Item 5. Other Information
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Item 5. Other Information
On October 25, 2022, our Board of Directors (the “Board”) approved amendments to the By-laws of The Williams Companies, Inc. (the “By-laws”), effective immediately. Changes to the amended and restated By-laws include the following:
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Changes to conform with recent amendments to the General Corporation Law of the State of Delaware to (i) provide greater flexibility for adjourning and reconvening stockholder meetings; and (ii) delete the requirement that the Company make a list of stockholder information available during a meeting of stockholders.
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Updates stemming from the SEC’s recently adopted “universal proxy” rules in Rule 14a-19 under the Exchange Act to provide for the use of universal proxy cards (“Universal Proxy Card Rules”) and updates enhancing procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or nominations pursuant to the company’s proxy access bylaws), including by (i) requiring additional disclosures from nominating stockholders, proposed nominees and other persons associated with nominating stockholders; (ii) conforming existing provisions to the Universal Proxy Card Rules by providing that a proposed nominee consent to being named in any proxy statement and form of proxy card; (iii) requiring a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with the Universal Proxy Card Rules and the procedures set forth in the By-Laws, and that such stockholder will provide the Company with evidence demonstrating compliance
with such requirements; and (iv) requiring that stockholders directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white.
- Changes incorporating other ministerial, clarifying, and conforming changes.
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.
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