DEF: ONEOK Sets 2026 Annual Meeting, Details Strong 2025 Performance

Sentiment:

Definitive Proxy Statement 1 April 2026 7:58 AM

ONEOK, Inc. announces its 2026 Annual Meeting of Shareholders, highlighting robust 2025 financial performance, strategic acquisitions, and key corporate governance updates.

Better than expectedStrong financial performance with increased operating income ($5.7 billion vs $5.0 billion) and net income ($3.5 billion vs $3.1 billion) in 2025, both showing significant year-over-year growth.Dividend growth continued with a 4% increase in 2025 and for the February 2026 quarterly dividend.The 2025 Agency Reportable Environmental Event Rate (AREER) metric of 0.46 exceeded the maximum goal of 0.47 (target was 0.63), indicating strong environmental performance.The 2025 short-term incentive corporate modifier of 105.2% was slightly above the target of 100%.The Total Recordable Incident Rate (TRIR) of 0.56 failed to meet the minimum threshold goal of 0.37 for 2025, indicating a setback in safety performance.The 2022-2025 performance units vested at only 50% of target, as the company's cumulative Total Shareholder Return (TSR) was at the 25th percentile relative to its peer group, suggesting underperformance in shareholder returns compared to most peers over that period.

Summary

ONEOK's 2026 Annual Meeting of Shareholders will be held virtually on May 20, 2026, at 9:00 a.m. Central Daylight Time.
Shareholders will vote on the election of ten director nominees, ratification of PricewaterhouseCoopers LLP as the independent auditor for 2026, and an advisory vote on executive compensation.
The company reported strong 2025 financial performance with consolidated operating income of approximately $5.7 billion, up from $5.0 billion in 2024, and net income of approximately $3.5 billion, up from $3.1 billion in 2024.
ONEOK paid common stock dividends totaling $4.12 per share in 2025, a 4% increase from the prior year, and a quarterly dividend of $1.07 per share ($4.28 annualized) in February 2026, also a 4% increase.
The company completed several strategic acquisitions since September 2023, including Magellan (September 2023), a Gulf Coast NGL pipeline system from Easton Energy (June 2024), Medallion (October 2024), and EnLink (January 2025), expanding its integrated position in key U.S. basins.
Approximately 90% of consolidated earnings in 2025 were fee-based.
The Board of Directors is committed to strong corporate governance, including an independent Board Chair, a majority of independent directors (11 out of 12), regular executive sessions, and proactive Board refreshment.
Two current Board members, Gerald B. Smith and Pattye L. Moore, will not be standing for re-election due to mandatory age policy and retirement, respectively.
Mark A. McCollum and Precious Williams Owodunni were appointed as independent directors effective January 23, 2026, and are nominated for election.
The executive compensation program is designed for pay-for-performance, with a significant portion of compensation being at-risk and tied to company and individual performance.
The 2025 short-term incentive awards were based on EPS, ROIC, TRIR, and AREER metrics, resulting in a 105.2% corporate modifier.
The 2022-2025 performance units vested at 50% of target due to the company's cumulative Total Shareholder Return (TSR) being at the 25th percentile relative to its peer group.
ONEOK achieved 82% (1.8 MMT) of its 2.2 MMT CO2e GHG emissions reduction target by 2030 for legacy assets as of December 31, 2025.
The company increased quarterly profit-sharing contributions to its 401(k) plan to 6% from 1% of eligible compensation, effective January 1, 2025.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a generally positive filing, reflecting strong financial growth and strategic expansion through acquisitions. However, the underperformance in TSR relative to peers for the 2022-2025 period and the missed safety target temper the overall sentiment.

Positives

Strong financial performance in 2025: consolidated operating income increased to $5.7 billion from $5.0 billion in 2024, and net income increased to $3.5 billion from $3.1 billion.
Consistent dividend growth: $4.12 per share paid in 2025 (4% increase), with a February 2026 quarterly dividend of $1.07 per share ($4.28 annualized, 4% increase).
Successful strategic acquisitions (Magellan, Easton Energy NGL system, Medallion, EnLink) have diversified assets and strengthened market position as a leading integrated energy infrastructure company.
High percentage of fee-based earnings (approximately 90% in 2025) provides revenue stability.
Robust corporate governance practices, including an independent Board Chair, 11 out of 12 independent directors, and proactive Board refreshment (four new directors since 2023).
Executive compensation program is strongly aligned with pay-for-performance and long-term shareholder interests, with 70% of annual long-term incentives in performance-vested units.
Achieved 82% (1.8 MMT) of the 2.2 MMT CO2e GHG emissions reduction target by 2030 for legacy assets as of December 31, 2025, demonstrating significant progress.
Strong employee engagement: 95% participation rate in 2025 annual survey (up from 93% in 2024), with overall engagement mean increasing to the 81st percentile.
Improved environmental performance: 2025 AREER of 0.46 was approximately 27% below the target goal of 0.63, representing above-target performance.
Increased profit-sharing contributions to 401(k) plan to 6% from 1% of eligible compensation, effective January 1, 2025, enhancing employee benefits.
Significant community investments: ONEOK Foundation contributed $2.86 million, and corporate contributions totaled $6.68 million in 2025.

Negatives

The 2025 Total Recordable Incident Rate (TRIR) performance of 0.56 failed to reach the minimum threshold goal of 0.37, resulting in no weighted payout for this metric in the short-term incentive plan.
The 2022-2025 performance units vested at only 50% of target, as the company's cumulative Total Shareholder Return (TSR) was at the 25th percentile relative to its peer group, indicating underperformance against peers in that three-year period.
The filing refers to the 2025 Annual Report on Form 10-K for detailed risk factors, meaning comprehensive risk analysis is not fully available within this document.

Risks

Strategic, operational, financial, regulatory compliance, climate-related considerations, corporate sustainability, cybersecurity, artificial intelligence ("AI"), and human capital management aspects of the business.
Uncertainties regarding gathering and verification of information and related methodological considerations for environmental, social, and governance (ESG) and sustainability performance.
Ability to implement various sustainability initiatives under expected timeframes, cost, and complexity.
Dependency on third-parties to provide certain information and to comply with applicable laws and policies for sustainability reporting.
Unforeseen events or conditions affecting sustainability performance.
Potential adverse impact of certain risks, some of which are unavoidable or may not warrant significant resource allocation to avoid.
Cybersecurity threats and incidents.
Commodity price and interest rate risks.
Risks associated with marketing, trading, hedging practices, and long-term contractual commitments.
Risks related to overall financial reporting and disclosure process and legal compliance.
Risks related to compensation programs.
Risks related to governance practices and policies.

Future Outlook

The company anticipates working towards further reductions in GHG emissions in 2026 through improved methane-management practices and system optimizations that will not require material capital expenditures. It does not anticipate purchasing or selling carbon credits or offsets in 2026. The company's growth strategy is intentional and disciplined, positioning it well for the future as one of the largest integrated energy infrastructure companies in North America.

Management Comments

"At ONEOK, our commitment to responsible operations, disciplined and intentional growth and meaningful engagements with our stakeholders has remained paramount throughout our long history." Julie H. Edwards, Board Chair
"We continue to embrace our philosophy of continuous improvement by working to enhance our operations in every area." Julie H. Edwards, Board Chair
"Our growth strategy is intentional and disciplined, and we are well-positioned for the future." Pierce H. Norton II, President and CEO
"We believe our program is designed effectively, well aligned with the interests of our shareholders, strongly performance-based and key to achieving our business goals." (Regarding executive compensation program)
"We believe a meaningful portion of this success is related to our incentive compensation program, which is designed to pay-for-performance and to closely align our executives interests with those of our shareholders."

Industry Context

StockSavvy.ai notes that ONEOK's strategic acquisitions of Magellan, Easton Energy NGL system, Medallion, and EnLink since September 2023 significantly expand its footprint and diversify its asset base into refined products and crude oil, positioning it as a leading integrated energy infrastructure company in North America. This aggressive expansion contrasts with some industry players who may be more focused on consolidation or deleveraging. The company's high percentage of fee-based earnings (90%) provides a stable revenue stream, a desirable trait in the often-volatile energy sector. Its commitment to GHG emissions reduction and strong ESG governance aligns with increasing investor and regulatory pressure across the energy industry for sustainable practices.

Comparison to Industry Standards

ONEOK's executive compensation structure, with 70% of annual long-term incentives in performance-vested units and 30% in time-vested restricted units, was adjusted in 2025 to align more closely with its 'Energy Peers'.
The 'Energy Peers' for compensation benchmarking include: Cheniere Energy, Inc., Diamondback Energy, Inc., Energy Transfer LP, Enterprise Products Partners L.P., Hess Corporation, Kinder Morgan, Inc., Marathon Petroleum Corporation, Phillips 66, Plains All American Pipeline, L.P., Targa Resources Corp., TC Energy Corporation, The Williams Companies, Inc., and Western Midstream Partners, LP.
For 2025, ONEOK's total target compensation for named executive officers was generally within a +/-15% range of the 50th percentile of its Energy Peers.
The 2022-2025 performance units vested at 50% of target, as ONEOK's cumulative Total Shareholder Return (TSR) was at the 25th percentile relative to its specific peer group for performance units (Antero Midstream Corp.; DT Midstream, Inc.; Energy Transfer LP; Enterprise Products Partners L.P.; Kinder Morgan, Inc.; Kinetik Holdings Inc.; MPLX LP; Plains All American Pipeline, L.P.; Targa Resources Corp.; Western Midstream Partners, LP; and The Williams Companies, Inc.). This indicates underperformance against 75% of its peer group over that three-year period.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Director	Gerald B. Smith		Prior to 2026 Annual Meeting	Retiring in accordance with By-laws and Corporate Governance Guidelines (75th birthday policy).
Director	Pattye L. Moore		Prior to 2026 Annual Meeting	Elected to retire at the end of her term (served since 2002).
Director		Mark A. McCollum	January 23, 2026	Appointed as an independent director and nominated for election.
Director		Precious Williams Owodunni	January 23, 2026	Appointed as an independent director and nominated for election.
Executive Vice President and Chief Operating Officer		Randy N. Lentz	January 6, 2025	Appointment to new executive officer role.
Senior Vice President, Natural Gas Pipelines	Charles M. Kelley		March 31, 2025	Retirement.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Leadership Structure	Maintains an independent Board Chair (Julie H. Edwards). The Board retains flexibility to combine or separate the offices of Board Chair and Chief Executive Officer based on circumstances.	Ongoing	Promotes independent oversight and accountability at the highest level of governance.
Director Independence	Eleven out of twelve current directors are independent, ensuring a strong independent voice on the Board.	As of April 1, 2026	Enhances objectivity in decision-making and oversight, aligning with best practices for public companies.
Board Refreshment	Two directors (Gerald B. Smith and Pattye L. Moore) are retiring, and two new independent directors (Mark A. McCollum and Precious Williams Owodunni) were appointed effective January 23, 2026, and are nominated for election. Four new directors have been added since 2023.	January 23, 2026 (appointments), Prior to 2026 Annual Meeting (retirements)	Ensures a cohesive Board with diverse experience, skills, expertise, and tenure to meet current and future company needs, supporting long-term growth strategy.
Director Retirement Policy	A director will retire from the Board no later than immediately prior to the annual meeting of shareholders following that director's 75th birthday.	Ongoing	Facilitates orderly Board refreshment and ensures a balance of experience and new perspectives.
Director Public Company Directorship Limits	Directors are limited to two other public company directorships.	Ongoing	Ensures directors have sufficient time and focus to dedicate to their responsibilities at ONEOK.
Board and Committee Evaluations	Annual Board and committee performance evaluations are conducted, with a comprehensive assessment facilitated by a third-party consultant in 2025.	Ongoing	Serves as a tool to evaluate and improve performance, promote good governance, and strengthen Board-management partnership.
Shareholder Proxy Access	Eligible shareholders have proxy access rights in accordance with By-laws.	Ongoing	Enhances shareholder democracy and accountability of the Board.
Majority Voting for Directors	Directors are elected by majority vote in uncontested elections, with a policy requiring incumbent directors who do not receive a majority to promptly tender their resignation for Board consideration.	Ongoing	Increases accountability of directors to shareholders in uncontested elections.
Non-Employee Director Stock Ownership Guidelines	Non-management directors are required to own shares of common stock with a minimum value of five times the annual cash retainer within five years of joining the Board.	Ongoing	Aligns the financial interests of non-management directors with those of shareholders.
Cybersecurity Oversight	Quarterly committee oversight of cybersecurity resilience, with frequent updates from executive management on physical and cybersecurity efforts, including AI-related matters.	Ongoing	Strengthens protection of company assets and enhances business continuity and disaster recovery preparedness.
Sustainability Oversight	Biannual Board examinations of corporate sustainability practices, performance, risks, and opportunities (May and July meetings).	Ongoing	Ensures robust oversight of environmental, social, and governance (ESG) initiatives and performance.
Human Capital Management Oversight	Biannual Board examinations of human capital management practices, performance, risks, and opportunities (May and November meetings).	Ongoing	Provides key leadership and guidance on talent attraction, retention, development, and fostering an inclusive culture.
Political Contributions Policy	The company does not make corporate contributions to political candidates, parties, committees, campaigns, or 501(c)(4) organizations formed for political purposes.	Ongoing	Promotes transparency and accountability concerning lobbying and political activities, avoiding direct corporate political donations.
Compensation Recoupment Policy (Clawback)	Adopted effective October 2, 2023, complying with NYSE listing standards and Rule 10D-1, requiring recovery of erroneously awarded incentive-based compensation in case of accounting restatement.	October 2, 2023	Discourages excessive risk-taking and enhances accountability for financial reporting accuracy.
Securities/Insider Trading Policy	Prohibits officers and directors from engaging in hedging activities or pledging company stock as collateral for a loan.	Ongoing	Further aligns executive and director interests with long-term shareholder value and prevents speculative trading.

Related Party Transactions

Charles M. Kelley II, son of Charles M. Kelley (former Senior Vice President, Natural Gas Pipelines, who retired on March 31, 2025), was employed as an Account Director in 2025, and his total compensation during 2025 was in excess of $120,000.

Stakeholder Impact

Shareholders: Potential for long-term value creation through strategic growth and increased dividends, balanced against underperformance in TSR relative to peers and a missed safety target.
Employees: Enhanced benefits through increased 401(k) profit-sharing contributions, comprehensive health and welfare plans, and a focus on engagement, inclusion, and diversity. Safety performance needs improvement.
Customers: Continued commitment to safe, reliable, and responsible energy solutions through an expanded and diversified infrastructure network.
Communities: Positive impact through significant charitable contributions and employee volunteerism, alongside efforts to minimize environmental footprint.
Creditors/Investors: Stability provided by strong financial performance, disciplined growth strategy, and a high percentage of fee-based earnings.

Next Steps

Shareholders to vote on director nominees, auditor ratification, and executive compensation at the May 20, 2026, annual meeting.
Management to incorporate key findings from the 2025 Board evaluation into Board processes.
Company intends to work towards further GHG emissions reductions in 2026 through improved methane-management practices and system optimizations.
Company will file a Current Report on Form 8-K with the SEC within four business days after the annual meeting to publish voting results.
Next advisory say-on-pay vote expected at the 2027 annual meeting of shareholders.
Shareholders wishing to recommend director candidates for the 2027 annual meeting should submit letters by September 30, 2026.
Shareholders wishing to nominate directors for the 2027 annual meeting must provide notice between November 2, 2026, and December 2, 2026.
Shareholders wishing to submit proposals for inclusion in the 2027 proxy statement must submit them by December 2, 2026.

Key Dates

Date	Description
January 6, 2025	Randy N. Lentz appointed Executive Vice President and Chief Operating Officer.
January 23, 2026	Effective date for the appointment of Mark A. McCollum and Precious Williams Owodunni as directors.
February 2026	Quarterly common stock dividend of $1.07 per share paid.
March 23, 2026	Record date for shareholders entitled to vote at the annual meeting.
April 1, 2026	Date of the Dear Shareholder letter and release of proxy materials and 2025 annual report.
May 17, 2026	Deadline for 401(k) Plan voting instructions (11:59 p.m. Central Daylight Time).
May 19, 2026	Deadline for internet and telephone proxy voting (11:59 p.m. Central Daylight Time).
May 20, 2026	Annual Meeting of Shareholders (9:00 a.m. Central Daylight Time).
September 23, 2026	First vesting date for 20% of special restricted unit awards for Messrs. Hulse, Swords, and Taylor.
September 30, 2026	Latest date for shareholders to recommend prospective director candidates for the 2027 annual meeting.
November 2, 2026	Earliest date for shareholder notice of director nomination for the 2027 annual meeting (other than proxy access).
December 2, 2026	Latest date for shareholder notice of director nomination for the 2027 annual meeting (other than proxy access) and for shareholder proposals for inclusion in the 2027 proxy statement.
September 23, 2027	Second vesting date for 30% of special restricted unit awards for Messrs. Hulse, Swords, and Taylor.
February 19, 2028	Vesting date for 2025 annual performance units and 2025 annual restricted units.
September 23, 2028	Third vesting date for 50% of special restricted unit awards for Messrs. Hulse, Swords, and Taylor, and full vesting for Mr. Lentz's special restricted unit award.
2030	Target year for 2.2 MMT CO2e GHG emissions reduction.

Recommendation

hold

The company demonstrates strong financial performance and strategic growth through recent acquisitions, which are positive indicators. However, the underperformance in Total Shareholder Return (TSR) relative to its peer group over the 2022-2025 period and the failure to meet the safety incident rate target suggest areas for improvement. The stock appears to be in a period of integration and consolidation following significant M&A activity. A "hold" recommendation allows investors to observe the successful integration of acquired assets and the impact of ongoing strategic initiatives on future performance and shareholder returns, while acknowledging current strengths and areas needing attention.

Keywords

ONEOK, Midstream, Energy Infrastructure, Natural Gas, Natural Gas Liquids (NGLs), Refined Products, Crude Oil, Pipelines, Gathering and Processing, Fractionation, Transportation, Storage, Marine Export Services, SEC Filing, Proxy Statement, Corporate Governance, Executive Compensation, Shareholder Meeting, Dividends, Acquisitions, Magellan Midstream Partners, EnLink Midstream, Medallion, ESG, Sustainability, GHG Emissions, Risk Management, Cybersecurity, Financial Performance

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