The Williams Companies, Inc. (WMB)
NYSE: WMB · Real-Time Price · USD
76.33
+3.01 (4.11%)
Apr 30, 2026, 3:54 PM EDT - Market open
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AGM 2026

Apr 28, 2026

Operator

Hello, welcome to the 2026 annual meeting of stockholders of The Williams Companies, Inc. Please note that links to the company's annual meeting materials, the rules of conduct for this annual meeting, and the company's forward-looking statement cautionary language 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 the Chairman of the Board of Directors of The Williams Companies, Inc., Mr. Stephen W. Bergstrom. Mr. Bergstrom, the meeting is yours.

Stephen W. Bergstrom
Chairman of the Board, The Williams Companies

Thank you. Welcome to our virtual annual meeting. The meeting is now convened and will come to order. I am Stephen W. Bergstrom, Chairman of the Board of the company, and will act as the presiding officer of this annual meeting. I would now like to introduce you to our board of directors. In addition to myself, our current directors are Michael A. Creel, Stacey H. Doré, Carri A. Lockhart, Richard E. Muncrief, Peter A. Ragauss, Rose M. Robeson, Scott D. Sheffield, William H. Spence, Jesse J. Tyson, and Chad J. Zamarin, who is also our President and Chief Executive Officer. I am honored to recognize one of our directors, Stacey H. Doré, who is retiring from the board upon the conclusion of this meeting. She has made outstanding contributions to Williams over the past five years. Stacey's dedication, expertise, and leadership have been instrumental in driving our success and fostering a collaborative work environment.

We extend our heartfelt gratitude for her service and wish her all the best. Thank you, Stacey, for everything you've done for our stockholders and for Williams. You will be greatly missed. We would also like to extend our sincere thanks to Alan Armstrong for his distinguished service on the board of directors of The Williams Companies. Alan has accepted an important appointment in public service as a U.S. Senator for Oklahoma and is unable to stand for re-election. We recognize and appreciate the leadership and commitment Alan has brought to Williams over the past 40 years. We are grateful for his leadership, insight, and lasting contributions to the company. We will begin with the formal business portion of the annual meeting, during which the voting on the proposals numbered 1 through 5 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, Chad Zamarin, will provide a report on our organization's accomplishments over the past year and strategic growth plans. We will then entertain stockholder questions which were submitted through 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 appoint 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 out loud submitted stockholder questions. 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, the quorum is present for the purposes of transacting business at this meeting, and I declare 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. I note that any votes for Alan Armstrong already cast will not be counted as he is no longer able to run for re-election and has withdrawn his candidacy.

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 Stephen W. Bergstrom, Michael A. Creel, Carri A. Lockhart, Richard E. Muncrief, Peter A. Ragauss, Rose M. Robeson, Scott D. Sheffield, William H. Spence, Jesse J. Tyson, and Chad J. Zamarin. Excuse me. 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 nominations for directors are now closed. I further note that the board recommend a vote for each of the director nominees. The second item of business is to approve on an 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. Our next item of business is the approval of the amendment and restatement to The Williams Companies, Inc. 2007 incentive plan to increase the number of issuable shares from 50 million to 85 million. 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. Our board has recommended that such amendment be approved by the stockholders. For the next item of business, we are seeking the approval of an amendment and restatement to The Williams Companies, Inc.

2007 employee stock purchase plan to increase the number of issuable shares from 5.2 million to 7.2 million, extend the term 6 years and make other amendments. Our board has recommended that such amendment be approved by the stockholders. The fifth item of business is the ratification of the appointment of Ernst & Young LLP as the company's independent public accountants for 2026. Our board has recommended that such appointment be approved and ratified by the stockholders. It is now 2:07 on 28th April 2026, and the polls for each of the items of business listed as proposals 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 preliminary report will be reflected in the Inspector of Election final report. I now call on the Inspector of Election for his preliminary report announcing the results of our stockholder vote.

Doug Ives
Inspector of Election, 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, on an advisory basis, voted for the company's amendment and restatement to the 2007 incentive plan. A majority of the votes cast were, on an advisory basis, voted for the company's amendment and restatement to the 2007 employee stock purchase plan. 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 2026.

Stephen W. Bergstrom
Chairman of the Board, The Williams Companies

Based on the Inspector of Elections 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 amendment and restatement to The Williams Companies, Inc. 2007 incentive plan is approved. The amendment and restatement to The Williams Companies, Inc. 2007 employee stock purchase plan is approved. The appointment of Ernst & Young LLP as the company's independent auditor for 2026 is ratified. Final voting results will be available in the 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. Chad Zamarin, as well as a question and answer period. Now we will hear from Chad.

Chad J. Zamarin
President and CEO, The Williams Companies

Thanks, Steve. Good afternoon, and thank you for joining us for the 2026 annual meeting of stockholders. We sincerely appreciate your continued confidence in Williams, and we remain laser-focused on delivering attractive shareholder value. This past year marked an important leadership transition for Williams. After more than 14 years as President and CEO, Alan Armstrong moved into the role of Executive Board Chair and more recently was appointed to the United States Senate, requiring him to retire from our board. While we will miss his counsel, we are incredibly proud of his service to both Williams and to our country, and we are grateful for the legacy he leaves at our company and across our industry. Williams has just completed one of the strongest growth periods in our history.

Over the past five years, we delivered record financial performance, and we have positioned the company to continue creating long-term shareholder value. In 2025, we once again delivered record results, reporting adjusted earnings per share of $2.10 and adjusted EBITDA of $7.75 billion, which culminated in a five year compound annual growth rate of 14% for earnings per share and 9% for EBITDA. These financial results are a result of the performance of our incredible employees and the enduring value of our irreplaceable infrastructure. Our large-scale transmission pipelines, storage assets, and gathering systems are tied to the most productive supply basins and deliver to the most critical demand markets. Natural gas remains affordable, reliable, and dispatchable, and it plays a central role in affordability and grid reliability.

Natural gas continues to drive emissions reductions through the displacement of high emissions fuels. Our critical assets are built to serve growing domestic demand as well as expanding LNG exports while supporting an evolving power generation landscape that demands more affordability, more resilience, and more flexibility. The energy system of the future does not happen without the infrastructure that Williams operates today. In 2025, our teams executed major projects across our system, all while operating our assets safely and reliably, often across vast geographies and under challenging conditions. Day after day and season after season, through our pipeline storage and gathering networks, the Williams team moved gas from critical supply basins to the fastest-growing demand centers. During the year, we completed 12 major projects across our portfolio, six in pipeline transmission, two in gathering, and four in the Deepwater Gulf.

Also in 2025, we announced 10 new major projects, including five pipeline transmission projects, one large-scale gathering project, one storage project, and three power innovation projects. Each project represents long-term contracted growth anchored in customer need. We advanced our strategy through disciplined portfolio actions, including completing the sale of our upstream assets in the Haynesville after deriving significant value from the upstream position and the downstream opportunities it helped stimulate across our gathering, pipeline transmission, storage, and LNG strategies. We also established a strategic pipeline and LNG partnership with Woodside Energy. We closed the acquisitions of Rimrock and Saber Midstream. Our progress and performance in 2025 continued to reinforce Williams' role as the backbone of the nation's energy system. Our strong execution in 2025 is fueling real momentum as we enter 2026.

Already this year, we've announced an additional power innovation project, Socrates the Younger. We upsized and extended the contract lengths for two of our power innovation projects that are currently in execution. We've highlighted that we continue to pursue an attractive backlog of pipes and power projects with over 14 BCF a day of pipeline projects and approximately 6GW of power projects in the works. As the team continues to originate, commercialize, and deliver important infrastructure projects, we grow increasingly confident in our long-term growth outlook. We've announced 2026 guidance midpoint for EPS of $2.29, and guidance midpoint for EBITDA of $8.2 billion, representing year-over-year growth of 9% for EPS and 6% for EBITDA.

More importantly, we have committed to a long-term compound annual growth rate for EPS and EBITDA of more than 10% through 2030. As you can see, having delivered peer-leading growth over the last five years with more to come over the next five years and beyond, we have built a business that is well-aligned with market fundamentals and has the strength and capability to deliver long-term shareholder value. Importantly, the growth we see ahead is already substantially supported by fully contracted high-return projects across our pipeline, storage, gathering, and power generation portfolios. While we deliver growth in earnings through an attractive return on capital projects, we also remain committed to maintaining an investment-grade balance sheet, and we will continue to return value to shareholders through an attractive dividend.

We are pairing strategic growth with a relentless focus on increased operational efficiency, including delivering ongoing reductions in methane emissions, ensuring long-term financial and environmental sustainability. Natural gas demand will continue to accelerate in years ahead. Growth is being driven by the affordability, reliability, and sustainability of natural gas and the real economic activity it supports for heating and powering homes and businesses, manufacturers and exporters, and increasingly, utilities and digital infrastructure. In this environment, the infrastructure Williams owns and operates is more important than ever. However, as demand for reliable, affordable energy accelerates, one challenge persists. Our ability to build critical infrastructure is not keeping pace with the nation's needs. Lengthy, unpredictable permitting reviews and unwarranted legal challenges serve to delay projects, increase costs, and slow the development of the infrastructure that is so important to delivering affordability and opportunity for Americans.

You will hear us continue to advocate for permitting reform, since the key to unlocking affordability and opportunity is the development of infrastructure. On that note, a promising piece of permitting reform legislation passed the House in 2025 and is currently with the Senate. We are advocating for its passing before the summer recess. Meaningful and common sense permitting reform will increase predictability and streamline project timelines so that critical infrastructure can move forward. In closing, Williams is built for this moment. We're focused on delivering long-term value for our shareholders. We are committed to playing a central role in the energy future for generations to come. On behalf of the entire Williams team and employees across our energy network, thank you for your continued trust and investment in Williams. We look forward to another successful year together. Thank you.

Robert E. Riley Jr.
Corporate Secretary, The Williams Companies

This is Bob Riley, the company's corporate secretary. 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. We'll wait a minute to see if any questions are submitted. Mr. Chairman, at this time, we've not received any questions from stockholders.

Stephen W. Bergstrom
Chairman of the Board, The Williams Companies

Thank you. Our 2026 annual meeting of stockholders is now concluded. Thank you for attending and for your continued support of the company.

Operator

This concludes the meeting. You may now disconnect.

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