WILLIAMS COMPANIES, INC. 10-Q

Item 5. Other Information On July 28, 2021, our Board of Directors (the “Board”) approved amendments to the By-laws of The Williams Companies, Inc. (the “By-laws”), effective immediately. In addition to certain technical and conforming amendments, the amended By-laws, among other things: Notice and Record Date Provisions • Reflect certain changes in the General Corporation Law of the State of Delaware (the “DGCL”) to (i) allow the Board to set a record date for determining the stockholders entitled to vote at a stockholder meeting that is different than the record date for determining the stockholders entitled to notice of a stockholder meeting; (ii) provide for a record date for the stockholders entitled to vote at a stockholder meeting if the Board fails to establish one; (iii) provide for the record date for an adjourned stockholder meeting or allow the Board to reset the record date for an adjourned stockholder meeting; (iv) allow the Board to fix a record date for purpose of allowing us to determine the stockholders entitled to consent to a corporation action without a meeting; and (v) allow the Board to set a record date to allow us to determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action (Article V, Section 5); • Update the notices required to be sent prior to a special or general stockholder meeting to provide that the notices shall include the record date for determining the stockholders entitled to vote at the meeting if that record date is different from the record date for determining stockholders entitled to notice (Article II, Sections 2); • Clarify that our secretary shall send the notice of any special meetings (Article II, Section 3); • Provide that for an adjourned annual or special meeting of stockholders, if adjournment is for more than 30 calendar days, or if after the adjournment a new record date for stockholders entitled to vote is fixed for the 49 adjourned meeting, a notice of the adjournment shall be given to stockholders entitled to vote at the adjourned meeting as of the record date fixed for the notice of the adjourned meeting (Article II, Section 5); • Provide that if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list of stockholders entitled to vote shall reflect the stockholders entitled to vote as of the tenth day before the meeting (Article II, Section 8); • Specify the information the notice of any special Board meeting shall contain and to specify the delivery and timing requirements for the notice of any special Board meeting (Article III, Section 6); • Reflect (i) certain definitional changes to the DGCL related to the transmission of notices; and (ii) provide for the delivery of notices to stockholders by electronic mail and facsimile under certain circumstances (Article VI, Section 1 and Article VII, Section 5). Miscellaneous Updates • Provide, among other things, the Board has the sole right to determine the time, date and place of a special meeting, including whether to allow the meeting by remote communication, and our secretary shall send a notice of the special meeting (Article II, Section 3); • Clarify that to determine whether a quorum is present at a stockholder meeting, the standard is the majority of the voting power of the outstanding shares of capital stock entitled to vote at the annual or special stockholder meeting, except as otherwise provided by law or by the Certificate of Incorporation (Article II, Section 4); • Clarify, among other things, that adjournment of a meeting by stockholders requires a majority of the voting power of our outstanding shares of capital stock that are present in person or represented by proxy at the meeting and entitled to vote (even though less than a quorum) (Article II, Section 5); • Provide that a stockholder entitled to vote at any meeting of stockholders or to express consent or dissent to corporate action without a meeting may authorize up to three people to act for such stockholder as a proxy in accordance with Section 212 of the DGCL (Article II, Section 6); • Delete duplicative provisions already contained in the Certificate of Incorporation pertaining to votes by a class of stockholders and one share equating to one vote (Article II, Section 6); • Provide that the chair of the Board may designate someone to preside at a stockholder meeting (Article II, Section 7); • Provide that a series of preferred stock may have a different voting standard for the election of a director (Article III, Section 1); • Clarify that a majority of the directors of the Board may create a new directorship without a vacancy left by an existing director subject to the provisions of the Certificate of Incorporation (Article III, Section 2); • Allow for the record of Board actions or consents to be in any format permitted by the DGCL, and provide that the record of actions as well as consents be filed with the minutes of the proceedings of the Board (Article III, Section 8); • Clarify that a committee established by the Board may approve or recommend to the stockholders the election or removal of directors (Article III, Section 11). The foregoing is only a summary of the changes made to the By-laws and is qualified in its entirety by reference to the full text of the By-laws, which is filed as Exhibit 3.4 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. 50 Item 6. Exhibits Exhibit No. Description 2.1 — Agreement and Plan of Merger dated as of May 16, 2018, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P., and WPZ GP LLC (filed on May 17, 2018 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 2.2 — Amendment No 1. to Agreement and Plan of Merger dated as of May 1, 2016, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC, and Energy Transfer Equity GP, LLC (filed on May 3, 2016 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 2.3 — Agreement and Plan of Merger dated as of September 28, 2015, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC, and Energy Transfer Equity GP, LLC (filed on October 1, 2015 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 3.1 — Amended and Restated Certificate of Incorporation as supplemented (filed on May 26, 2010, as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 3.2 — Certificate of Designations of Series B Preferred Stock of The Williams Companies, Inc. (filed on July 17, 2018 as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 3.3 — Certificate of Amendment dated August 10, 2018 (filed on August 10, 2018 as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 3.4* — By-Laws of The Williams Companies, Inc., as last amended effective July 28, 2021. 3.5 — Certificate of Designations of Series C Participating Preferred Stock of The Williams Companies, Inc. (filed on March 20, 2020 as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8‑K (File No. 001-04174) and incorporated herein by reference). 31.1* — Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S‑K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* — Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32** — Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* — XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. 101.SCH* — XBRL Taxonomy Extension Schema. 101.CAL* — XBRL Taxonomy Extension Calculation Linkbase. 101.DEF* — XBRL Taxonomy Extension Definition Linkbase. 101.LAB* — XBRL Taxonomy Extension Label Linkbase. 51 Exhibit No. Description 101.PRE* — XBRL Taxonomy Extension Presentation Linkbase. 104* — Cover Page Interactive Data File. The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). * Filed herewith. ** Furnished herewith. 52 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. T HE W ILLIAMS C OMPANIES , I NC . (Registrant) /s/ John D. Porter John D. Porter Vice President, Controller, and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) August 2, 2021