ONEOK INC (OKE)
Sector: Energy
2026 Annual Meeting Analysis
ONEOK INC · Meeting: May 20, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
No overboarding, attendance above 95%, and ONEOK's 3-year TSR of +66.6% versus the company-disclosed peer group median of +96.9% produces a gap of -30.3pp, which is well below the 65pp trigger threshold required for a strong-positive TSR company, so no performance flag applies.
Board Chair with no overboarding concerns, attendance above 95%, and the 3-year peer TSR gap of -30.3pp does not breach the 65pp trigger threshold applicable to a company with strong positive absolute TSR.
No overboarding, attendance above 95%, and the 3-year peer TSR underperformance of 30.3pp is well within the 65pp allowable threshold for a company with strong positive absolute TSR.
No overboarding, attendance above 95%, and the peer TSR gap does not trigger a vote against under the applicable strong-positive TSR threshold.
No overboarding, attendance above 95%, and the 3-year peer TSR gap of -30.3pp is far below the 65pp trigger threshold applicable to a company with strong positive absolute TSR.
Joined the board in January 2026, less than 24 months ago, so is exempt from the TSR performance trigger under the new-director exemption; no other flags apply.
Joined the board in January 2026, less than 24 months ago, so is exempt from the TSR performance trigger under the new-director exemption; no other flags apply.
No overboarding, attendance above 95%, and the peer TSR gap of -30.3pp does not breach the 65pp trigger threshold for a company with strong positive absolute TSR.
As the CEO and sole management director, he is subject to the same TSR trigger as other directors, but the 3-year peer TSR gap of -30.3pp does not breach the 65pp threshold applicable to a strong-positive TSR company, so no performance flag applies.
No overboarding, attendance above 95%, and the peer TSR gap does not trigger a vote against under the applicable strong-positive TSR threshold.
All ten director nominees receive a FOR vote. ONEOK's 3-year total shareholder return of +66.6% is strong positive in absolute terms, meaning the policy requires a peer underperformance gap of at least 65 percentage points before a vote against is warranted; the actual gap versus the disclosed peer group median is only -30.3pp, well inside that threshold. Two new directors (McCollum and Owodunni) are exempt from the TSR trigger under the 24-month new-director rule. Attendance was above 95% for all incumbent directors, and no overboarding or independence concerns were identified.
Say on Pay
✓ FORCEO
Pierce H. Norton II
Total Comp
$12,003,335
Prior Support
93.3%%
The CEO received total compensation of approximately $12.0 million, which is within a reasonable range for the CEO of a ~$55.6B midstream energy company, and the proxy discloses that 2025 total target compensation for all named executive officers was within plus or minus 15% of the peer group median. Pay mix is strongly performance-oriented, with approximately 70% of the long-term equity grant in performance stock awards tied to 3-year relative total shareholder return, satisfying the policy's requirement that at least 50-60% of compensation be variable and performance-based. Prior say-on-pay support was 93.3%, well above the 70% threshold, and the company has a robust clawback policy that covers both mandatory recoupment under SEC rules and discretionary recovery for fraud or misconduct.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$7,435,000
Non-Audit Fees
$50,000
Non-audit fees (tax fees of $48k plus other fees of $2k, totaling $50k) represent less than 1% of audit fees of $7,435k, far below the 50% threshold that would raise independence concerns; auditor tenure is not explicitly disclosed so the tenure trigger does not fire; PwC is a Big 4 firm fully appropriate for a $55.6B market cap company; and no material financial restatements were disclosed.
Overall Assessment
ONEOK's 2026 annual meeting presents three standard proposals — director elections, auditor ratification, and an advisory vote on executive compensation — all of which receive a FOR vote under this policy. No stockholder proposals appear on the ballot, and no significant governance or compensation red flags were identified across any of the three proposals.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing