form_8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
(Date
of report)
|
July
17, 2009
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(Date
of earliest event reported)
|
July
16, 2009
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ONEOK,
Inc.
(Exact
name of registrant as specified in its charter)
Oklahoma
|
|
001-13643
|
|
73-1520922
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(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
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100
West Fifth Street; Tulsa, OK
(Address
of principal executive offices)
74103
(Zip
code)
(918)
588-7000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
[]
Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
|
We
announced the following management changes effective July 16, 2009.
James C.
Kneale, 58, President and Chief Operating Officer of ONEOK, Inc. and of ONEOK
Partners GP (“ONEOK Partners GP”), the sole general partner of ONEOK Partners,
L.P., will retire on January 1, 2010. Mr. Kneale will continue to
serve as President of ONEOK, Inc. and of ONEOK Partners GP until such date. Mr.
Kneale became President and Chief Operating Officer of ONEOK, Inc. in 2007 and
of ONEOK Partners GP in 2008, where he also serves as a director. Mr.
Kneale previously served as Executive Vice President – Finance and
Administration and Chief Financial Officer of ONEOK, Inc. and of ONEOK Partners
GP from 2004 in the case of ONEOK, Inc., and 2006 in the case of ONEOK Partners
GP, through 2007.
John W.
Gibson, 57, who currently serves as Chief Executive Officer of ONEOK, Inc. and
Chairman and Chief Executive Officer of ONEOK Partners GP, will also assume the
role of President for both companies on Mr. Kneale’s retirement
date. Mr. Gibson joined ONEOK, Inc. in May 2000 from Koch Energy,
Inc., a subsidiary of Koch Industries, where he was an Executive Vice
President.
Robert F.
Martinovich, 51, has been named our Chief Operating Officer. Mr.
Martinovich has served as President – Natural Gas Gathering and Processing of
ONEOK Partners GP since he came to ONEOK, Inc. in 2007. Prior to
joining ONEOK, Inc., Mr. Martinovich was group vice president of environment,
health and safety, operations and technical services for DCP Midstream,
LLC. Mr. Martinovich joined DCP Midstream, LLC in 2000 as senior vice
president, responsible for the Permian Basin assets, and in 2002 was named
senior vice president responsible for the Mid-Continent and Rocky Mountain
assets.
Terry K.
Spencer, 50, has been named Chief Operating Officer – ONEOK Partners of ONEOK,
Inc. and also Chief Operating Officer of ONEOK Partners GP. From 2007
to present, Mr. Spencer served as Executive Vice President of ONEOK, Inc. and as
Executive Vice President – Natural Gas Liquids of ONEOK Partners
GP. Mr. Spencer previously served as President - Natural Gas Liquids
for ONEOK Partners GP from April 2006 and served as our Senior Vice President -
Natural Gas Liquids from July 2005 to March 2006. From 2003 to 2005, he served
as Vice President and
General
Manager and Vice President of Gas Supply and Project Development for ONEOK,
Inc.
Caron A.
Lawhorn, 48, has been named Senior Vice President – Corporate Planning and
Development of ONEOK, Inc. and of ONEOK Partners GP. Ms. Lawhorn will
continue to act as Senior Vice President and Chief Accounting Officer of ONEOK,
Inc. and of ONEOK Partners GP, which offices she has held from 2007 and 2008,
respectively, through the present, until such time as Derek Reiners assumes
these positions on or about August 10, 2009, as described below. Prior to
her current positions, Ms. Lawhorn served ONEOK as senior vice president of
financial services and treasurer from January 2005 to January 2007, vice
president and controller from August 2004 to January 2005, vice
president of audit and risk control from May 2003 to August 2004, and
manager of audit services from September 1998 to May
2003.
Derek S.
Reiners, 38, has been named Senior Vice President and Chief Accounting Officer
of ONEOK, Inc. and of ONEOK Partners GP and will assume those offices on or
about August 10, 2009. Mr. Reiners is currently a partner of the
accounting firm Grant Thornton LLP since 2004, and senior manager and manager of
Grant Thornton LLP for the period 2002-2004.
All of
these officers are eligible to participate in the benefit plans described under
the “Compensation Discussion and Analysis” on pages 28 through 39 of ONEOK,
Inc.’s Proxy Statement relating to its 2009 Annual Meeting of Shareholders, as
filed with the United States Securities and Exchange Commission on March 27,
2009 (and such descriptions are incorporated herein by this
reference). Mr. Reiners will also receive relocation assistance,
including reimbursement for commission and closing costs on the sale of his
current residence, for moving expenses and other miscellaneous
moving-related expenses.
Each of
these officers has also entered or will enter into a Termination Agreement with
ONEOK, Inc. Under the Termination Agreements, severance payments and benefits
are payable if the officer's employment is terminated by ONEOK, Inc. without
"just cause" or by the officer for "good reason" at any time within three years
of a change in control. Severance payments and benefits include a lump sum
payment equal to a multiple of the officer's annual compensation, which includes
annual base salary and the greater of his bonus for the last year preceding a
change in control or his target bonus for the year in which the change in
control occurs. Each officer would also be entitled to a prorated portion of his
or her targeted short-term incentive compensation and accelerated vesting of
retirement
and other
benefits, as well as continuation of welfare benefits for a certain number of
months.
Item
9.01
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Financial Statements
and Exhibits.
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Exhibits
Exhibit
Number
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Description
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99.1
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News
release of ONEOK, Inc. and of ONEOK Partners, L.P. dated July 16, 2009
announcing officer appointments.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ONEOK, Inc.
Date: July
17,
2009 By: /s/ Curtis L.
Dinan
Senior Vice President,
Chief
Financial Officer and
Treasurer
EXHIBIT
INDEX
Exhibit
Number Description
99.1
|
News
release of ONEOK, Inc. and of ONEOK Partners, L.P. dated July 16, 2009
announcing officer appointments.
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