No Stockholder Action Required at this
Time
The Williams Companies, Inc. (NYSE:WMB) (“Williams” or the
“Company”) today confirmed that Corvex Management LP (“Corvex”) has
nominated ten Corvex employees, including Keith Meister, to stand
for election to the Company’s Board of Directors (the “Board”) at
the 2016 Annual Meeting of Stockholders to be held on Wednesday,
November 23, 2016.
The Company issued the following statement:
Williams is disappointed that Corvex
has launched a distracting and costly proxy contest while Williams
is successfully executing its strategic plan and moving forward
with its intent to name three new, highly qualified and independent
directors as part of its ongoing commitment to maintaining a
world-class board of directors.
The Williams Board intends to carefully
review Corvex’s nomination notice. No stockholder action is
required at this time. Without taking a position on the Corvex
14a-8 shareholder proposal and the Corvex nomination, Williams
notes that, should Corvex identify individuals with appropriate
expertise, experience and skills who are qualified to serve on the
Board, Williams will work constructively with Corvex and seriously
consider such candidates for appointment to the Board.
Williams notes that it has taken steps to
allow stockholders to submit nominations in compliance with
Williams’ bylaws, including extending the nomination deadline to
August 25, 2016 and making a clear indication to stockholders of
the number of Board seats that would be available. In addition, the
Williams Board has stated that it will consider any potential
nominees that stockholders feel would be appropriate to join the
Board.
Importantly, Williams contacted the directors
who resigned from its Board on July 1, 2016, including Keith
Meister of Corvex, in connection with its search for new,
highly-qualified directors in order to request their input
regarding particular areas of expertise or experience to prioritize
in its director search. Williams also asked the former directors to
suggest specific director candidates.
Since early July, the Williams management
team has announced a series of strategic actions, and the Company’s
stock has increased in value by approximately 39%.
- Williams and Williams Partners
announced immediate measures designed to enhance their values,
strengthen their credit profile and fund the development of a
significant portfolio of fee-based growth projects at Williams
Partners, while maintaining flexibility as financial and
operational plans are being reviewed.
- Williams Partners expects to implement
a Distribution Reinvestment Program (DRIP); Williams intends to
reinvest approximately $1.7 billion into Williams Partners through
2017, funded by reduced quarterly cash dividends.
- Williams Partners announced that it has
conditionally committed to execute a new gas gathering agreement
with a new producer customer, a private company successor to
Chesapeake Energy (NYSE: CHK), in the Barnett Shale. Additionally,
Williams Partners and Chesapeake agreed to a revised contract in
the Mid-Continent region. Among other benefits, this is expected to
reduce customer concentration risk and result in additional
drilling and volumes in the basins.
- Williams and Williams Partners
announced that they have agreed to sell the companies’ Canadian
businesses to Inter Pipeline Ltd. for combined cash proceeds of
$1.35 billion CAD.
- Williams’ cost reduction initiatives to
address the realities of slower growth in key supply areas are
on-track, with $55 million in lower adjusted costs for the second
quarter of 2016 versus the prior year period despite additional
assets being in service.
- Williams and Williams Partners
disclosed a 2017 $3.1 billion growth capital program, approximately
three-quarters of which relates to Transco expansions in high
growth demand markets under long-term contracts.
While the Company does not comment on M&A
rumors, the Williams Board is open minded and evaluates all
potentially value enhancing strategic opportunities. Williams has a
longstanding policy of open communications with its stockholders.
The Williams Board and management team will continue to take
decisive actions to position Williams for the future and enhance
stockholder value.
Williams (WMB) is a premier provider of large-scale
infrastructure connecting North American natural gas and natural
gas products to growing demand for cleaner fuel and feedstocks.
Headquartered in Tulsa, Okla., Williams owns approximately 60
percent of Williams Partners L.P. (WPZ) (“WPZ”), including all of
the 2 percent general-partner interest. WPZ is an industry-leading,
large-cap master limited partnership with operations across the
natural gas value chain from gathering, processing and interstate
transportation of natural gas and natural gas liquids to petchem
production of ethylene, propylene and other olefins. With major
positions in top U.S. supply basins and also in Canada, WPZ owns
and operates more than 33,000 miles of pipelines system wide –
including the nation’s largest volume and fastest growing pipeline
– providing natural gas for clean-power generation, heating and
industrial use. WPZ’s operations touch approximately 30 percent of
U.S. natural gas.
Additional Information
Williams intends to file a proxy statement with the U.S.
Securities and Exchange Commission (the “SEC”) with respect to the
2016 Annual Meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ ANY SUCH PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD
AND OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE 2016 ANNUAL MEETING. Investors and
security holders should read the proxy statement carefully before
making any voting or investment decisions. Investors and security
holders may obtain free copies of these documents and other
documents filed with the SEC by Williams through the website
maintained by the SEC at http://www.sec.gov. Copies of the documents filed
by Williams with the SEC will be available on Williams’ website at
investor.williams.com.
Participants in the Solicitation
Williams and its directors, executive officers and other members
of management and employees may be deemed to be participants in the
solicitation of proxies in connection with the matters to be
considered at Williams’ 2016 Annual Meeting. Information regarding
the directors and officers of Williams is contained in Williams’
Annual Report on Form 10-K filed with the SEC on February 26, 2016
(as it may be amended from time to time). Additional information
regarding the interests of such potential participants is or will
be included in the proxy statement and other relevant documents
filed with the SEC.
Forward-looking Statements
This communication may contain forward-looking statements. The
forward-looking statements relate to anticipated financial
performance, management’s plans and objectives for future
operations, business prospects, outcome of regulatory proceedings,
market conditions and other matters. Forward-looking statements can
be identified by various forms of words such as “anticipates,”
“believes,” “seeks,” “could,” “may,” “should,” “continues,”
“estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,”
“objectives,” “targets,” “planned,” “potential,” “projects,”
“scheduled,” “will,” “assumes,” “guidance,” “outlook,” “in service
date” or other similar expressions. The forward-looking statements
are based upon the current expectations and beliefs of management
and are subject to numerous assumptions, risks and uncertainties
that change over time and could cause actual results to differ
materially from those described in the forward-looking statements.
These assumptions, risks and uncertainties include, but are not
limited to, assumptions, risks and uncertainties discussed in the
most recent Annual Report on Form 10-K for each of Williams and
Williams Partners L.P. (“WPZ”) filed with the SEC and assumptions,
risks and uncertainties relating to the proposed transaction, as
detailed from time to time in Williams’ and WPZ’s filings with
the SEC, which factors are incorporated herein by reference
Forward-looking statements are based on numerous assumptions,
uncertainties and risks that could cause future events or results
to be materially different from those stated or implied in this
communication. Many of the factors that will determine these
results are beyond our ability to control or predict. Specific
factors that could cause actual results to differ from results
contemplated by the forward-looking statements include, among
others, the following: whether WPZ will produce sufficient cash
flows to provide the level of cash distributions, including
incentive distribution rights, that we expect; whether Williams is
able to pay current and expected levels of dividends; whether we
will be able to effectively execute our financing plan including
WPZ’s establishment of a distribution reinvestment plan and the
receipt of anticipated levels of proceeds from planned asset sales;
availability of supplies, including lower than anticipated volumes
from third parties served by our midstream business, and market
demand; volatility of pricing including the effect of lower than
anticipated energy commodity prices and margins; inflation,
interest rates, fluctuation in foreign exchange rates and general
economic conditions (including future disruptions and volatility in
the global credit markets and the impact of these events on
customers and suppliers); the strength and financial resources of
our competitors and the effects of competition; whether we are able
to successfully identify, evaluate and timely execute our capital
projects and other investment opportunities in accordance with our
forecasted capital expenditures budget; our ability to successfully
expand our facilities and operations; development of alternative
energy sources; availability of adequate insurance coverage and the
impact of operational and developmental hazards and unforeseen
interruptions; the impact of existing and future laws, regulations,
the regulatory environment, environmental liabilities, and
litigation, as well as our ability to obtain permits and achieve
favorable rate proceeding outcomes; Williams’ costs and funding
obligations for defined benefit pension plans and other
postretirement benefit plans; changes in maintenance and
construction costs; changes in the current geopolitical situation;
our exposure to the credit risk of our customers and
counterparties; risks related to financing, including restrictions
stemming from debt agreements, future changes in credit ratings as
determined by nationally-recognized credit rating agencies and the
availability and cost of capital; the amount of cash distributions
from and capital requirements of our investments and joint ventures
in which we participate; risks associated with weather and natural
phenomena, including climate conditions and physical damage to our
facilities; and acts of terrorism, including cybersecurity threats
and related disruptions. Given the uncertainties and risk factors
that could cause our actual results to differ materially from those
contained in any forward-looking statement, we caution investors
and security holders not to unduly rely on our forward-looking
statements. The forward-looking statements speak only as of the
date hereof. We disclaim any obligations to and do not intend
to update the above list or announce publicly the result of any
revisions to any of the forward-looking statements to reflect
future events or developments. Because forward-looking statements
involve risks and uncertainties, we caution that there are
important factors, in addition to those listed above, that may
cause actual results to differ materially from those contained in
the forward-looking statements. For a detailed discussion of those
factors, see the risks described in the most recent Annual Report
on Form 10-K and Quarterly Report on Form 10-Q for each of Williams
and WPZ filed with the SEC.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160824005796/en/
The Williams Companies, Inc.Investor Relations:John Porter,
918-573-0797orBrett Krieg, 918-573-4614orMedia Relations:Lance
Latham, 918-573-9675orJoele Frank, Wilkinson Brimmer KatcherDan
Katcher, Andrew Siegel or Dan Moore, 212-355-4449
Williams Companies (NYSE:WMB)
Historical Stock Chart
From Apr 2024 to May 2024
Williams Companies (NYSE:WMB)
Historical Stock Chart
From May 2023 to May 2024