Date of Report (Date of earliest event reported): May 11, 2022
KINDER MORGAN, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-35081
80-0682103
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
1001 Louisiana Street, Suite 1000
Houston, Texas77002
(Address of principal executive offices, including zip code)
713-369-9000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications 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))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Class P Common Stock
KMI
NYSE
2.250% Senior Notes due 2027
KMI 27A
NYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Kinder Morgan, Inc. (“KMI”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on May 11, 2022. At the Annual Meeting, a total of 1,915,238,541 shares of KMI’s common stock entitled to vote were present or represented by proxy, constituting a quorum for the transaction of business.
At the Annual Meeting, KMI stockholders voted on the following proposals: (1) election of fifteen nominated directors to the Board; (2) ratification of the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2022; and (3) the approval, on an advisory basis, of the compensation of KMI’s named executive officers, as disclosed in the Proxy Statement.
Proposal One – Election of Directors
KMI stockholders elected fifteen directors, each to serve until KMI’s 2023 annual meeting or, if earlier, the election and qualification of his or her successor.
Nominee
For
Against
Abstain
Broker Non-Votes
Richard D. Kinder
1,488,830,394
102,699,534
2,321,526
321,387,086
Steven J. Kean
1,573,551,022
17,558,168
2,742,264
321,387,086
Kimberly A. Dang
1,559,378,152
31,803,158
2,670,144
321,387,086
Ted A. Gardner
1,285,567,256
304,466,263
3,817,935
321,387,086
Anthony W. Hall, Jr.
1,372,626,976
217,660,310
3,564,169
321,387,086
Gary L. Hultquist
1,419,305,777
171,597,019
2,948,659
321,387,086
Ronald L. Kuehn, Jr.
1,373,138,941
217,152,038
3,560,475
321,387,086
Deborah A. Macdonald
1,418,719,020
172,359,995
2,772,439
321,387,086
Michael C. Morgan
1,486,792,120
104,150,127
2,909,208
321,387,086
Arthur C. Reichstetter
1,554,843,692
35,436,096
3,571,667
321,387,086
C. Park Shaper
1,568,898,087
21,910,853
3,042,515
321,387,086
William A. Smith
1,559,570,275
30,697,441
3,583,738
321,387,086
Joel V. Staff
1,540,661,887
50,186,963
3,002,605
321,387,086
Robert F. Vagt
1,361,910,611
228,304,764
3,636,080
321,387,086
Perry M. Waughtal
1,554,842,242
35,980,825
3,028,387
321,387,086
2
Proposal Two – Ratification of Selection of PricewaterhouseCoopers LLP
KMI stockholders ratified the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2022.
For
Against
Abstain
Broker Non-Votes
1,818,792,555
92,581,275
3,864,711
—
Proposal Three – Advisory Vote on Executive Compensation
KMI stockholders approved, on an advisory basis, the compensation of KMI’s named executive officers, as disclosed in the Proxy Statement.
For
Against
Abstain
Broker Non-Votes
1,492,393,863
94,095,914
7,361,677
321,387,086
3
S I G N A T U R E
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 hereunto duly authorized.
KINDER MORGAN, INC.
Dated: May 16, 2022
By:
/s/ David P. Michels
David P. Michels Vice President and Chief Financial Officer