WILLIAMS INC (WMB)
Sector: Energy
2026 Annual Meeting Analysis
WILLIAMS INC · Meeting: April 28, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Elect 11 Director Nominees for a One-Year Term
Armstrong has served since 2011 and WMB's 3-year price return of 184.7% outperforms the S&P 500 Index Benchmark (^GSPC — S&P 500) by +122.2 percentage points, far exceeding the 65pp threshold required to trigger a vote against; no overboarding, attendance, or independence concerns identified.
Bergstrom has served since 2016 and WMB's 3-year outperformance vs. the S&P 500 Index Benchmark (^GSPC — S&P 500) of +122.2pp far exceeds the 65pp trigger threshold; holds no other public company boards, so no overboarding concern.
Creel has served since 2016 and WMB's strong 3-year TSR outperformance of +122.2pp vs. the S&P 500 Index Benchmark (^GSPC — S&P 500) is well above the 65pp threshold; holds no other public company boards.
Lockhart joined in 2023 — fewer than 24 months before the April 2026 meeting — making her exempt from the TSR underperformance trigger under the policy's new-director exemption; she holds one outside public company board (Karoon Energy), well within the four-board limit.
Muncrief has served since 2022 and WMB's 3-year outperformance vs. the S&P 500 Index Benchmark (^GSPC — S&P 500) of +122.2pp far exceeds the 65pp trigger threshold; holds no other public company boards.
Ragauss has served since 2016 and WMB's 3-year TSR outperformance of +122.2pp vs. the S&P 500 Index Benchmark (^GSPC — S&P 500) is well above the 65pp threshold; holds one outside public company board (APA Corporation), within the four-board limit.
Robeson has served since 2020 and WMB's 3-year outperformance vs. the S&P 500 Index Benchmark (^GSPC — S&P 500) of +122.2pp far exceeds the 65pp trigger threshold; she holds two outside public company boards (SM Energy, NPK International), within the four-board limit, and serves as Audit Committee Chair with strong financial credentials as a former CFO.
Sheffield has served since 2016 and WMB's 3-year outperformance vs. the S&P 500 Index Benchmark (^GSPC — S&P 500) of +122.2pp far exceeds the 65pp trigger threshold; holds one outside public company board (Tamboran Resources), within the four-board limit.
Spence has served since 2016 and WMB's 3-year outperformance vs. the S&P 500 Index Benchmark (^GSPC — S&P 500) of +122.2pp far exceeds the 65pp trigger threshold; holds one outside public company board (Pinnacle West Capital), within the four-board limit.
Tyson has served since 2022 and WMB's 3-year outperformance vs. the S&P 500 Index Benchmark (^GSPC — S&P 500) of +122.2pp far exceeds the 65pp trigger threshold; holds no other public company boards.
Zamarin was appointed to the Board on July 1, 2025 — fewer than 24 months before the April 2026 meeting — making him exempt from the TSR underperformance trigger under the policy's new-director exemption; he holds no other public company boards.
All 11 director nominees receive a FOR vote. Williams' 3-year price return of 184.7% outperforms the S&P 500 Index Benchmark (^GSPC — S&P 500) by +122.2 percentage points, well above the 65pp threshold required to trigger an against vote for directors with strong positive absolute returns. The two most recently appointed directors (Lockhart, 2023; Zamarin, July 2025) are exempt from the TSR trigger under the 24-month new-director rule. No overboarding, attendance, independence, or audit committee expertise concerns were identified across the slate.
Say on Pay
✓ FORCEO
Alan S. Armstrong
Total Comp
$17,919,373
Prior Support
96.6%%
Prior year Say on Pay support was exceptionally high at 96.6%, reflecting broad shareholder endorsement of the pay program. The compensation structure is heavily weighted toward variable pay — the proxy states that 80% or more of NEO target compensation is variable and performance-based, well above the 50-60% threshold required by policy, and incentive awards use meaningful multi-year metrics including Cash Return on Invested Capital, Available Funds from Operations per share, and relative total shareholder return as a modifier. Williams delivered record Adjusted EBITDA and a 3-year price return of 184.7%, substantially outperforming the S&P 500 Index Benchmark (^GSPC — S&P 500), confirming strong pay-for-performance alignment; the company also maintains a clawback policy and robust stock ownership guidelines.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$8,800,000
Non-Audit Fees
$1,100,000
Non-audit fees (audit-related fees of $1.0M plus tax fees of $0.1M = $1.1M) represent approximately 12.5% of audit fees ($8.8M), well below the 50% threshold that would raise independence concerns. EY tenure is not explicitly disclosed in the proxy, so the tenure trigger does not fire per policy. No material restatements were identified, and EY is a Big 4 firm appropriate for a company of WMB's size and complexity.
Overall Assessment
Williams Companies' 2026 annual meeting ballot is straightforward with no contested votes or significant governance concerns. The company's outstanding stock performance — a 3-year return of 184.7% that beats the S&P 500 Index Benchmark (^GSPC — S&P 500) by over 122 percentage points — combined with high prior-year Say on Pay support of 96.6%, a well-structured performance-based compensation program, and clean auditor fee ratios support FOR votes across all three standard proposals.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing