What changed in this filing

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Item 9A. Controls and Procedures

2023-02-28 compared with 2022-03-01 · 47 added, 44 removed, 274 unchanged (25% of the section changed)

15 unchanged sentences

Not applicable.

Table of Cont ents

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

20 unchanged sentences

Information on security ownership of directors and officers is set forth in our 2023 definitive Proxy Statement and is incorporated herein by this reference.

Table of Cont ents

Equity Compensation Plan Information

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(1) - Includes shares granted under our Employee Stock Purchase Plan, Employee Stock Award Program and restricted stock incentive unit awards and performance unit awards granted under our former Long-Term Incentive Plan, our former Equity Compensation Plan and our Equity Incentive Plan.

For a brief description of the material features of these plans, see Note J of the Notes to Consolidated Financial Statements in this Annual Report.

For a brief description of the material features of these plans, see Note K of the Notes to Consolidated Financial Statements in this Annual Report.

Column (c) includes 459,886, 130,204 and 4,521,154 shares available for future issuance under our Employee Stock Purchase Plan, Employee Stock Award Program and Equity Incentive Plan, respectively.

(2) - Includes our NQDC Plan, Deferred Compensation Plan for Non-Employee Directors and our former Stock Compensation Plan for Non-Employee Directors.

For a brief description of the material features of these plans, see Notes K and J of the Notes to Consolidated Financial Statements in this Annual Report.

For a brief description of the material features of these plans, see Notes K and L of the Notes to Consolidated Financial Statements in this Annual Report.

(3) - There is no exercise price associated with restrictive stock incentive unit awards and performance unit awards.

5 unchanged sentences

Information concerning the principal accountant’s fees and services is set forth in our 2023 definitive Proxy Statement and is incorporated herein by this reference.

Table of Cont ents

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

14 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation of ONEOK, Inc., dated July 3, 2017, as amended (incorporated by reference from Exhibit 3.2 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed November 1, 2017 (File No.

3.1 Amended and Restated Bylaws of ONEOK, Inc.

3.2 Amended and Restated By-laws of ONEOK, Inc.

(incorporated by reference from Exhibit 3.1 to ONEOK Inc.’s Current Report on Form 8-K filed February 24, 2023 (File No.

6 unchanged sentences

4.3 Form of Common Stock Certificate (incorporated by reference from Exhibit 1 to ONEOK, Inc.’s Registration Statement on Form 8-A filed November 21, 1997 (File No.

Table of Cont ents

4.4 Indenture, dated September 24, 1998, between ONEOK, Inc.

and Chase Bank of Texas, as trustee (incorporated by reference from Exhibit 4.1 to ONEOK, Inc.’s Registration Statement on Form S-3 filed August 26, 1998 (File No.

4.4 Indenture dated December 28, 2001, between ONEOK, Inc.

18 unchanged sentences

4.14 Eleventh Supplemental Indenture, dated September 12, 2013, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 5.000% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 12, 2013 (File No.

Table of Cont ents

4.15 Twelfth Supplemental Indenture, dated September 12, 2013, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.200% Senior Notes due 2043 (incorporated by reference to Exhibit 4.4 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 12, 2013 (File No.

3 unchanged sentences

4.18 Fourth Supplemental Indenture, dated September 28, 2007, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.85% Senior Notes due 2037 (incorporated by reference to Exhibit 4.2 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 28, 2007 (File No.

4.20 Fifth Supplemental Indenture, dated March 3, 2009, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 8.625% Senior Notes due 2019 (incorporated by reference to Exhibit 4.2 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed March 3, 2009 (File No.

4.19 Ninth Supplemental Indenture, dated September 13, 2012, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 3.375% Senior Notes due 2022 (incorporated by reference from Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 13, 2012 (File No.

11 unchanged sentences

4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed July 2, 2018 (File No.

Table of Cont ents

4.26 Seventh Supplemental Indenture, dated as of July 2, 2018, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.

31 unchanged sentences

4.2 to ONEOK, Inc.’s Current Report on Form 8-K filed May 7, 2020 (File No.

Table of Cont ents

4.37 Eighteenth Supplemental Indenture, dated as of May 7, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.

1 unchanged sentence

4.3 to ONEOK, Inc.’s Current Report on Form 8-K filed May 7, 2020 (File No.

4.38 Nineteenth Supplemental Indenture, dated as of November 18, 2022, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.

Bank Trust Company, National Association (successor in interest to U.S.

Bank National Association), as trustee, with respect to the 6.100% Senior Notes due 2032 (incorporated by reference from Exhibit No.

4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed November 1 8 , 2022 (File No.

4.39 Description of securities (incorporated by reference from Exhibit 4.43 to ONEOK, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed February 23, 2021 (File No.

22 unchanged sentences

and the other lenders parties thereto (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No.

Table of Cont ents

10.11 Extension Agreement, dated as of June 18, 2018, among ONEOK, Inc., Citibank, N.A., as administrative agent, a swingline lender, a letter of credit issuer and a lender, and the other lenders, swingline lenders and letter of credit issuers parties thereto (incorporated by reference from Exhibit No.

6 unchanged sentences

Officer Change in Control Severance Plan (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed July 22, 2011 (File No.

10.15 Form of 2018 Restricted Unit Stock Award Agreement dated February 21, 2018 (incorporated by reference to Exhibit 10.17 to ONEOK, Inc.’s Annual Report on Form 10-K filed on February 27, 2018 (File No.

10.16 Form of 2018 Performance Unit Award Agreement dated February 21, 2018 (incorporated by reference to Exhibit 10.18 to ONEOK, Inc.’s Annual Report on Form 10-K filed on February 27, 2018 (File No.

10.15 Form of 2023 Restricted Unit Stock Award Agreement dated February 22, 2023.

10.16 Form of 2023 Performance Unit Award Agreement dated February 22, 2023.

10.17 Form of 2022 Restricted Unit Award Agreement (incorporated by reference from Exhibit 10.17 to ONEOK, Inc.’s Annual Report on Form 10-K, filed March 1, 2022 (File No.

10.18 Form of 2022 Performance Unit Award Agreement (incorporated by reference from Exhibit 10.18 to ONEOK, Inc.’s Annual Report on Form 10-K, filed March 1, 2022 (File No.

10.19 Term Loan Agreement, dated as of November 19, 2018, among ONEOK, Inc., Mizuho Bank, Ltd., as administrative agent and a lender, and the other lenders parties thereto (incorporated by reference from Exhibit No.

10 unchanged sentences

Equity Compensation Plan, as amended and restated, dated December 18, 2008 (incorporated by reference from Exhibit 10.44 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed February 25, 2009 (File No.

Table of Cont ents

10.24 Equity Distribution Agreement, dated July 23, 2020, among ONEOK, Inc., and Credit Suisse Securities (USA) LLC, BofA Securities, Inc., Goldman Sachs & Co.

8 unchanged sentences

10.28 Form of 2019 Performance Unit Award Agreement, dated February 20, 2019 (incorporated by reference to Exhibit 10.55 to ONEOK , Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed February 26, 2019 (File No.

10.29 Form of 2021 Restricted Unit Award Agreement (incorporated by reference from Exhibit 10.33 to ONEOK, Inc's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed February 23, 2021 (File No.

10.29 Form of 2021 Restricted Unit Award Agreement (incorporated by reference from Exhibit 10.33 to ONEOK, Inc .

's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed February 23, 2021 (File No.

10.30 Form of 2021 Performance Unit Award Agreement (incorporated by reference from Exhibit 10.34 to ONEOK, Inc's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed February 23, 2021 (File No.

4 unchanged sentences

10.34 Form of First Amendment to 2019 Performance Unit Award Agreement (incorporated by reference to Exhibit 10.38 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed February 25, 2020 (File No.

10.35 Form of First Amendment to 2018 Performance Unit Award Agreement (incorporated by reference to Exhibit 10.39 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed February 25, 2020 (File No.

Table of Cont ents

10.35 ONEOK, Inc.

2020 Nonqualified Deferred Compensation Plan dated July 24, 2019 , and effective as of January 1, 2020 (incorporated by reference from Exhibit 10.40 to ONEOK, Inc ’ s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed February 23, 2021 (File No.

2020 Nonqualified Deferred Compensation Plan dated July 24, 2019, and effective as of January 1, 2020 (incorporated by reference from Exhibit 10.40 to ONEOK, Inc .

’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed February 23, 2021 (File No.

10.36 Form of ONEOK, Inc.

2 unchanged sentences

Norton II (incorporated by reference to Exhibit 10.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed August 4, 2021 (File No.

10.37 Form of ONEOK, Inc.

Equity Incentive Plan Restricted Unit Award Agreement (Make-Whole Award) (incorporated by reference to Exhibit 10.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 202 2 , filed November 2 , 202 2 ( File No.

10.38 Restricted Unit Award Agreement between ONEOK, Inc.

and Pamela Amburgy (incorporated by reference to Exhibit 10.

2 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 2, 2022 ( File No.

10.39 Restricted Unit Award Agreement between ONEOK, Inc.

and Janet Hogan (incorporated by reference to Exhibit 10.

3 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 2, 2022 ( File No.

10.40 Restricted Unit Award Agreement between ONEOK, Inc.

and Darren Wallis (incorporated by reference to Exhibit 10.

4 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 2, 2022 ( File No.

10.41 Amended and Restated Credit Agreement, dated June 10, 2022, by and among ONEOK, Inc., as borrower, Citibank, N.A., as administrative agent, a swing line lender, a letter of credit issuer and a lender, and the other lenders, swing line lenders and letter of credit issuers parties thereto (incorporated by reference from Exhibit 10.1 to ONEOK , Inc.’s Current Report on Form 8-K, filed June 13, 2022 (File No.

10.42 Amended and Restated Guaranty Agreement, dated June 10, 2022, by and between ONEOK Partners, L.P.

and ONEOK Partners Intermediate Limited Partnership, in favor of Citibank, N.A.

(incorporated by reference from Exhibit 10.2 to ONEOK , Inc.’s Current Report on Form 8-K, filed June 13, 2022 (File No.

10.43 Sworn Statement in Proof of Loss and Full and Final Settlement, Release, and Indemnity Agreement, dated January 9, 2023, among ONEOK, Inc., Bison Prairie Assurance, L.L.C., certain North American, British, and/or Continental European insurers who are parties thereto and certain North American, British, and/or Continental European reinsurers who are parties thereto (incorporated by reference from Exhibit 10.1 to ONEOK , Inc.’s Current Report on Form 8-K, filed January 10, 2023 (File No.

21 Required information concerning the registrant’s subsidiaries.

27 unchanged sentences

FORM 10-K SUMMARY

Table of Cont ents

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 1, 2022 By:

February 28, 2023 By:

/s/ Walter S.

Chief Financial Officer, Treasurer and

Executive Vice President, Strategy

and Corporate Affairs

Executive Vice President, Investor Relations

and Corporate Development

(Principal Financial Officer)

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 1st day of March 2022.

Gibson /s/ Pierce H.

Gibson Pierce H.

Chairman of the Board President, Chief Executive Officer and

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 28th day of February 2023.

Edwards /s/ Pierce H.

Edwards Pierce H.

Board Chair President, Chief Executive Officer and

/s/ Walter S.

1 unchanged sentence

Hulse III Mary M.

Chief Financial Officer, Treasurer and Vice President and

Executive Vice President, Strategy Chief Accounting Officer

and Corporate Affairs

Derksen /s/ Julie H.

Derksen Julie H.

Director Director

Helderman /s/ Randall J.

Helderman Randall J.

Chief Financial Officer, Treasurer and Senior Vice President and Chief

Executive Vice President, Investor Accounting Officer, Finance and

Relations and Corporate Development Tax

Derksen /s/ Pattye L.

Derksen Pattye L.

Director Director

/s/ Steven J.

Malcolm /s/ Jim W.

Malcolm Jim W.

Helderman /s/ Eduardo A.

Helderman Eduardo A.

Director Director

/s/ Pattye L.

Moore /s/ Eduardo A.

Moore Eduardo A.

/s/ Randall J.

Larson /s/ Gerald B.

Larson Gerald B.

Director Director

/s/ Gerald B.

/s/ Steven J.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures