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(Address
of principal executive offices, including zip code)
i713-i369-9000
(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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iClass
P Common Stock
iKMI
iNYSE
i2.250%
Senior Notes due 2027
iKMI 27A
iNYSE
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 i☐
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.☐
On January 18, 2023, the Board of Directors (the “Board”) of Kinder Morgan, Inc. (“KMI”) approved, subject to approval by KMI’s stockholders, an amendment (the “Amendment”) to KMI’s Amended and Restated Certificate
of Incorporation, to provide for exculpation of KMI officers as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware.
As described under Item 5.07 of this report, KMI’s stockholders approved the Amendment at KMI’s 2023 Annual Meeting of Stockholders held on May 10, 2023. The Amendment permits exculpation of certain officers in connection with direct claims brought by stockholders, including class actions, but does not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by KMI itself, or for derivative claims brought by stockholders in the name of KMI. In addition, the Amendment does not limit the liability of officers for any breach of the duty of loyalty to the corporation or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit. KMI filed the Amendment with the Secretary of State of the State of Delaware on May 10, 2023.
The foregoing description of the Amendment is a summary and is qualified by the full text of the Amendment, which is filed as Exhibit 3.1 to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
KMI held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 10, 2023. At the Annual Meeting, a total
of 1,936,446,970 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 fourteen nominated directors to the Board; (2) approval of an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of KMI as permitted by recent amendments to the General Corporation Law of the State of Delaware; (3) ratification of the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2023; and (4) 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 fourteen directors, each to serve until KMI’s 2024 annual meeting or, if earlier, the election and qualification of his or her successor.
KMI stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of KMI as permitted by recent amendments to the General Corporation Law of the State of Delaware.
For
Against
Abstain
Broker
Non-Votes
1,443,597,184
176,224,704
5,156,830
311,468,250
Proposal Three – Ratification of Selection of PricewaterhouseCoopers LLP
KMI stockholders ratified the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2023.
For
Against
Abstain
Broker
Non-Votes
1,874,380,800
58,356,786
3,709,383
—
Proposal Four – 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.
Cover Page Interactive Data File pursuant to Rule 406 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language).
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.