DEF 14A

DEF 14A 1 d244135ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

ONEOK, Inc.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

MISSION, VISION AND VALUES

MISSION: WHY WE EXIST

We deliver energy products and services vital to an advancing world.

VISION: WHAT WE WANT TO BE

To create exceptional value for our stakeholders by providing solutions for a transforming energy future.

CORE VALUES: OUR COMPASS

SAFETY AND ENVIRONMENTAL

We commit to a zero-incident culture for the well-being of our employees, contractors and communities and to operate in an environmentally responsible manner.

ETHICS

We act with honesty, integrity and adherence to the highest standards of personal and professional conduct.

DIVERSITY & INCLUSION

We respect the uniqueness and worth of each employee, and believe that a diverse, inclusive workforce is essential for a sense of belonging, engagement and performance.

EXCELLENCE

We hold ourselves and others accountable to a standard of excellence through continuous improvement and teamwork.

SERVICE

We invest our time, effort and resources to serve each other, our customers and communities.

INNOVATION

We seek to develop creative solutions by leveraging collaboration through ingenuity and technology.

LOGO

DEAR SHAREHOLDER

April 6, 2022

At ONEOK, our commitment to responsible operations, meaningful engagements with our stakeholders and a willingness to adapt have remained paramount throughout our long history. We continue to embrace our philosophy of continuous improvement by working to enhance our operations and disclosures in these areas.

You are cordially invited to attend the annual meeting of shareholders of ONEOK, Inc., which will be held at 9:00 a.m. Central Daylight Time on Wednesday, May 25, 2022. Because our company continues to take precautions related to the coronavirus (COVID-19) pandemic, this year’s meeting will be held as a virtual meeting only. Information on how to attend and participate in the annual meeting via the live webcast platform is provided under “About the 2022 Annual Meeting” in the accompanying proxy statement.

ANNUAL MEETING

The matters to be considered and voted on at the meeting are set forth in the accompanying notice of the annual meeting and are described in the accompanying proxy statement. A copy of our 2021 annual report to shareholders is also enclosed. A report on our 2021 performance will be presented at the meeting.

VOTING

We look forward to welcoming as many of our shareholders as possible at the annual meeting. We know, however, that most of our shareholders will be unable to attend. Therefore, proxies are being solicited so that each shareholder has an opportunity to vote by proxy. You can authorize a proxy over the internet or by telephone. Instructions for using these convenient services are included in the proxy statement and on the proxy card. Of course, if you prefer, you may vote by mail by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope.

If your shares are held through a broker or similar person, unless you provide them with voting instructions, your shares will not be voted in the election of directors or in certain other important proposals as described in the accompanying proxy statement. Consequently, please provide your voting instructions to your broker or similar person in a timely manner to ensure that your shares will be voted.

Regardless of the number of shares you own, your vote is important. I urge you to submit your proxy or voting instructions as soon as possible so that you can be sure your shares will be voted. Thank you for your investment in ONEOK and your continued support.

Very truly yours,

LOGO

John W. Gibson

Chairman of the Board

LOGO

ONEOK, INC. NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS


Time and date	May 25, 2022, at 9:00 a.m. Central Daylight Time

Meeting location	Virtual meeting only, via live webcast. In order to virtually attend the annual meeting, shareholders must register online at www.proxydocs.com/oke. Additional information on how to attend and participate in the annual meeting via the live webcast platform is provided under “About the 2022 Annual Meeting” in the accompanying proxy statement.

Items of business	(1)	To consider and vote on the election of the 11 director nominees named in the accompanying proxy statement to serve on our Board of Directors.

	(2)	To consider and vote on the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of ONEOK, Inc., for the year ending December 31, 2022.

	(3)	To consider and vote on our executive compensation on a non-binding, advisory basis.

	(4)	To consider and vote on such other business as may come properly before the meeting or any adjournment or postponement of the meeting.

	These matters are described more fully in the accompanying proxy statement.

Record date	March 28, 2022. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the annual meeting.

Proxy voting	YOUR VOTE IS IMPORTANT

	The vote of every shareholder is important. The Board of Directors appreciates the cooperation of shareholders in directing proxies to vote at the meeting. To make it easier for you to vote, internet and telephone voting are available. The instructions in the accompanying proxy statement and attached to your proxy card describe how to use these convenient voting methods. Of course, if you prefer, you may vote by mail by completing your proxy card and returning it in the enclosed, postage-paid envelope. You may revoke your proxy at any time by following the procedures set forth in the accompanying proxy statement.

	Whether or not you expect to virtually attend the meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Voting your shares promptly, via the internet, by telephone, or by signing, dating and returning the enclosed proxy card will save us the expense of additional solicitation.

	Important Notice Regarding Internet Availability of Proxy Materials for the Shareholder Meeting to be held on May 25, 2022. This notice of Annual Meeting, proxy statement, form of proxy, and our 2021 annual report to shareholders are being distributed and made available on or about April 6, 2022. This proxy statement and our 2021 annual report to shareholders are also available on our website at www.oneok.com.

	Additionally, you may access this proxy statement and our 2021 annual report at www.proxydocs.com/oke.

	By order of the Board of Directors,

	Patrick W. Cipolla
	Secretary

	Tulsa, Oklahoma
	April 6, 2022

TABLE OF CONTENTS

This proxy statement describes important issues affecting our company and is furnished in connection with the solicitation of proxies by our Board of Directors for use at our 2022 annual meeting of shareholders to be held at the time and place set forth in the accompanying notice. The approximate date of the mailing of this proxy statement and accompanying proxy card is April 6, 2022.

Unless we otherwise indicate or unless the context indicates otherwise, all references in this proxy statement to “ONEOK,” “we,” “our,” “us,” the “company” or similar references mean ONEOK, Inc. and its predecessors and subsidiaries.


SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS			1

SUMMARY PROXY INFORMATION			2

Business Highlights			2

ONEOK’s Ongoing Response to COVID-19			5

Corporate Governance Highlights			5

Executive Compensation Highlights			7

Shareholder Actions			10

ABOUT THE 2022 ANNUAL MEETING			12

OUTSTANDING STOCK AND VOTING			17

Matters to Be Voted Upon			17

Voting			17

Quorum			18

Votes Required			18

Revoking a Proxy			18

Proxy Solicitation			19

GOVERNANCE OF THE COMPANY			20

Corporate Governance Guidelines			20

Code of Business Conduct and Ethics			20

Director Independence			20

Board Leadership Structure			21

Lead Independent Director			21

CEO and Senior Management Succession Planning			21

Our Board and Corporate Strategy			22


Shareholder Engagement			22

Risk Oversight			23

ESG Oversight			24

Human Capital Management Oversight			24

Cybersecurity			24

Board and Committee Membership			24

Director Nominations			27

Director Compensation			28

Compensation Committee Interlocks and Insider Participation			30

Executive Sessions of the Board			30

Annual Board and Committee Evaluations			30

Communications with Directors			31

Complaint Procedures			31

CORPORATE SUSTAINABILITY			32

ESG Oversight			33

Environment, Safety and Health Commitment			35

Human Capital Management			38

Community Investments			42

Political Advocacy and Oversight			42

PROPOSAL 1—Election of Directors			44

Board Refreshment			44

Annual Election by Majority Vote			44

Board Qualifications			44

Summary of Director Qualifications and Experience			45

LOGO


Board Tenure and Diversity			46

Director Nominees			47

PROPOSAL 2—Ratify the Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Year Ending December 31, 2022			53

Ratification of Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2022			53

Audit and Non-Audit Fees			54

Audit Committee Policy on Services Provided by the Independent Registered Public Accounting Firm			54

2022 Report of the Audit Committee			54

STOCK OWNERSHIP			56

Holdings of Major Shareholders			56

Holdings of Officers and Directors			57

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			58

Executive Summary			58

Executive Compensation Philosophy			61

Executive Compensation Methodology			62

Components of Compensation			66

2021 Compensation Decisions			67

2021 Short-Term Incentive Awards			68

2021 Long-Term Incentive Awards			71

Payout of 2018-2021 Performance Units			73

Clawback Provisions			73


Securities Trading Policy			74

Share-Ownership Guidelines			74

Change in Control Benefits			74

Internal Revenue Service Limitations on Deductibility of Executive Compensation			75

2022 Report of the Executive Compensation Committee			75

Named Executive Officer Compensation			76

2021 Grants of Plan-Based Awards			78

Outstanding Equity Awards			79

Stock Vested			80

Pension Benefits			81

Potential Post-Employment Payments and Payments upon a Change in Control			83

2021 CEO Pay Ratio			87

PROPOSAL 3—Advisory Vote on Executive Compensation			89

Introduction			89

Our Executive Compensation Program			89

Vote Required and Board Recommendation			90

RELATED-PERSON TRANSACTIONS			91

SHAREHOLDER PROPOSALS			92

ANNUAL REPORT ON FORM 10-K			92

OTHER MATTERS			92

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Any statements in this proxy statement that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements made under the provision of the “Safe Harbor” section of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “target,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “will,” “would” and other words and terms of similar meaning. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 1A, Risk Factors, and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Forward-Looking Statements,” in our 2021 Annual Report on Form 10-K and other filings with the SEC. All forward-looking statements included in this document are based on information available to us on the date hereof. We will not undertake and specifically decline any obligation to update any forward-looking statements, except as required under applicable law.


				2022 PROXY STATEMENT				1

SUMMARY PROXY INFORMATION

To assist you in reviewing the company’s 2021 performance and voting your shares, we would like to call your attention to key elements of our 2022 proxy statement and our 2021 annual report to shareholders. The following is only a summary. For more complete information about these topics, please review the complete 2022 proxy statement and our 2021 annual report to shareholders.

“At ONEOK, our commitment to responsible operations, meaningful engagements with our stakeholders and a willingness to adapt have remained paramount throughout our long history.”

BUSINESS HIGHLIGHTS

Our Business. We are incorporated under the laws of the state of Oklahoma, and our common stock is listed on the New York Stock Exchange (“NYSE”) under the trading symbol “OKE.” We are a leading midstream service provider and own one of the nation’s premier natural gas liquids (“NGL”) systems, connecting NGL supply in the Rocky Mountain, Permian and Mid-Continent regions with key market centers and an extensive network of natural gas gathering, processing, storage and transportation assets. We apply our core capabilities of gathering, processing, fractionating, transporting, storing and marketing natural gas and NGLs through vertical integration across the midstream value chain to provide our customers with premium services while generating consistent and sustainable earnings growth.

Successful Leadership Transition. We successfully completed a significant leadership transition in 2021. On May 25, 2021, Terry K. Spencer, our then President and Chief Executive Officer, advised the Board of Directors of his intention to retire from the company on September 30, 2021, after 20 years of service. Thereafter, our Board of Directors appointed Pierce H. Norton II as his successor, effective June 28, 2021.

LOGO

TERRY K.

SPENCER

LOGO

PIERCE H.

NORTON II

Business Update and Market Conditions. We operate primarily fee-based businesses in each of our three reportable segments, and our consolidated earnings were approximately 90% fee-based in 2021.

We experienced earnings growth from increased volumes in 2021, compared with 2020, due primarily to increased producer activity and rising gas-to-oil ratios in the Rocky Mountain region, production curtailments in 2020, increased ethane production in the Rocky Mountain region and higher commodity prices, in both our Natural Gas Gathering and Processing and Natural Gas Liquids segments, highlighting both the resiliency of our integrated assets and the economic recovery from the pandemic. We expect volumes to increase in 2022 due to continued increases in producer activity, continued rising gas-to-oil ratios in the Rocky Mountain region, the recent completion of our Bear Creek plant expansion and increased ethane demand from the petrochemical industry.


2				2022 PROXY STATEMENT

SUMMARY PROXY INFORMATION

Financial Performance.

Our 2021 consolidated operating income was approximately $2.6 billion, compared with approximately $1.4 billion in 2020. 2021 net income was approximately $1.5 billion compared with 2020 net income of approximately $612.8 million. Our 2020 operating income and net income included noncash impairment charges of $607.2 million and $644.9 million, respectively.

LOGO


				2022 PROXY STATEMENT				3

SUMMARY PROXY INFORMATION

Dividend Unchanged. During 2021, we paid total common stock dividends of $3.74 per share, unchanged from the total cash dividends paid in 2020.

In February 2022, we paid a quarterly common stock dividend of $0.935 per share ($3.74 per share on an annualized basis), unchanged from the quarterly common stock dividend paid in February 2021.

LOGO

Shareholder Return. Our one-, three-, five- and 10-year total shareholder returns as of December 31, 2021 (total shareholder return includes share price appreciation/depreciation, dividend reinvestments, stock splits and the impact of the 2014 separation of our natural gas distribution business to ONE Gas, Inc. during the periods presented), compared with the referenced indices, are as follows:

LOGO

1 The ONEOK peer group used in this graph is the same peer group that will be used in determining our level of performance at the end of the three-year performance period for our 2021 performance units granted under our Equity Incentive Plan and is comprised of the following companies: DCP Midstream, LP; Energy Transfer, L.P.; EnLink Midstream LLC; Enterprise Products Partners L.P.; Kinder Morgan, Inc.; Magellan Midstream Partners, L.P.; MPLX LP; NuStar Energy L.P.; Plains All American Pipeline, L.P.; Targa Resources Corp.; and The Williams Companies, Inc. Enable Midstream Partners, LP was removed from this peer group due to its acquisition by Energy Transfer, L.P. on December 2, 2021.


4				2022 PROXY STATEMENT

SUMMARY PROXY INFORMATION

ONEOK’S ONGOING RESPONSE TO COVID-19

ONEOK’s response to the COVID-19 pandemic was quick and measured. Actions were taken early on to manage potential impacts of COVID-19 on our employees, customers, contractors, the communities where we operate and our business. We continue to prioritize health and safety while remaining focused on providing essential energy services for our customers and communities.

Employee and Contractor Support

Employees and contractors who work on-site due to job requirements continue to follow COVID-19 safety protocols designed to comply with guidance from local and national health and governmental authorities.

Temporary employee benefit plan adjustments were enacted, such as waiving charges for vaccinations and COVID-19 diagnostic tests, and ONEOK’s Employee Assistance Program continues to be widely communicated and made available for employees and their families who are facing personal or job-related hardships. Additionally, ONEOK opted into the CARES Act 401(k) loan deferrals and penalty-free hardship distributions for employees.

Facility Safety and Building Enhancements

Enhanced safety protocols and building modifications began in 2020 to help keep those who work on-site due to job requirements safe while on the job.

Face covering protocols, building modifications and other processes were implemented throughout the pandemic specific to locational needs. Examples include the use of disinfectant fogging units in control rooms, meeting rooms, common areas and corporate transportation; the addition of thermometer stations for employee use and UV sanitizing lights on HVAC units to improve air quality; increased facility cleaning and easily accessible sanitizer stations.

Leadership Communication and Planning

Throughout the pandemic, ONEOK’s leadership has prioritized open communication and information sharing with employees and external stakeholders through regular CEO employee communications, frequent Board updates and virtual meetings with investors.

A Return to Office team was created in April 2020, composed of key company leaders from across the organization, tasked with creating a plan for a safe, measured and practical transition back to the office for those employees working remotely.

In 2022, we began a phased approach to returning employees who have been working remotely during the pandemic to an office work environment and in some cases have allowed employees to work remotely on a permanent basis or as part of an onsite/remote hybrid work schedule.

Community Support

We contributed approximately $600,000 to COVID-19 relief efforts and made in-kind donations of personal protective equipment and other items to organizations with front-line workers. ONEOK employees generously served our communities by sewing or 3D-printing masks, mask straps and face shields; donating food, clothing and toys to community organizations; preparing science, technology, engineering and math (“STEM”) kits for local children; and delivering meals to homebound citizens.

CORPORATE GOVERNANCE HIGHLIGHTS

Our Board of Directors and management are committed to maintaining strong corporate governance practices that promote and protect the long-term interests of our shareholders. Our corporate governance practices are designed not just to satisfy regulatory and stock exchange requirements, but also to provide for effective oversight and management of our company, and include:

•

An 11-member, diverse board with deep experience and expertise relevant to our strategy, business and industry, including two members added since 2020.

•

A commitment to regular board refreshment while also valuing diversity and deep industry experience.

•

Successful completion of our succession planning process to appoint a new President and Chief Executive Officer.

•

On May 25, 2021, our President and Chief Executive Officer, Terry K. Spencer advised the Board of Directors of his intention to retire from the company on September 30, 2021, after 20 years of service.

•

Upon receiving his notification, our Corporate Governance Committee put into effect its succession planning process and effective June 28, 2021, Pierce H. Norton II was appointed by the Board as Mr. Spencer’s successor.

•

Thereafter, Mr. Spencer became an advisor to Mr. Norton and remained on the Board until his retirement.

•

As a result, the Board briefly consisted of 12 members during the period of June 28 to September 30, 2021, upon which date Mr. Spencer resigned from the Board. For more details, see page 22.


				2022 PROXY STATEMENT				5

SUMMARY PROXY INFORMATION

•

Annual election of directors.

•

Majority voting requirements for directors.

•

Board leadership provided by a non-executive chairman of the Board, a lead independent director with robust duties, and independent committee chairs and members.

•

Robust director nominee selection process.

•

By-laws provide for proxy access by eligible shareholders.

•

Annual Board and committee performance evaluations.

•

Mandatory director retirement age of 75.

•

Independent Audit, Executive Compensation and Corporate Governance Committees.

•

Regular executive sessions of non-management directors and independent directors.

•

Annual review of our strategic plan.

•

Long-standing shareholder engagement program.

•

Risk oversight by the Board, including regular engagement with, and updates by, our CEO, executive management and others and a comprehensive annual Enterprise Risk Management (“ERM”) process that encompasses, among other things, climate-related risks and cybersecurity.

•

Environmental, Social and Governance (“ESG”) oversight by the Board, including regular engagement with, and updates by, our CEO, executive management and others and, beginning in 2022, biannual examination of the company’s ESG practices, performance, risks and opportunities.

•

Long-standing commitment to corporate responsibility and sustainability, including safety and health, ESG performance, community leadership and investment and oversight of public policy engagement.

•

Regular updates to the Board on sustainability, including safety and health, ESG performance, community leadership and investment and oversight of public policy engagement.

•

Human Capital Management oversight by the Board, including regular engagement with, and updates by, our CEO, executive management and others and, beginning in 2022, biannual examination of the company’s human capital management practices, performance, risks and opportunities.


6				2022 PROXY STATEMENT

SUMMARY PROXY INFORMATION

EXECUTIVE COMPENSATION HIGHLIGHTS

Program Design. A principal feature of our compensation program is the determination of executive pay by our Executive Compensation Committee (referred to throughout this Proxy Statement as the “Executive Compensation Committee” or the “Committee”) and Board of Directors based on a comprehensive review of quantitative and qualitative factors designed to achieve long-term business success. Our executive compensation program is designed to attract, motivate and retain the key executives who drive our success and who are leaders in the industry, to reward for individual and company performance and to align the long-term interests of our executive officers with those of our shareholders.

Our compensation philosophy and related governance features are summarized below.

WHAT WE DO:

LOGO Compensation Program Continuity—Our shareholders have provided strong support for our compensation program over the years. The components of our executive compensation program have remained substantially the same for several years. We believe our program is designed appropriately, is well aligned with the interests of our shareholders and is instrumental to achieving our business goals. We periodically evaluate the effectiveness of our program and its alignment with our business strategy.

LOGO Independent Committee Determination—Our Executive Compensation Committee, composed solely of independent directors, makes all compensation recommendations regarding our named executive officers. These recommendations are then submitted to the Board for its consideration and approval.

LOGO Prudent Risk Management—The Committee designs compensation programs and sets compensation targets intended to discourage excessive risk-taking.

LOGO Pay for Performance—A significant portion of the compensation for our named executive officers is in the form of at-risk, variable compensation based on company and individual performance, with a focus on creating long-term shareholder value.

LOGO Competitive Compensation—In order to attract and retain qualified executives, our compensation programs provide a competitive total pay opportunity.

LOGO Multiple Performance Metrics—Variable compensation is based on more than one measure to encourage balanced incentives.

LOGO Awards Are Capped—All of our variable compensation plans have caps on payouts.

LOGO Retention-Based Incentives—A significant portion of total compensation relies on multi-year vesting requirements.

LOGO Share-Ownership Guidelines—We have market competitive share-ownership guidelines for our directors and officers.

LOGO “Clawback” Provisions—Our “clawback” provisions provide for the adjustment or recovery of compensation in applicable circumstances.

LOGO Tally Sheets—The Committee reviews total compensation tally sheets at least annually as part of making individual compensation decisions.

LOGO Independent Consultant—The Committee engages a compensation consultant that is independent under the Securities and Exchange Commission rules and NYSE listing standards to provide advice and expertise on the design and implementation of our executive and director compensation programs.

LOGO “Double Trigger” Vesting of Equity Awards in a Change in Control—Under our 2018 Equity Incentive Plan, a change in control will not automatically trigger vesting of outstanding equity awards unless the acquirer does not assume or replace the outstanding awards. Rather, participants must experience a termination of employment without cause or resign for good reason within two years following a change in control for an award to vest in connection with a change in control. The Committee retains discretion to provide otherwise in an award agreement or before a change in control. Since the effective date of the 2018 Equity Incentive Plan, all equity awards have been granted under this Plan with double trigger vesting following a change in control.

Double Trigger for Change in Control Severance Benefits—All change in control benefits under our Change in Control Severance Plan are “double trigger.”


				2022 PROXY STATEMENT				7

SUMMARY PROXY INFORMATION

WHAT WE DON’T DO:

LOGO No Individual Employment Agreements—We do not enter into individual employment agreements with our executive officers.

LOGO No Hedging of Company Stock—Our insider trading policy prohibits insiders, including our named executive officers, from engaging in hedging activities with respect to our stock.

LOGO No Pledging of Company Stock—Our officers and directors may not hold our securities in a margin account or pledge our securities as collateral for a loan, subject to an exception that may be granted by our chief executive officer for loans (not margin accounts), which can be repaid without resorting to the pledged securities.

LOGO No Tax Gross-ups—We do not provide tax gross-ups for change in control benefits.

LOGO No Significant Perquisites—Our executive officers, including the named executive officers, receive no recurring significant perquisites or other personal benefits.

Key Components of our Executive Compensation Program in 2021 Remain Unchanged, with One Exception. In designing our 2021 executive compensation program, our Executive Compensation Committee took into account, among other factors, the strong shareholder approval at our 2021 annual meeting in favor (95.0% of the shares voted) of our 2020 executive compensation program and our executive pay practices. In view of this high level of shareholder support, the Executive Compensation Committee determined that no changes to the components of our executive compensation program were necessary in 2021, with one exception: a design change to our 2021 short-term incentive compensation plan. The Executive Compensation Committee determined that replacing the distributable cash flow (“DCF”) financial metric in the plan with a generally accepted accounting principles derived earnings per share (“EPS”) metric was warranted as further described in “Executive Compensation Discussion and Analysis”.

Our shareholders have provided consistently strong support for our compensation program since the inception of the say-on-pay advisory shareholder vote.

LOGO


8				2022 PROXY STATEMENT

SUMMARY PROXY INFORMATION

Alignment of Executive Compensation and Performance. We structure our executive compensation program to align the interests of our named executive officers with the interests of our shareholders. We believe a named executive officer’s compensation should be tied directly to the achievement of our strategic, financial and operating goals, all of which are designed to deliver value to our shareholders. Therefore, a significant part of each named executive officer’s pay is “at-risk,” in the form of an annual, short-term, cash incentive award and long-term, equity-based incentive awards.

Our Board of Directors, upon the recommendation of our Executive Compensation Committee, awarded Mr. Norton incentive compensation for 2021 as our President and Chief Executive Officer, including payment of an annual short-term cash incentive award of $872,200 (pro-rated based on his service in 2021 with an individual performance multiplier of 100%) in recognition of his performance and leadership during the year and the grant of a long-term equity incentive award with a grant date target accounting value of $5.9 million (which includes a sign-on award of $1.32 million in restricted stock units, for more detail see page 59). Consistent with our executive compensation philosophy, a majority of Mr. Norton’s total direct compensation of approximately $7.2 million for 2021 was incentive-based and at-risk, as illustrated by the following chart:

LOGO


				2022 PROXY STATEMENT				9

SUMMARY PROXY INFORMATION

Consistent with our executive compensation philosophy, a majority of 2021 total direct compensation for our other named executive officers (as set forth on page 76), excluding Mr. Spencer due to his retirement, was incentive-based and at-risk, as illustrated by the following chart:

LOGO

SHAREHOLDER ACTIONS

Election of Directors (Proposal 1). You will find in this proxy statement important information about the qualifications and experience of the 11 director nominees, each of whom is a current director. The Corporate Governance Committee performs an annual assessment of the performance of the Board of Directors to ensure that our directors have the skills and experience to oversee effectively our company. All of our directors have proven leadership, sound judgment, integrity and a commitment to the success of our company, and our Board of Directors recommends that shareholders VOTE IN FAVOR of each nominee for election.

Ratification of our Independent Auditor (Proposal 2). You will also find in this proxy statement important information about our independent auditor, PricewaterhouseCoopers LLP. We believe PricewaterhouseCoopers LLP continues to provide high-quality service to our company, and our Board of Directors recommends that shareholders VOTE IN FAVOR of ratification.

Advisory Vote on Executive Compensation (Proposal 3). Our shareholders have the opportunity to cast a non-binding, advisory vote on our executive compensation program. As recommended by our shareholders at our 2017 annual meeting, we provide our shareholders with an annual opportunity to vote on executive compensation. Shareholders holding 95.0% of our shares that were voted last year on our executive compensation, including abstentions, supported the design and practices of our executive compensation program. In evaluating this “say on pay” proposal, we recommend that you review our Compensation Discussion and Analysis in this proxy statement, which explains how and why the Executive Compensation Committee made its 2021 executive compensation decisions. Our Board of Directors recommends that shareholders VOTE IN FAVOR of our executive compensation program.


10				2022 PROXY STATEMENT

SUMMARY PROXY INFORMATION

Votes Required for Approval of the Proposals. The votes required for each proposal are summarized below, together with information regarding treatment of abstentions and broker non-votes for each proposal:


Proposal	How does the Board recommend that I vote?	Votes required for approval when quorum is present	Abstentions	Broker non-votes

1. Election of Directors	The Board recommends that you vote FOR each nominee for election	Majority of the votes cast by the shareholders present online or by proxy and entitled to vote	Do not count as votes cast and have no effect on the outcome of the vote	Do not count as votes cast and have no effect on the outcome of the vote

2. Ratification of our Independent Auditor	The Board recommends that you vote FOR the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022	Majority of the voting power of the shareholders present online or by proxy and entitled to vote	Have the same effect as votes against this proposal	There are no broker non-votes on the auditor proposal because it is a routine item. Shares not voted in the discretion of a brokerage firm or similar person have same effect as votes against this proposal

3. Advisory Vote on Executive Compensation	The Board recommends that you vote FOR the approval, on an advisory basis, of the company’s executive compensation program	Majority of the voting power of the shareholders present online or by proxy and entitled to vote	Have the same effect as votes against this proposal	Do not count as shares entitled to vote and have no effect on the outcome of the vote


				2022 PROXY STATEMENT				11

ABOUT THE 2022 ANNUAL MEETING

The following questions and answers are provided for your convenience and briefly address some commonly asked questions about our 2022 annual meeting of shareholders. Please also consult the more detailed information contained elsewhere in this proxy statement and the documents referred to in this proxy statement.

Why did I receive these proxy materials?

We are providing these proxy materials in connection with the solicitation by the Board of Directors of ONEOK, Inc. of proxies to be voted at our 2022 annual meeting of shareholders and at any adjournment or postponement of the meeting. You are invited to attend our annual meeting of shareholders on May 25, 2022, at 9:00 a.m., Central Daylight Time. Because our company continues to take precautions related to the coronavirus (COVID-19) pandemic, this year’s meeting will be held as a virtual meeting only.

Who is soliciting my proxy?

Our Board of Directors is sending you this proxy statement in connection with its solicitation of proxies for use at our 2022 annual meeting of shareholders. Certain of our directors, officers and employees also may solicit proxies on our behalf in person or by mail, telephone, fax or email.

How do I attend the annual meeting?

The annual meeting will be held as a virtual meeting. You will not be able to attend the annual meeting in person.

In order to attend the annual meeting online, shareholders must register online at www.proxydocs.com/oke. As part of the registration process, you will need to enter the control number found on your proxy card, voting information form or notice you previously received. Those holding their shares through an intermediary, such as a bank, broker, or nominee, who want to participate should request a control number from their intermediary in advance of the meeting.

Upon completion of your registration, you will receive further instructions via email, including a unique link that will allow you access to the annual meeting and to vote and submit questions during the annual meeting.

On the day of the annual meeting, May 25, 2022, shareholders may begin to log in to the live webcast platform fifteen minutes before the meeting starts. The annual meeting will start promptly at 9:00 a.m., Central Daylight Time.

We will have technicians ready to assist you with any technical difficulties you may have accessing the annual meeting. If you encounter any difficulties accessing the live webcast platform, including any difficulties voting or submitting questions, you may reference a frequently asked questions link that will be posted in your instructional email. A shareholder may also call a technical support number which is provided within the frequently asked questions site.

If there are any technical issues in convening or hosting the annual meeting, we will promptly issue a news release and post information to our website at www.oneok.com under the Investors page including information on when the meeting will be reconvened.

Who may attend and vote at the annual meeting?

All shareholders who held shares of our common stock at the close of business on March 28, 2022, may attend and vote at the meeting using the methods described above and below.

How do I submit questions at the annual meeting?

It is our desire for the live webcast platform to approximate an in-person experience. Shareholders who have logged in to the live webcast platform may ask questions at the annual meeting in accordance with the rules of conduct that will be made available on the live webcast platform. An audio archive of the annual meeting, including the question-and-answer session, will be posted on our website at www.oneok.com under the Investors page within a few days after adjournment.

We will endeavor to answer as many questions submitted by shareholders as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business.

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SEC Form DEF 14A filed by ONEOK Inc.