🔥 What This Document Is

This is a DEF 14A (Proxy Statement) filed with the SEC. It’s sent to shareholders before the annual meeting to explain what’s being voted on, provide company updates, and give details on executive pay and governance. Think of it as a "voting guide" for shareholders.

🏢 What ONEOK Does

👉 In simple terms: ONEOK is a major energy infrastructure company. They own and operate pipelines that transport natural gas, natural gas liquids (NGLs), crude oil, and refined products across the U.S. They also store and export energy products.

Key points:

• Ticker: OKE (NYSE)
• Business model: Primarily fee-based (like tolls for using their pipelines). ~90% of 2025 earnings were fee-based.
• Assets: ~60,000-mile pipeline network connecting key energy basins (like the Permian) to Gulf Coast export hubs and refineries.
• Recent growth: Acquired Magellan (2023), Medallion (2024), and EnLink (2025) to expand into crude oil/refined products and deepen Gulf Coast reach.

📅 Annual Meeting Details

• When: May 20, 2026, at 9:00 a.m. Central Time.
• Where: Virtual only (no in-person attendance).
• How to join: Register at www.proxydocs.com/oke using your 16-digit control number.
• Record date: March 23, 2026 (only shareholders on this date can vote).

🗳️ Proposals to Vote On

The Board recommends voting FOR all proposals:

Proposal	What It Is	Board Recommendation
1. Elect 10 Directors	Vote on the board nominees (list on pages 56–63).	FOR each nominee
2. Ratify Auditors	Approve PricewaterhouseCoopers LLP as auditors for 2026.	FOR
3. Approve Executive Compensation	Advisory vote on pay ("say-on-pay").	FOR

Key voting rules:

• Majority voting for directors (more "for" than "against").
• Abstentions don’t count as votes for Proposals 1 or 3 but count as "against" for Proposal 2.
• Broker non-votes (if you don’t instruct your broker) only affect Proposals 1 and 3.

👥 Board Changes

• Retiring directors: Pattye L. Moore (since 2002) and Gerald B. Smith (since 2020).
• New directors appointed: Mark A. McCollum and Precious Williams Owodunni (both independent, effective Jan 23, 2026).
• Board size: 12 members → 10 nominees for election.
• Independence: 11 of 12 current directors are independent.

💰 2025 Financial Snapshot

• Operating income: $5.7 billion (up from $5.0 billion in 2024).
• Net income: $3.5 billion (up from $3.1 billion in 2024).
• Dividends: $4.12 per share in 2025 (+4% YoY). Quarterly dividend now $1.07/share ($4.28 annualized).
• Shareholder return: Beat S&P 500 and peer group over 1, 3, 5, and 10-year periods (details on page 8).

📊 Executive Compensation Highlights

• CEO pay: Pierce H. Norton II’s 2025 total direct compensation was ~$12.6 million, with 94% "at-risk" (performance-based).
• Pay mix: Heavy emphasis on long-term incentives (stock awards) and short-term cash bonuses tied to performance.
• Shareholder support: 93.3% approval for 2024 compensation at last year’s meeting.
• Governance safeguards: No hedging/pledging of stock, clawback policies, and "double trigger" vesting for change-in-control awards.

🔮 What’s Next

• Growth strategy: Continue integrating recent acquisitions and expanding NGL/refined products infrastructure.
• Dividend: Expect continued increases driven by cash flow growth.
• Sustainability: Regular board reviews of emissions, safety, and community investments.

⚖️ Strengths & Risks

👍 Strengths:

• Diversified pipeline network across key U.S. energy basins.
• Strong fee-based earnings reduce commodity price volatility.
• Consistent dividend growth (+4% in 2025).

⚠️ Risks:

• Regulatory changes (e.g., climate policies).
• Dependence on energy production volumes.
• Cybersecurity threats (quarterly board oversight).

🧠 The Analogy

ONEOK is like the "toll road operator" for energy pipelines. They earn steady fees by moving oil and gas through their vast network—regardless of energy prices—while expanding their routes through smart acquisitions.

📇 Key Contacts & People

• Board Chair: Julie H. Edwards
• Secretary: Sarah M. Rechter (100 West Fifth Street, Tulsa, OK 74103)
• Proxy solicitor: Sodali & Co (333 Ludlow St., Stamford, CT 06902)
• Transfer agent: Equiniti Trust Company, LLC ("EQ")

🧩 Final Takeaway

ONEOK is a growing energy infrastructure giant with strong governance and shareholder-aligned compensation. Vote by May 20, 2026, to support its board, auditors, and pay practices—key to sustaining its dividend and expansion strategy.