Date of Report (Date of earliest event reported): May 8, 2024
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))
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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 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 8, 2024. At the Annual Meeting, a total of 1,908,493,468 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 thirteen nominated directors to the Board; (2) ratification of the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2024; (3) an advisory vote on executive compensation; (4) an advisory vote on the frequency of holding an advisory vote on executive compensation; and (5) a stockholder proposal relating to establishing a greenhouse gas emission reduction target.
Proposal One – Election of Directors
KMI stockholders elected thirteen directors, each to serve until KMI’s 2025 annual meeting or, if earlier, the election and qualification of his or her successor.
Nominee
For
Against
Abstain
Broker
Non-Votes
Richard D. Kinder
1,539,001,434
65,236,037
2,591,012
301,664,984
Kimberly A. Dang
1,563,202,475
40,012,087
3,613,033
301,664,984
Amy W. Chronis
1,596,600,538
7,277,290
2,950,654
301,664,984
Ted A. Gardner
1,349,795,560
254,073,736
2,959,186
301,664,984
Anthony W. Hall, Jr.
1,534,376,794
69,385,770
3,065,032
301,664,984
Steven J. Kean
1,553,623,009
50,257,775
2,947,699
301,664,984
Deborah A. Macdonald
1,444,261,785
159,676,240
2,890,458
301,664,984
Michael C. Morgan
1,534,651,626
69,333,533
2,842,420
301,664,984
Arthur C. Reichstetter
1,570,042,274
33,753,382
3,032,826
301,664,984
C. Park Shaper
1,525,546,727
78,216,098
3,065,658
301,664,984
William A. Smith
1,572,633,090
31,119,178
3,075,327
301,664,984
Joel V. Staff
1,549,699,797
54,078,907
3,049,779
301,664,984
Robert F. Vagt
1,400,441,912
203,303,989
3,082,581
301,664,984
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 2024.
For
Against
Abstain
Broker Non-Votes
1,826,997,941
77,680,611
3,814,902
—
2
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
1,530,862,957
69,208,261
6,757,265
301,664,984
Proposal Four – Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation
KMI stockholders approved, on an advisory basis, a frequency of one year for future advisory votes regarding the compensation of our named executive officers.
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
1,572,351,478
4,297,603
24,526,364
5,653,038
301,664,984
Proposal Five – Stockholder Proposal Relating to Establishing a Greenhouse Gas Emission Reduction Target
KMI stockholders did not approve the stockholder proposal relating to establishing a greenhouse gas emission reduction target.
For
Against
Abstain
Broker Non-Votes
499,653,471
1,094,542,152
12,632,860
301,664,984
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 8, 2024
By:
/s/ David P. Michels
David P. Michels Vice President and Chief Financial Officer