of our Transco expansion project, Regional Energy Access, into service ahead of schedule last October, ensuring that Northeast natural gas could be delivered to nearby markets in time for the heating season. We also advanced 10 FERC-regulated gas transmission projects through the permitting process and won contracts for the most valuable expansion ever on a Williams pipeline system. In total, we have 20 high-return projects in execution across our business, including approximately 3.1 BCF per day of expansions on Transco coming online over the next few years. In addition to organic growth, we executed on several strategic acquisitions in 2023 that positioned us to serve fast-growing markets that we identified through our strategic review process.

Mountain West Pipeline adds approximately 8 billion cubic feet per day of transmission capacity, as well as an important storage facility, to our portfolio and enhances connectivity in the Rockies and West Coast markets. We completed two transactions that dramatically increased our position in the DJ Basin, and on the Gulf Coast, we acquired a premier natural gas storage portfolio that positions us to capitalize on LNG exports and intermittent power backup needs, both of which are expected to double over the next decade. Without question, natural gas and the infrastructure that moves it are necessary to meet growing energy demand both in the U.S. and abroad, backstop intermittent renewables, and support the buildout of electrification. At the same time, Williams is improving our own operations and holding ourselves accountable when it comes to emissions.

We are executing a multi-year asset modernization and emissions reduction program across our footprint while also tracking, reporting, and reducing methane releases. We are focused on decarbonizing the natural gas value chain, seeking independent verification of responsibly sourced NextGen Gas while also investing in technologies like blockchain to track emissions along a near-infinite number of paths along our gathering, storage, and transmission networks. Our ability to adapt as a business over the last 100 years has established a strong culture at Williams that attracts the best who embrace change and innovation. I'm excited to see how our employees and leadership are more motivated than ever to tackle current challenges around energy security, affordability, and climate concerns. Our employees also know what it means to be a good steward in the hundreds of communities in which we operate.

In fact, our employees volunteered more than 35,000 hours in 2023, and together we invested more than $13.1 million in corporate stewardship and in-kind giving across our entire operating footprint. I'll add that this commitment to doing the right thing is nothing new for Williams, but it is certainly gaining attention from others. S&P Global, MSCI, and Dow Jones Sustainability Index all recognize Williams for our commitment to transparency, strong governance, and environmental performance. Notably, Williams achieved an upgraded A-minus score on the latest CDP climate change questionnaire, exceeding the sector and regional averages of a C. I believe these high marks and a pursuit of excellence all go back to the quality of our people. This is really a great time for Williams as we are truly well-positioned as a leader in the evolving energy landscape.

I want to commend our leadership team for their commitment to being the very best in the midstream sector and for leading Williams through a dynamic time in our industry. I also want to express my gratitude to our employees who continue to safely and successfully deliver on our goal of being the best-in-class operator of the critical infrastructure that is fueling our clean energy future. In closing, our track record of delivering predictable, growing earnings in all market cycles underscores the value of Williams as a resilient, long-term investment with a growing dividend. We've built a durable business position for the future, and we're leveraging our existing infrastructure to serve rising domestic and global energy security needs while lowering emissions and creating sustainable value for our shareholders.

With that, and on behalf of the entire Williams organization, I want to thank you, our shareholders, for your continued trust and investment in Williams. Thank you.

Robert Riley
Corporate Secretary, William Companies, Inc

At this time, we'll entertain any questions electronically submitted through the meeting portal. As a reminder, to ask a question, please click on the Q&A icon at the top of the meeting portal. Mr. Chairman, at this time, we've not received any questions from stockholders.

Stephen Bergstrom
Chairman of the Board, The Williams Companies, Inc

Our 2024 annual meeting of stockholders is now concluded. Thank you for attending and for your continued support of the company.

Doug Ives
Relationship Manager, Computershare Trust Company

This concludes the meeting. You may now disconnect.

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