ONEOK (OKE) DEF 14ADefinitive proxy

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS WEDNESDAY, MAY 24, 2023

MISSION

We deliver energy products and services vital to an advancing world.

VISION

To create exceptional value for our stakeholders by providing solutions for a transforming energy future.

CORE VALUES

STRATEGIC MAP

DEAR SHAREHOLDER

April 5, 2023

At ONEOK, our commitment to responsible operations, meaningful engagements with our stakeholders and a willingness to adapt have remained paramount throughout our long history. We continue to embrace our philosophy of continuous improvement by working to enhance our operations and disclosures in these areas.

You are cordially invited to attend the annual meeting of shareholders of ONEOK, Inc., which will be held at 9:00 a.m. Central Daylight Time on Wednesday, May 24, 2023. This year’s meeting will be held as a virtual meeting only, which will be conducted via live webcast. You will not be able to attend the annual meeting in person.

By continuing to hold our annual meeting virtually, our shareholders are able to join us from any location around the world, enabling increased shareholder attendance and participation, providing a cost savings to both us and our shareholders while contributing to our sustainability efforts by reducing the environmental impact of our annual meeting.

Information on how to virtually attend and participate in the annual meeting online via the live webcast platform is provided under “About the 2023 Annual Meeting” in the accompanying proxy statement.

ANNUAL MEETING

The matters to be considered and voted on at the meeting are set forth in the accompanying notice of the annual meeting and are described in the accompanying proxy statement. A copy of our 2022 annual report to shareholders is also enclosed. A report on our 2022 performance will be presented at the meeting.

VOTING

We look forward to welcoming as many of our shareholders as possible at the annual meeting. We know, however, that most of our shareholders will be unable to attend. Therefore, proxies are being solicited so that each shareholder has an opportunity to vote by proxy. You can authorize a proxy over the internet or by telephone. Instructions for using these convenient services are included in the proxy statement and on the proxy card. Of course, if you prefer, you may vote by mail by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope.

If your shares are held through a broker or similar person, unless you provide them with voting instructions, your shares will not be voted in the election of directors or in certain other important proposals as described in the accompanying proxy statement. Consequently, please provide your voting instructions to your broker or similar person in a timely manner to ensure that your shares will be voted.

Regardless of the number of shares you own, your vote is important. I urge you to submit your proxy or voting instructions as soon as possible so that you can be sure your shares will be voted.

Thank you for your investment in ONEOK and your continued support.

Very truly yours,
		Julie H. Edwards         Board Chair

ONEOK, INC. NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE

May 24, 2023, at 9:00 a.m. Central Daylight Time

MEETING LOCATION

Virtual meeting only. In order to virtually attend the annual meeting, shareholders must register online at www.proxydocs.com/oke. Additional information on how to virtually attend and participate in the annual meeting is provided under “About the 2023 Annual Meeting” in the accompanying proxy statement.

ITEMS OF BUSINESS

These matters are described more fully in the accompanying proxy statement.

RECORD DATE

March 27, 2023. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the annual meeting.

PROXY VOTING

YOUR VOTE IS IMPORTANT

The vote of every shareholder is important. The Board of Directors appreciates the cooperation of shareholders in directing proxies to vote at the meeting. To make it easier for you to vote, internet and telephone voting are available. The instructions in the accompanying proxy statement and attached to your proxy card describe how to use these convenient voting methods. Of course, if you prefer, you may vote by mail by completing your proxy card and returning it in the enclosed, postage-paid envelope. You may revoke your proxy at any time by following the procedures set forth in the accompanying proxy statement.

Whether or not you expect to virtually attend the meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Voting your shares promptly, via the internet, by telephone, or by signing, dating and returning the enclosed proxy card will save us the expense of additional solicitation.

Important Notice Regarding Internet Availability of Proxy Materials for the Shareholder Meeting to be held on May 24, 2023. This notice of Annual Meeting, proxy statement, form of proxy, and our 2022 annual report to shareholders are being distributed and made available on or about April 5, 2023. This proxy statement and our 2022 annual report to shareholders are also available on our website at www.oneok.com.

Additionally, you may access this proxy statement and our 2022 annual report at www.proxydocs.com/oke.

By order of the Board of Directors,

Patrick W. Cipolla

Secretary

Tulsa, Oklahoma

April 5, 2023

TABLE OF CONTENTS

This proxy statement describes important issues affecting our company and is furnished in connection with the solicitation of proxies by our Board of Directors for use at our 2023 annual meeting of shareholders to be held at the time and place set forth in the accompanying notice. The approximate date of the mailing of this proxy statement and accompanying proxy card is April 5, 2023.

Unless we otherwise indicate or unless the context indicates otherwise, all references in this proxy statement to “ONEOK,” “we,” “our,” “us,” the “company” or similar references mean ONEOK, Inc. and its predecessors and subsidiaries.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Any statements in this proxy statement that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements made under the provision of the “Safe Harbor” section of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “target,” “will,” “would” and other words and terms of similar meaning. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 1A, Risk Factors, and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Forward-Looking Statements,” in our 2022 Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Certain statements contained in this proxy statement, particularly pertaining to our environmental, social and governance (“ESG”) performance, goals, and initiatives, are subject to additional risks and uncertainties, including regarding gathering and verification of information and related methodological considerations; our ability to implement various initiatives under expected timeframes, cost, and complexity; our dependency on third-parties to provide certain information and to comply with applicable laws and policies; and other unforeseen events or conditions. These factors, as well as others, may cause results to differ materially and adversely from those expressed in any of our forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof. We will not undertake and specifically decline any obligation to update any forward-looking statements, except as required under applicable law. Additionally, we may provide information herein that is not necessarily “material” under the federal securities laws for the Securities and Exchange Commission reporting purposes but that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data) and the interest of various stakeholders. Much of this information is subject to, assumptions, estimates or third-party information that is still evolving and subject to change. For example, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.

WEB LINKS

Web links throughout this document are provided for convenience only, and information on the company’s website is not incorporated by reference into this proxy statement.

SUMMARY PROXY INFORMATION

To assist you in reviewing the company’s 2022 performance and voting your shares, we would like to call your attention to key elements of our 2023 proxy statement and our 2022 annual report to shareholders. The following is only a summary. For more complete information about these topics, please review the complete 2023 proxy statement and our 2022 annual report to shareholders.

“At ONEOK, our commitment to responsible operations, meaningful engagements with our stakeholders and a willingness to adapt have remained paramount throughout our long history.”

BUSINESS HIGHLIGHTS

OUR BUSINESS.

We are incorporated under the laws of the state of Oklahoma, and our common stock is listed on the New York Stock Exchange (“NYSE”) under the trading symbol “OKE.” We are a leading midstream service provider and own one of the nation’s premier natural gas liquids (“NGL”) systems, connecting NGL supply in the Rocky Mountain, Permian and Mid-Continent regions with key market centers and own an extensive network of gathering, processing, fractionation, transportation and storage assets. We apply our core capabilities of gathering, processing, fractionating, transporting, storing and marketing natural gas and NGLs through vertical integration across the midstream value chain to provide our customers with premium services while generating consistent and sustainable earnings growth.

NEW MISSION, VISION AND CORE VALUES.

Following our successful CEO transition in 2021, our leadership team spent a significant amount of time reflecting on our core businesses’ role and their integration into our business strategy going forward in an advancing energy future. This process resulted in creating our company’s new Mission, Vision, Core Values and Strategic Map – changes driven by an advancing world and a transforming energy future.

Our new Mission, Vision and Core Values provide a road map for our employees and stakeholders to understand where we are headed as a company, why we are going in that direction and how we will get there.

Our Mission is to deliver energy products and services vital to an advancing world.

Our Vision is to create exceptional value for our stakeholders by providing solutions for a transforming energy future. We set a standard to be exceptional in everything we do. Central to our Vision is the transforming energy future. Today, we provide solutions for our natural gas and NGL customers. We will continue developing additional capabilities and expertise for our company as we explore new opportunities and adapt our current assets to participate in a lower-carbon world.

Our Core Values - Safety and Environmental, Ethics, Diversity & Inclusion, Excellence, Service, and Innovation - and the actions associated with them (see page 1) act as a compass that not only sets the direction of our company culture but also guides everything we do. They are the pillars that support the success of our Mission and Vision.

BUSINESS UPDATE AND MARKET CONDITIONS.

We operate primarily fee-based businesses in each of our three reportable segments, and our consolidated earnings were approximately 90% fee-based in 2022.

We experienced earnings growth in 2022, compared with 2021, due primarily to increased producer activity across our operations, higher realized commodity prices, net of hedging, and higher average fee rates. In 2023, we expect to benefit from higher volumes, our completed Demicks Lake III natural gas processing plant and the expected completion of our MB-5 NGL fractionator, highlighting our extensive and integrated assets that are located in some of the most productive shale basins in the United States.

FINANCIAL PERFORMANCE.

Our 2022 consolidated operating income was approximately $2.8 billion, compared with approximately $2.6 billion in 2021. 2022 net income was approximately $1.7 billion compared with 2021 net income of approximately $1.5 billion.

SUMMARY PROXY INFORMATION

CONSOLIDATED OPERATING INCOME

$Millions

¹ Includes noncash impairment charges of $607.2 million

NET INCOME

$Millions

² Includes noncash impairment charges of $644.9 million

SUMMARY PROXY INFORMATION

DIVIDENDS.

During 2022, we paid common stock dividends totaling $3.74 per share, which is consistent with the prior year.

In February 2023, we paid a quarterly common stock dividend of $0.955 per share ($3.82 per share on an annualized basis), an increase of 2% compared with the same quarter in the prior year.

Our dividend growth is primarily due to the increase in cash flows resulting from the growth of our operations.

DIVIDENDS PAID PER SHARE

$Per Share

SHAREHOLDER RETURN.

Our one-, three-, five- and 10-year total shareholder returns as of December 31, 2022 (total shareholder return includes share price appreciation/ depreciation, dividend reinvestments, stock splits and the impact of the 2014 separation of our natural gas distribution business to ONE Gas, Inc. during the periods presented), compared with the referenced indices, are as follows:

¹ The ONEOK peer group used in this graph is the same peer group that will be used in determining our level of performance at the end of the three-year performance period for our 2022 performance units granted under our Equity Incentive Plan and is comprised of the following companies: DCP Midstream, LP; Energy Transfer, L.P.; EnLink Midstream LLC; Enterprise Products Partners L.P.; Kinder Morgan, Inc.; Magellan Midstream Partners, L.P.; MPLX LP; NuStar Energy L.P.; Plains All American Pipeline, L.P.; Targa Resources Corp.; Western Midstream Partners, LP; and The Williams Companies, Inc. Return percentages for this group are based on a market capitalization weighted average.

SUMMARY PROXY INFORMATION

CORPORATE GOVERNANCE HIGHLIGHTS

Our Board of Directors and management are committed to maintaining strong corporate governance practices that promote and protect the long-term interests of our shareholders. Our corporate governance practices are designed not just to satisfy regulatory and stock exchange requirements, but also to provide for effective oversight and management of our company, and include:

SUMMARY PROXY INFORMATION

EXECUTIVE COMPENSATION HIGHLIGHTS

PROGRAM DESIGN.

A principal feature of our compensation program is the determination of executive pay by our Executive Compensation Committee (referred to throughout this Proxy Statement as the “Executive Compensation Committee” or the “Committee”) and Board of Directors based on a comprehensive review of quantitative and qualitative factors designed to achieve long-term business success. Our executive compensation program is designed to attract, motivate and retain the key executives who drive our success and who are leaders in the industry, to reward for individual and company performance and to align the long-term interests of our executive officers with those of our shareholders.

Our compensation philosophy and related governance features are summarized below.

WHAT WE DO:

		✓		Compensation Program Continuity—Our shareholders have provided strong support for our compensation program over the years. The components of our executive compensation program have remained substantially the same for several years. We believe our program is designed appropriately, is well aligned with the interests of our shareholders and is instrumental to achieving our business goals. We periodically evaluate the effectiveness of our program and its alignment with our business strategy.
		✓		Independent Committee Determination—Our Executive Compensation Committee, composed solely of independent directors, makes all compensation recommendations regarding our named executive officers. These recommendations are then submitted to the Board for its consideration and approval.
		✓		Prudent Risk Management—The Committee designs compensation programs and sets compensation targets intended to discourage excessive risk-taking.
		✓		Pay for Performance—A significant portion of the compensation for our named executive officers is in the form of at-risk, variable compensation based on company and individual performance, with a focus on creating long-term shareholder value.
		✓		Competitive Compensation—In order to attract and retain qualified executives, our compensation programs provide a competitive total pay opportunity.
		✓		Multiple Performance Metrics—Variable compensation is based on more than one measure to encourage balanced incentives.
		✓		Awards Are Capped—All of our variable compensation plans have caps on payouts.
		✓		Retention-Based Incentives—A significant portion of total compensation relies on multi-year vesting requirements.
		✓		Share-Ownership Guidelines—We have market competitive share-ownership guidelines for our directors and officers.
		✓		“Clawback” Provisions—Our “clawback” provisions provide for the adjustment or recovery of compensation in applicable circumstances. (In light of rules recently issued by the Securities and Exchange Commission regarding clawback policies, we expect to review our clawback provisions in 2023 following the NYSE’s adoption of its relevant clawback listing standards and determine at that time whether any updates to our provisions are warranted).
		✓		Tally Sheets—The Committee reviews total compensation tally sheets at least annually as part of making individual compensation decisions.
		✓		Independent Consultant—The Committee engages a compensation consultant that is independent under the Securities and Exchange Commission rules and NYSE listing standards to provide advice and expertise on the design and implementation of our executive and director compensation programs.
		✓		“Double Trigger” Vesting of Equity Awards in a Change in Control—Under our 2018 Equity Incentive Plan, a change in control will not automatically trigger vesting of outstanding equity awards unless the acquirer does not assume or replace the outstanding awards. Rather, participants must experience a termination of employment without cause or resign for good reason within two years following a change in control for an award to vest in.

SUMMARY PROXY INFORMATION

WHAT WE DON’T DO:

				No Individual Employment Agreements—We do not enter into individual employment agreements with our executive officers.
				No Hedging of Company Stock—Our insider trading policy prohibits insiders, including our named executive officers, from engaging in hedging activities with respect to our stock.
				No Pledging of Company Stock—Our officers and directors may not hold our securities in a margin account or pledge our securities as collateral for a loan, subject to an exception that may be granted by our chief executive officer for loans (not margin accounts), which can be repaid without resorting to the pledged securities.
				No Tax Gross-ups—We do not provide tax gross-ups for change in control benefits.
				No Significant Perquisites—Our executive officers, including the named executive officers, receive no recurring significant perquisites or other personal benefits.

KEY COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM IN 2022 REMAIN UNCHANGED.

In designing our 2022 executive compensation program, our Executive Compensation Committee took into account, among other factors, the strong shareholder approval at our 2022 annual meeting in favor (93.6% of the shares voted) of our 2021 executive compensation program and our executive pay practices. In view of this high level of shareholder support, the Executive Compensation Committee determined that no changes to the components of our executive compensation program were necessary in 2022.

Our shareholders have provided consistently strong support for our compensation program since the inception of the say-on-pay advisory shareholder vote.

ALIGNMENT OF EXECUTIVE COMPENSATION AND PERFORMANCE.

We structure our executive compensation program to align the interests of our named executive officers with the interests of our shareholders. We believe a named executive officer’s compensation should be tied directly to the achievement of our strategic, financial and operating goals, all of which are designed to deliver value to our shareholders. Therefore, a significant part of each named executive officer’s pay is “at-risk,” in the form of an annual, short-term, cash incentive award and long-term, equity-based incentive awards.

Our Board of Directors, upon the recommendation of our Executive Compensation Committee, awarded Mr. Norton incentive compensation for 2022 as our President and Chief Executive Officer, including payment of an annual short-term cash incentive award of $1,467,300 in recognition of his performance and leadership during the year and the grant of a long-term equity incentive award with a grant date target value of $4.5 million (for more detail see page 59). Consistent with our executive compensation philosophy, a majority of Mr. Norton’s total direct compensation of approximately $6.8 million for 2022 was incentive-based and at-risk, as illustrated by the following chart:

2022 CEO COMPENSATION

SUMMARY PROXY INFORMATION

Consistent with our executive compensation philosophy, a majority of 2022 total direct compensation for our other named executive officers (as set forth on page 73) was incentive-based and at-risk, as illustrated by the following chart:

AVERAGE PAY MIX – OTHER NAMED EXECUTIVE OFFICERS

SHAREHOLDER ACTIONS

ELECTION OF DIRECTORS (PROPOSAL 1).

You will find in this proxy statement important information about the qualifications and experience of the 10 director nominees, each of whom is a current director. The Corporate Governance Committee performs an annual assessment of the performance of the Board of Directors to ensure that our directors have the skills and experience to oversee effectively our company. All of our directors have proven leadership, sound judgment, integrity and a commitment to the success of our company, and our Board of Directors recommends that shareholders VOTE IN FAVOR of each nominee for election.

RATIFICATION OF OUR INDEPENDENT AUDITOR (PROPOSAL 2).

You will also find in this proxy statement important information about our independent auditor, PricewaterhouseCoopers LLP. We believe PricewaterhouseCoopers LLP continues to provide high-quality service to our company, and our Board of Directors recommends that shareholders VOTE IN FAVOR of ratification.

AMENDMENT AND RESTATEMENT OF OUR EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE TOTAL NUMBER OF SHARES UNDER THE PLAN (PROPOSAL 3).

We are seeking to amend and restate our Employee Stock Purchase Plan to authorize an additional 1,500,000 shares of our common stock for issuance under such plan. Our Board of Directors recommends that shareholders VOTE IN FAVOR of the amendment and restatement of the Employee Stock Purchase Plan.

ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 4).

Our shareholders have the opportunity to cast a non-binding, advisory vote on our executive compensation program. As recommended by our shareholders at our 2017 annual meeting, we provide our shareholders with an annual opportunity to vote on executive compensation. Shareholders holding 93.6% of our shares that were voted last year on our executive compensation, including abstentions, supported the design and practices of our executive compensation program. In evaluating this “say on pay” proposal, we recommend that you review our Compensation Discussion and Analysis in this proxy statement, which explains how and why the Executive Compensation Committee made its 2022 executive compensation decisions. Our Board of Directors recommends that shareholders VOTE IN FAVOR of our executive compensation program.

ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 5).

Our shareholders will again have an opportunity to cast a non-binding vote on the frequency of the advisory vote on executive compensation at our 2023 annual meeting of shareholders. The Board is seeking our shareholders’ preference on holding the advisory vote on executive compensation every one, two or three years. The vote on this proposal is advisory and non-binding on the company and our Board of Directors. Consistent with the recommendation by our shareholders at our 2017 annual meeting, our Board of Directors recommends that shareholders vote for the “say on pay” advisory vote on executive compensation to occur EVERY YEAR (annually).

SUMMARY PROXY INFORMATION

VOTES REQUIRED FOR APPROVAL OF THE PROPOSALS.

The votes required for each proposal are summarized below, together with information regarding treatment of abstentions and broker non-votes for each proposal:

ABOUT THE 2023 ANNUAL MEETING

The following questions and answers are provided for your convenience and briefly address some commonly asked questions about our 2023 annual meeting of shareholders. Please also consult the more detailed information contained elsewhere in this proxy statement and the documents referred to in this proxy statement.

WHY DID I RECEIVE THESE PROXY MATERIALS?

We are providing these proxy materials in connection with the solicitation by the Board of Directors of ONEOK, Inc. of proxies to be voted at our 2023 annual meeting of shareholders and at any adjournment or postponement of the meeting.

You are invited to attend our annual meeting of shareholders on May 24, 2023, at 9:00 a.m. Central Daylight Time. This year’s meeting will be held as a virtual meeting only, which will be conducted via live webcast. You will not be able to attend the annual meeting in person.

By continuing to hold our annual meeting virtually, our shareholders are able to join us from any location around the world, enabling increased shareholder attendance and participation, providing a cost savings to both us and our shareholders while contributing to our sustainability efforts by reducing the environmental impact of our annual meeting.

WHO IS SOLICITING MY PROXY?

Our Board of Directors is sending you this proxy statement in connection with its solicitation of proxies for use at our 2023 annual meeting of shareholders. Certain of our directors, officers and employees also may solicit proxies on our behalf in person or by mail, telephone, fax or email.

HOW DO I ATTEND THE ANNUAL MEETING?

The annual meeting will be held as a virtual meeting only. You will not be able to attend the annual meeting in person.

In order to virtually attend the annual meeting online, shareholders must register online at www.proxydocs.com/oke. As part of the registration process, you will need to enter the control number found on your proxy card, voting information form or notice you previously received. Those holding their shares through an intermediary, such as a bank, broker, or nominee, who want to participate should request a control number from their intermediary in advance of the meeting.

Upon completion of your registration, you will receive further instructions via email, including a unique link that will allow you access to the annual meeting and to vote and submit questions during the annual meeting.

On the day of the annual meeting, May 24, 2023, shareholders may begin to log in to the live webcast platform fifteen minutes before the meeting starts. The annual meeting will start promptly at 9:00 a.m., Central Daylight Time.

We will have technicians ready to assist you with any technical difficulties you may have accessing the annual meeting. If you encounter any difficulties accessing the live webcast platform, including any difficulties voting or submitting questions, you may reference a frequently asked questions link that will be posted in your instructional email. A shareholder may also call a technical support number which is provided within the frequently asked questions site.

If there are any technical issues in convening or hosting the annual meeting, we will promptly issue a news release and post information to our website at www.oneok.com under the Investors page including information on when the meeting will be reconvened.

WHO MAY ATTEND AND VOTE AT THE ANNUAL MEETING?

All shareholders who held shares of our common stock at the close of business on March 27, 2023, may attend and vote at the meeting using the methods described above and below.

HOW DO I SUBMIT QUESTIONS AT THE ANNUAL MEETING?

It is our desire for the live webcast platform to approximate an in-person experience. Shareholders who have logged in to the live webcast platform may ask questions at the annual meeting in accordance with the rules of conduct that will be made available on the live webcast platform. An audio archive of the annual meeting, including the question-and-answer session, will be posted on our website at www.oneok.com under the Investors page within a few days after adjournment.

We will endeavor to answer as many questions submitted by shareholders as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business.

If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. If there are pertinent questions that cannot be answered during the meeting due to time constraints, we will post the questions and answers on our website at www.oneok.com under the Investors page within a few days after adjournment.

ABOUT THE 2023 ANNUAL MEETING

HOW DO SHAREHOLDERS OF RECORD CAST THEIR VOTE?

If you were a shareholder of record at the close of business on the record date of March 27, 2023, you have the right to vote the shares you held of record that day online during the annual meeting. To cast your vote online, you must complete the registration process described above; log in to the live webcast platform and follow the voting instructions on the live webcast platform.

You may also appoint a proxy through the internet, by telephone or by mail to vote your shares on your behalf. The internet and telephone methods of voting generally are available 24 hours a day and will ensure that your proxy is confirmed and posted immediately. These methods of voting are also available to shareholders who hold their shares in our Direct Stock Purchase and Dividend Reinvestment Plan, our Employee Stock Purchase Plan, and our 401(k) Plan, which includes our former Profit Sharing Plan as one of its features (collectively, the “401(k) Plan”).

You may revoke your proxy any time before the annual meeting by following the procedures outlined below under the caption “What can I do if I change my mind after I vote my shares?”

Please help us save time and postage costs by appointing a proxy via the internet or by telephone.

When you appoint a proxy via the internet, by telephone or by mailing a signed proxy card, you are appointing Julie H. Edwards, Board Chair, and Stephen B. Allen, Senior Vice President, General Counsel and Assistant Secretary, as your representatives at the annual meeting, and they will vote your shares as you have instructed them. If you appoint a proxy via the internet, by telephone or by mailing a signed proxy card but do not provide voting instructions, your shares will be voted FOR the election of each proposed director nominee named in this proxy statement, FOR Proposals 2, 3 and 4, and in favor of an advisory vote on executive compensation EVERY YEAR on Proposal 5.

To appoint a proxy to vote your shares on your behalf, please select from the following options:

VOTING OPTIONS

		Via the Internet
		●  Go to the website at www.proxypush.com/oke, which is available 24 hours a day, seven days a week, until 11:59 p.m. (Central Daylight Time) on May 23, 2023. ●  Enter the control number that appears on your proxy card. This process is designed to verify that you are a shareholder and allows you to vote your shares and confirm that your instructions have been properly recorded. ●  Follow the simple instructions. ●  If you appoint a proxy via the internet, you do not have to return your proxy card.
		By Telephone
		●  On a touch-tone telephone, call toll-free 1-866-883-3382, 24 hours a day, seven days a week, until 11:59 p.m. (Central Daylight Time) on May 23, 2023. ●  Enter the control number that appears on your proxy card. This process is designed to verify that you are a shareholder and allows you to vote your shares and confirm that your instructions have been recorded properly. ●  Follow the simple recorded instructions. ●  If you appoint a proxy by telephone, you do not have to return your proxy card.
		By Mail
		●  Mark your selections on the proxy card. ●  Date and sign your name exactly as it appears on your proxy card. ●  Mail the proxy card in the enclosed postage-paid envelope. ●  If mailed, your completed and signed proxy card must be received prior to the commencement of voting at the annual meeting.

WHAT IF MY SHARES ARE HELD BY MY BROKER OR SIMILAR PERSON?

If your shares are held in a brokerage account or by a similar person, your shares are considered to be held “in street name.” If you held shares in street name as of the record date of March 27, 2023, this proxy statement and our 2022 annual report to shareholders should have been forwarded to you by your broker or similar person, together with a voting instruction card. You have the right to direct your broker or similar person how to vote your shares by using the voting instruction card or by following any instructions provided by your broker or similar person for voting via the internet or telephone.

Under the rules of the NYSE, unless you provide your broker or similar person with your instructions on how to vote your shares, they will only be permitted to exercise their discretion to vote your shares on the ratification of the selection of our independent registered public accounting firm (Proposal 2) and will not be able to vote your shares on any of the other matters to be presented at the annual meeting. Consequently, unless you respond to their request for your voting instructions in a timely manner, your shares held through your broker or similar person will not be voted on any of these other matters (which is referred to as a “broker non-vote”).

Please provide your voting instructions to your broker or similar person so that your shares may be voted.

ABOUT THE 2023 ANNUAL MEETING

WHAT CAN I DO IF I CHANGE MY MIND AFTER I VOTE MY SHARES?

If you were a shareholder of record at the close of business on the record date, you have the right to revoke your proxy at any time before it is voted at the meeting by:

If your shares are held in a brokerage account or by a similar person, you may revoke any voting instructions you may have previously provided only in accordance with revocation instructions provided by your broker or similar person.

IS MY VOTE CONFIDENTIAL?

Proxy cards, ballots and voting tabulations that identify individual shareholders are mailed and returned directly to our stock transfer agent who is responsible for tabulating the vote in a manner that protects your voting privacy. It is our policy to protect the confidentiality of shareholder votes throughout the voting process. The vote of any shareholder will not be disclosed to our directors, officers or employees, except

The vote tabulator and the inspector of election has been, and will remain, independent of us. This policy does not prohibit shareholders from disclosing the nature of their votes to our directors, officers or employees, or prevent us from voluntarily communicating with our shareholders, ascertaining which shareholders have voted or making efforts to encourage shareholders to vote.

WHO WILL COUNT THE VOTE?

Representatives of our stock transfer agent, Equiniti Trust Company, will tabulate the votes and act as the inspector of the election.

HOW IS COMMON STOCK HELD IN OUR 401(K) PLAN VOTED?

In order to vote shares of our common stock held through our 401(k) Plan, you must instruct the trustee of the 401(k) Plan, Fidelity Management Trust Company, how to vote those shares by providing your instructions via the internet, by telephone or by mail in the manner outlined above. If you fail to provide your instructions or if you return an instruction card with an unclear voting designation or with no voting designation at all, then the trustee will vote the shares in your account in proportion to the way the other participants in the 401(k) Plan vote their shares. These votes receive the same confidentiality as all other shares voted.

To allow sufficient time for voting by the trustee of our 401(k) Plan, your voting instructions must be received by May 21, 2023.

HOW WILL SHARES FOR WHICH A PROXY IS APPOINTED BE VOTED ON ANY OTHER BUSINESS CONDUCTED AT THE ANNUAL MEETING THAT IS NOT DESCRIBED IN THIS PROXY STATEMENT?

Although we do not know of any business to be considered at the 2023 annual meeting other than the proposals described in this proxy statement, if any other business is properly presented at the annual meeting, your proxy gives authority to Julie H. Edwards, Board Chair, and Stephen B. Allen, Senior Vice President, General Counsel and Assistant Secretary, to vote on these matters at their discretion.

WHAT SHARES ARE INCLUDED ON THE PROXY CARD(S)?

The shares included on your proxy card(s) represent all of the shares that you owned of record as of the close of business on March 27, 2023, including those shares held in our Direct Stock Purchase and Dividend Reinvestment Plan, but excluding any shares held for your account by Fidelity Management Trust Company, as trustee for our 401(k) Plan. If you do not authorize a proxy via the internet, by telephone or by mail, your shares, except for those shares held in our 401(k) Plan, will not be voted. Please refer to the discussion above for an explanation of the voting procedures for your shares held by our 401(k) Plan, including its profit-sharing feature.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

If your shares are registered differently and are in more than one account, you will receive more than one proxy card. Please sign and return all proxy cards, or appoint a proxy via the internet or telephone, to ensure that all your shares are voted. We encourage you to have all accounts registered in the same name and address whenever possible.

WHY DID WE RECEIVE JUST ONE COPY OF THE PROXY STATEMENT AND ANNUAL REPORT WHEN WE HAVE MORE THAN ONE STOCK ACCOUNT IN OUR HOUSEHOLD?

We have adopted a procedure approved by the Securities and Exchange Commission called “householding.” This procedure permits us to send a single copy of the proxy statement and annual report to a household if the shareholders provide written or implied consent. Shareholders with multiple accounts that share the same last name and household mailing address will receive a single copy of shareholder documents (annual report, proxy statement, or other informational statement) unless we are instructed otherwise. Shareholders will continue to receive a separate proxy card for each stock account. We previously mailed a notice to eligible registered shareholders stating our intent to utilize this rule unless the shareholder provided an objection.

ABOUT THE 2023 ANNUAL MEETING

If you are a registered shareholder and received only one copy of the proxy statement and annual report in your household, we will promptly deliver copies, to the extent you request them, for each member of your household who was a registered shareholder as of the record date. You may make this request by calling EQ Shareowner Services at 1-866-235-0232 or by providing written instructions to EQ Shareowner Services, Attn: Householding/ONEOK, Inc., P.O. Box 64854, St. Paul, Minnesota 55164-0854. You also may contact EQ Shareowner Services in the same manner if you are currently receiving a single copy of the proxy statement and annual report in your household and desire to receive separate copies in the future for each member of your household who is a registered shareholder or if your household is currently receiving multiple copies of the proxy statement and annual report and you desire to receive a single copy in the future for your entire household.

If you are not a registered shareholder and your shares are held through a broker or similar person, you will need to contact that entity to revoke your election and receive multiple copies of these documents.

IS THERE A LIST OF SHAREHOLDERS ENTITLED TO VOTE AT THE ANNUAL MEETING?

The names of shareholders of record entitled to vote at the annual meeting will be available for examination by any shareholder for a purpose germane to the meeting at the annual meeting via the live webcast platform and for 10 days prior to the meeting between the hours of 9:00 a.m. and 4:30 p.m. Central Daylight Time at our principal executive offices at 100 West Fifth Street, Tulsa, Oklahoma 74103, and may be viewed by contacting our corporate secretary.

MAY I ACCESS THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT, 2022 ANNUAL REPORT AND ACCOMPANYING DOCUMENTS ON THE INTERNET?

Important Notice Regarding Internet Availability of Proxy Materials for the Shareholder Meeting to be held on May 24, 2023. This notice of Annual Meeting, proxy statement, form of proxy and our 2022 annual report to shareholders are being distributed and made available on or about April 5, 2023. This proxy statement and our 2022 annual report to shareholders are also available on our website at www.oneok.com.

Additionally, in accordance with rules of the Securities and Exchange Commission, you may access this proxy statement, our 2022 annual report and any other proxy materials we use at www.proxydocs.com/oke.

Instead of receiving future copies of our proxy and annual report materials by mail, shareholders may elect to receive an email that will provide electronic links to these proxy and annual report materials. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business and also will give you an electronic link to the proxy voting site. You may log on to www.proxypush.com/oke and follow the prompts to enroll in the electronic proxy delivery service. If you hold your shares in a brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your broker or other holder of record of your shares regarding the availability of this service.

WHAT OUT-OF-POCKET COSTS WILL WE INCUR IN SOLICITING PROXIES?

Morrow Sodali LLC, 333 Ludlow St., 5th Floor, South Tower, Stamford, Connecticut 06902, will assist us in the distribution of proxy materials and solicitation of votes for a fee of $11,000, plus out-of-pocket expenses. We also reimburse brokerage firms, banks and other custodians, nominees and fiduciaries for their reasonable expenses for forwarding proxy materials to our shareholders. We will pay all costs of soliciting proxies.

HOW CAN I FIND OUT THE RESULTS OF THE VOTING AT THE ANNUAL MEETING?

Preliminary voting results will be announced at the annual meeting. Voting results will be published in a Current Report on Form 8-K that we will file with the Securities and Exchange Commission within four business days after the annual meeting.

OUTSTANDING STOCK AND VOTING

MATTERS TO BE VOTED UPON

At the annual meeting, the following matters will be voted upon:

VOTING

Only shareholders of record at the close of business on March 27, 2023, are entitled to receive notice of and to vote at the annual meeting. As of that date, 447,439,752 shares of our common stock were outstanding. Each outstanding share entitles the holder to one vote on each matter submitted to a vote of shareholders at the meeting.

Shareholders of record may vote online or by proxy at the annual meeting. All properly submitted proxies received prior to the commencement of voting at the annual meeting will be voted in accordance with the voting instructions contained on the proxy. Shares for which signed proxies are properly submitted without voting instructions will be voted:

While we know of no other matters that are likely to be brought before the meeting, in the event any other business properly comes before the meeting, proxies will be voted in the discretion of the persons named in the proxy. The persons named as proxies were designated by our Board of Directors.

To vote shares held “in street name” through a broker or similar person, a shareholder must provide voting instructions to them. Brokerage firms and similar persons are required to request voting instructions for shares they hold on behalf of their customers and others. We encourage you to provide instructions to your brokerage firm or similar person on how to vote your shares. If your shares are held “in street name,” to be able to vote those shares online at the annual meeting, you must obtain a proxy, executed in your favor, from the broker or similar person who held those shares as of the close of business on March 27, 2023.

The rules of the NYSE determine whether proposals presented at shareholder meetings are routine or non-routine. If a proposal is routine, a broker or similar person holding shares for an owner in street name may vote for the proposal without receiving voting instructions from the owner under certain circumstances. If a proposal is non-routine, the broker or similar person may vote on the proposal only if the owner has provided voting instructions. A “broker non-vote” occurs when the broker or similar person is unable to vote on a proposal because the proposal is non-routine and the owner does not provide any voting instructions. Under the rules of the NYSE, Proposals 1, 3, 4 and 5 are considered to be non-routine, and Proposal 2 is considered to be routine. Accordingly, if you do not provide voting instructions to your brokerage firm or similar person holding your shares, they will not be permitted under the rules of the NYSE to vote your shares on Proposals 1, 3, 4 and 5 and will only be permitted to vote your shares on Proposal 2 at their discretion.

Please provide your voting instructions to your broker or similar person so that your shares may be voted.

Representatives of our stock transfer agent, Equiniti Trust Company, will be responsible for tabulating and certifying the votes cast at the meeting.

QUORUM

The holders of a majority of the shares entitled to vote at the annual meeting, present online or by proxy, constitute a quorum for the transaction of business at the annual meeting. In determining whether we have a quorum, we count abstentions and broker non-votes as present.

If a quorum is not present at the scheduled time of the meeting, the shareholders who are present online or by proxy may adjourn the meeting until a quorum is present. If the time and place of the adjourned meeting are announced at the time the adjournment is taken, no other notice need be given. However, if the adjournment is for more than 30 days, or if a new record date is set for the adjourned meeting, a notice will be given to each shareholder entitled to receive notice of, and to vote at, the meeting.

OUTSTANDING STOCK AND VOTING

VOTES REQUIRED

PROPOSAL 1 – ELECTION OF DIRECTORS.

Our By-laws provide for majority voting for directors in uncontested elections. We expect that the election of directors at our 2023 annual meeting will be uncontested. Under the majority voting standard, the election of directors is decided by the affirmative vote of a majority of the votes cast with respect to that nominee’s election by the shareholders present online or by proxy at the meeting and entitled to vote for the election of directors. In other words, to be elected a nominee must receive a number of “for” votes that exceeds the number of “against” votes cast with respect to that director’s election. Abstentions and broker non-votes, if any, do not count as “for” or “against” votes cast with respect to the election of directors.

Under Oklahoma law, if an incumbent director who is a nominee does not receive, in an uncontested election, the requisite majority vote to be elected at an annual meeting, that director remains in office as a “holdover” director. Accordingly, our Corporate Governance Guidelines require that such a director must promptly, following certification of the shareholder vote, tender his or her resignation to our Board of Directors. The Board (excluding the director who tendered the resignation) will then evaluate the resignation in light of the best interests of our company and our shareholders in determining whether to accept or reject the resignation, or whether other action should be taken. In reaching its decision, the Board may consider any factors it deems relevant, including the director’s qualifications, the director’s past and expected future contributions to the company, the overall composition of the Board and whether accepting the tendered resignation would cause the company to fail to comply with any applicable rule or regulation (including NYSE listing requirements and the federal securities laws). The Board will act on the tendered resignation and publicly disclose its decision and rationale within 90 days following certification of the shareholder vote.

PROPOSAL 2 – RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023.

In accordance with our By-laws, approval of Proposal 2 requires the affirmative vote of a majority of the voting power of the shareholders present online or by proxy and entitled to vote on each proposal at the meeting. Abstentions will have the same effect as votes against Proposal 2. If you do not provide voting instructions to your brokerage firm or similar person holding your shares, they will be permitted to vote your shares on Proposal 2 at their discretion.

PROPOSAL 3 – AMENDMENT AND RESTATEMENT OF OUR EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE TOTAL NUMBER OF SHARES UNDER THE PLAN.

In accordance with our By-laws, approval of Proposal 3 requires the affirmative vote of a majority of the voting power of the shareholders present online or by proxy and entitled to vote on each proposal at the meeting. Abstentions will have the same effect as votes against Proposal 3. If you do not provide voting instructions to your brokerage firm or similar person holding your shares, they will not be permitted to vote your shares on Proposal 3. Broker non-votes do not count as shares entitled to vote for purposes of determining the outcome of the vote on Proposal 3.

PROPOSAL 4 – ADVISORY VOTE ON EXECUTIVE COMPENSATION.

In accordance with our By-laws, approval of Proposal 4 requires the affirmative vote of a majority of the voting power of the shareholders present online or by proxy and entitled to vote on each proposal at the meeting. Abstentions will have the same effect as votes against Proposal 4. If you do not provide voting instructions to your brokerage firm or similar person holding your shares, they will not be permitted to vote your shares on Proposal 4. Broker non-votes do not count as shares entitled to vote for purposes of determining the outcome of the vote on Proposal 4.

PROPOSAL 5 – ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.

The outcome of Proposal 5 will be defined by a plurality of the votes cast at the meeting. Abstentions do not count as “for” any voting frequency. Broker non-votes do not count as votes entitled to vote for purposes of determining the outcome of the vote on Proposal 5.

REVOKING A PROXY

Any shareholder may revoke his or her proxy at any time before it is voted at the meeting by (1) notifying our corporate secretary in writing (the mailing address of our corporate secretary is 100 West Fifth Street, Tulsa, Oklahoma 74103), (2) authorizing a later proxy via the internet or by telephone, (3) returning a later dated proxy card or (4) voting online at the meeting. A shareholder’s presence without voting at the annual meeting will not automatically revoke a previously delivered proxy and any revocation during the meeting will not affect votes previously taken at the meeting.

If your shares are held in a brokerage account or by a similar person, you may revoke any voting instructions you may have previously provided in accordance with the revocation instructions provided by the broker or similar person.

PROXY SOLICITATION

Solicitation of proxies will be primarily by mail and telephone. We have engaged Morrow Sodali LLC, 333 Ludlow St., 5th Floor, South Tower, Stamford, Connecticut 06902, to solicit proxies for a fee of $11,000, plus out-of-pocket expenses. In addition, certain of our officers, directors and employees may solicit proxies on our behalf in person or by mail, telephone, fax or email, for which such persons will receive no additional compensation. We will pay all costs of soliciting proxies. We will also reimburse brokerage firms, banks and other custodians, nominees and fiduciaries for their reasonable expenses for forwarding proxy materials to our shareholders.

In connection with our solicitation of proxies for our 2024 annual meeting, we intend to file a proxy statement and WHITE proxy card with the Securities and Exchange Commission. Shareholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the Securities and Exchange Commission without charge from the Securities and Exchange Commission’s website at: www.sec.gov.

GOVERNANCE OF THE COMPANY

Our Board of Directors and management are committed to maintaining strong corporate governance practices that allocate rights and responsibilities among our Board, management and shareholders in a manner that benefits the long-term interest of our shareholders. Our corporate governance practices are designed not just to satisfy regulatory and stock exchange requirements, but also to provide for effective oversight and management of our company.

Our Corporate Governance Committee engages in a regular process of reviewing our corporate governance practices, including comparing our practices with those recommended by various corporate governance authorities, the expectations of our shareholders and the practices of other leading public companies. Our Corporate Governance Committee also regularly reviews our corporate governance practices in light of proposed and adopted laws and regulations, including the rules of the Securities and Exchange Commission and the rules and listing standards of the NYSE.

CORPORATE GOVERNANCE GUIDELINES

Our Board of Directors has adopted Corporate Governance Guidelines that address key areas of our corporate governance, including: the Board’s mission and responsibilities; Board membership and leadership; the structure and function of the Board’s committees; meetings of the Board and its committees, including attendance requirements and executive sessions; Board compensation; Board and officer share-ownership requirements; succession planning; evaluation of the performance of our Board; and Board access to management and independent advisors. Our Board annually reviews our Corporate Governance Guidelines and may revise the guidelines from time to time as conditions warrant. The full text of our Corporate Governance Guidelines is published on and may be printed from our website at www.oneok.com and is also available from our corporate secretary upon request.

CODE OF BUSINESS CONDUCT AND ETHICS

Our Board of Directors has adopted Corporate Governance Guidelines that address key areas of our corporate governance, including: the Board’s mission and responsibilities; Board membership and leadership; the structure and function of the Board’s committees; meetings of the Board and its committees, including attendance requirements and executive sessions; Board compensation; Board and officer share-ownership requirements; succession planning; evaluation of the performance of our Board; and Board access to management and independent advisors. Our Board annually reviews our Corporate Governance Guidelines and may revise the guidelines from time to time as conditions warrant. The full text of our Corporate Governance Guidelines is published on and may be printed from our website at www.oneok.com and is also available from our corporate secretary upon request.

In February 2023, our Board of Directors approved a revised code of business conduct and ethics titled “ONE Way to Work.”

The revised code of business conduct and ethics’ foundation is built upon our core values. Directors, officers and employees are expected to look to our code and core values to guide their conduct and decision-making. The revised code expands upon existing subjects such as workplace conduct, insider trading and conflicts of interest, and includes new subjects such as diversity and inclusion, environmental protection and sustainability, health and safety at work, community support and human rights. The revised code is also fully digital and interactive allowing directors, officers and employees to easily navigate to other relevant company policies or report violations of the code.

All employees, including all directors and officers, are asked to complete annual code training and certify that they are in compliance with the code and are not aware of any non-compliance.

The full text of our code of business conduct and ethics is published on and may be printed from our website at www.oneok.com and is also available from our corporate secretary upon request. We intend to disclose on our website any future amendments to, or waivers from, our code of business conduct and ethics, with respect to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, in accordance with the rules of the Securities and Exchange Commission and the listing standards of the NYSE.

DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines provide that a majority of our Board of Directors will be “independent” under the applicable independence requirements of the NYSE. These guidelines and the rules of the NYSE provide that, in qualifying a director as “independent,” the Board must make an affirmative determination that the director has no material relationship with our company, either directly or as a partner, shareholder or officer of an organization that has a relationship with our company. In making this determination with respect to each director serving on the Executive Compensation Committee, under the rules of the NYSE, the Board is required to consider all factors specifically relevant to determining whether the director has a relationship to our company which is material to that director’s ability to be independent from management in connection with the duties of a member of that committee.

GOVERNANCE OF THE COMPANY

Our Board of Directors has also adopted director independence guidelines that specify the types of relationships the Board has determined to be categorically immaterial. Directors who meet these standards are considered to be “independent.” The full text of our director independence guidelines is published on and may be printed from our website at www.oneok.com and is also available from our corporate secretary upon request.

Our Board of Directors has determined affirmatively that Board members Brian L. Derksen, Julie H. Edwards, Mark W. Helderman, Randall J. Larson, Steven J. Malcolm, Jim W. Mogg, Pattye L. Moore, Eduardo A. Rodriguez and Gerald B. Smith have no material relationship with our company, and each qualifies as “independent” under our Corporate Governance Guidelines, our director independence guidelines and the rules of the NYSE. Accordingly, nine out of our current 10 directors qualify as independent.

BOARD LEADERSHIP STRUCTURE

During a portion of 2022, our Board was led by John W. Gibson, as non-executive Chairman of the Board, in consultation and coordination with Julie H. Edwards, then our lead independent director and Chair of the Corporate Governance Committee.

On May 4, 2022, Mr. Gibson informed ONEOK of his decision to retire as a member of the Board and as Chairman of the Board, after having served on the Board since 2006. On May 5, 2022, Ms. Edwards was appointed by the Board to succeed Mr. Gibson. Ms. Edwards, of Houston, Texas, has been a ONEOK Director since 2007 and prior to her appointment as independent Board Chair, she served as the company’s lead independent director and Chair of the Corporate Governance Committee.

Ms. Edwards is the first female Board Chair in the company’s 117-year history.

In addition, our Audit Committee, Corporate Governance Committee and Executive Compensation Committee were each led by a chair, each of whom is an independent director.

Our Corporate Governance Guidelines provide that our Board of Directors retain the authority, in the exercise of its discretion, to combine or separate the offices of Board Chair and Chief Executive Officer. Our Board reviews the issue as a part of its succession planning process, based on the individuals then available and the circumstances then presented. The Board believes that it is advantageous for the Board to maintain the flexibility to determine the issue on a case-by-case basis and, if necessary, to change the Board leadership structure at any time if it determines that doing so is in the best interests of our company and our shareholders.

LEAD INDEPENDENT DIRECTOR

Our Corporate Governance Guidelines provide that if the offices of the Board Chair and the Chief Executive Officer are combined, or the company has a non-independent Board Chair, or in the absence of a Board Chair, the Chair of the Board’s Corporate Governance Committee shall serve as the lead independent director, who shall have served as a director for a minimum of three years. The guidelines also provide that the duties of the lead independent director, if applicable, include but are not limited to:

In addition, the lead independent director, if applicable, has the authority to call meetings of the independent directors and, if requested by major shareholders, will be reasonably available for consultation and direct communication with such shareholders.

Following Ms. Edward’s appointment as Board Chair in May 2022, the company does not currently have a lead independent director.

CEO AND SENIOR MANAGEMENT SUCCESSION PLANNING

A key responsibility of the Chief Executive Officer and the Board is ensuring that an effective process is in place to provide continuity of leadership over the long-term at all levels in our company. Each year, succession-planning reviews are held at significant organizational levels of the company, culminating in a full review of senior leadership talent by our independent directors. During this review, the Chief Executive Officer, the Board Chair and the other independent directors discuss future candidates for senior leadership positions, succession timing for those positions and development plans for the highest-potential candidates. This process ensures continuity of leadership over the long-term, and it forms the basis on which our company makes ongoing leadership assignments.

Robert F. Martinovich, Executive Vice President & Chief Administrative Officer, one of our named executive officers for 2022, retired from the company on December 31, 2022 after more than 15 years of service.

GOVERNANCE OF THE COMPANY

OUR BOARD AND CORPORATE STRATEGY

Our Board of Directors is actively involved in overseeing, reviewing and guiding our corporate strategy. Our Board formally reviews our company’s business strategy, including the risks and opportunities facing our company and its businesses, at an annual strategic planning session. In addition, long-range strategic issues, including the performance and strategic fit of our businesses, are discussed as a matter of course at regular Board meetings. Our Board regularly discusses corporate strategy throughout the year with management, formally as well as informally, and during executive sessions of the Board as appropriate. As discussed in “Risk Oversight” below, our Board views risk management and oversight as an integral part of our strategic planning process, including mapping key risks to our corporate strategy and seeking to manage and mitigate risk. Our Board also views its own composition as a critical component to effective strategic oversight. Accordingly, our Board and relevant Board committees consider our business strategy and the company’s regulatory, geographic and market environments when assessing Board composition, director succession, executive compensation and other matters of importance.

SHAREHOLDER ENGAGEMENT

Our Board of Directors believes that accountability to shareholders is a mark of good corporate governance and that regular shareholder engagement is important to our company’s success. Our company’s management team and investor relations department frequently engage with shareholders on a variety of topics, with particular focus on matters relating to our company’s publicly disclosed strategy and financial performance. During 2022, members of our management team and our investor relations department participated in approximately 20 investor conferences or events and held approximately 370 discussions with investment firms.

Our management team and investor relations department also engage with shareholders to discuss matters relating to governance, compensation, safety, the environment, social responsibility and other current and emerging issues that the Board and our management understand are important to our shareholders. In addition to this direct engagement, our company also maintains a number of complementary mechanisms that allow our shareholders to effectively communicate to our Board, including:

RISK OVERSIGHT

ENTERPRISE RISK MANAGEMENT

We engage in an annual comprehensive Enterprise Risk Management (“ERM”) process to identify and manage risk. Our annual ERM assessment is designed to enable our Board of Directors to establish a mutual understanding with management of the effectiveness of our risk-management practices and capabilities, to review our risk exposure and to elevate certain key risks for discussion at the Board level. Risk management is an integral part of our annual strategic planning process, which addresses, among other things, the risks and opportunities facing our company.

Our ERM program is overseen by our Chief Financial Officer. The program is designed to identify, assess, monitor and manage risks that could affect our ability to fulfill our business objectives or execute our corporate strategy. Our ERM process encompasses the identification and assessment of a broad range of risks and the development of plans to mitigate these risks. Such risks generally relate to strategic, operational, financial, regulatory compliance, climate-related considerations, ESG, cybersecurity and human capital management aspects of our business.

Not all risks can be dealt with in the same way. Some risks may be easily perceived and controllable. Other risks are unknown. Some risks can be avoided or mitigated by particular behavior, and some risks are unavoidable as a practical matter. For some risks, the potential adverse impact would be minor and, as a matter of business judgment, it may not be appropriate to allocate significant resources to avoid the adverse impact. In other cases, the adverse impact could be significant, and it is prudent to expend resources to seek to avoid or mitigate the potential adverse impact. Management is responsible for identifying risk and risk controls related to our significant business activities; mapping the risks to our corporate strategy; and developing programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward and the appropriate manner in which to control and mitigate risk.

The Board implements its risk oversight responsibilities by having management provide periodic briefing and informational sessions on the significant risks that our company faces and how our company is seeking to control and mitigate those risks. In some cases, as with risks relating to significant acquisitions, risk oversight is addressed as part of the full Board’s ongoing engagement with the Chief Executive Officer and management.

The Board annually reviews a management assessment of the various operational and regulatory risks facing our company, their relative magnitude and management’s plan for mitigating these risks. This review is conducted in conjunction with the Board’s review of our company’s business strategy at its annual strategic planning meeting and at other meetings as appropriate.

GOVERNANCE OF THE COMPANY

MANAGEMENT RISK OVERSIGHT AND STRATEGY COMMITTEE

We also maintain a Risk Oversight and Strategy Committee, which consists of members of our senior management. This committee is responsible for ensuring that exposure to commodity price and interest rate risk, as well as marketing, trading, hedging practices, and long-term contractual commitments are monitored within the framework established by our company policies. The committee also is responsible for developing and implementing marketing and hedging strategies designed to mitigate or manage those risks within acceptable risk thresholds.

BOARD COMMITTEE RISK OVERSIGHT

In certain cases, a Board committee is responsible for oversight of specific risk topics. For example, the Audit Committee oversees risk issues associated with our overall financial reporting and disclosure process and legal compliance, as well as reviewing policies and procedures on risk-control assessment and accounting-risk exposure, including our companywide risk control activities. The Audit Committee meets with our Chief Financial Officer, Chief Operating Officer, Chief Accounting Officer and General Counsel, and meets with our Vice President, Audit Services, as well as with our independent registered public accounting firm, in separate executive sessions at least three times during the year at which time risk issues are discussed regularly.

In addition, our Executive Compensation Committee oversees risks related to our compensation programs, as discussed in greater detail elsewhere in this proxy statement, and our Corporate Governance Committee oversees risks related to our governance practices and policies.

ESG OVERSIGHT

Our Board provides key leadership, guidance and diverse energy industry and business expertise as it oversees executive management’s development of the company’s ESG practices. This oversight includes regular engagement with, and updates by, our CEO, executive management and others, and beginning in 2022, a goal to conduct a biannual examination of the company’s ESG practices, performance, risks and opportunities. Such examinations are scheduled to take place at the Board’s regular February and August meetings.

For more information regarding the Board’s ESG oversight, the company’s sustainable governance structure and the associated roles and responsibilities various groups and/or individuals play within that structure, see pages 35-36.

HUMAN CAPITAL MANAGEMENT OVERSIGHT

Our Board provides key leadership, guidance and diverse energy industry and business expertise as to executive management’s development of the company’s Human Capital Management practices. This oversight includes regular engagement with, and updates by, our CEO, executive management and others, and beginning in 2022, a goal to conduct a biannual examination of the company’s Human Capital Management practices, performance, risks and opportunities. Such examinations are scheduled to take place at the Board’s regular February and August meetings.

For more information regarding the Board’s Human Capital Management oversight and the company’s human capital resources, measures and objectives, see pages 40-41.

CYBERSECURITY AND PHYSICAL SECURITY

PROTECTING OUR ASSETS

ONEOK takes a cross-disciplinary approach to cybersecurity and physical security. We use systems and procedures to protect our physical and cyber assets as well as to enhance business resiliency and disaster recovery preparedness.

Securing company assets is critical to ONEOK’s commitments to:

SECURITY LEADERSHIP

Security at ONEOK is governed by the Security Advisory team, an executive advisory committee composed of company officers from various business segments who meet regularly to evaluate ongoing security threats, define policy and prioritize initiatives.

Our vice president of cybersecurity and physical security chairs this advisory team and leads work groups responsible for cybersecurity, physical security, risk management and business resiliency.

As part of its oversight responsibilities, ONEOK’s Board of Directors also receives regular updates on our company’s physical and cybersecurity efforts. In addition to these regular updates, in November 2022, our Board and senior management participated in a cybersecurity educational training session conducted by an attorney with the U.S. Department of Justice, United States Attorney’s Office, Northern District of Oklahoma.

GOVERNANCE OF THE COMPANY

CYBERSECURITY

ONEOK’s cybersecurity program generally incorporates the guidelines of the widely utilized National Institute of Standards and Technology (NIST) Cybersecurity Framework and focuses primarily on corporate information technology (IT) security, operational technology (OT) security and physical security.

ONEOK segments its networks into subnetworks to improve performance and security. We have business resiliency and disaster recovery plans in place that allow for switching to redundant backup systems, alternative forms of communication and manual operation of assets. We also work collaboratively with the FBI, Department of Homeland Security (DHS), Cybersecurity and Infrastructure Security Agency (CISA), Transportation Security Administration (TSA) and other relevant law enforcement resources to address cyberthreats.

Our corporate network infrastructure includes technology that gives employees secure, quick access to business applications and data while off-site. ONEOK’s commitment to providing secure remote access and use of cloud-based technology enabled business operations to continue uninterrupted for employees working remotely.

CRITICAL INFRASTRUCTURE SECURITY

ONEOK is an essential critical infrastructure business, and cybersecurity is a top priority for our company’s leadership and Board of Directors. In 2021, the TSA began releasing security directives defining cybersecurity requirements for the industry. ONEOK immediately responded to such directives when released and continues to work collaboratively with our government partners to improve security throughout our OT systems. The network segmentation and secure remote access improvements made in previous years provided the foundation for the implementation of these requirements.

PHYSICAL SECURITY

ONEOK uses technology as part of its physical security strategy. This includes video surveillance as well as access control systems that limit facility and office entry to approved individuals and provide a record of individuals in a workspace at any given time. ONEOK has standardized physical security technology across our operations, including deploying common ID-badge technology.

EMPLOYEE AND CONTRACTOR SECURITY TRAINING

We provide training to help employees and contractors recognize and avoid potential security threats and ask employees and contractors to remain alert to potential problems and report suspicious activity to ONEOK Security. All employees are required to complete annual, job specific security training.

Security training examples:

CRISIS MANAGEMENT AND INCIDENT RESPONSE

ONEOK is an essential critical infrastructure business, and cybersecurity is a top priority for our company’s leadership and Board of Directors. In 2021, the TSA began releasing security directives defining cybersecurity requirements for the industry. ONEOK immediately responded to such directives when released and continues to work collaboratively with our government partners to improve security throughout our OT systems. The network segmentation and secure remote access improvements made in previous years provided the foundation for the implementation of these requirements.

BOARD AND COMMITTEE MEMBERSHIP

Our business, property and affairs are managed under the direction of our Board of Directors. Members of our Board are kept informed of our business through discussions with our Chief Executive Officer and other officers, by reviewing materials provided to them periodically and in connection with Board and committee meetings, by visiting our offices and our operating facilities and by participating in meetings of the Board and its committees.

During 2022, the Board held 15 regular meetings and 5 special meetings. At times during 2022, the Board met in-person, telephonically and virtually. All of our incumbent directors who served on the Board during 2022 attended at least 80% of the aggregate of all meetings of the Board and Board committees on which they served in 2022.

Our Corporate Governance Guidelines provide that all members of our Board are expected to attend our annual meeting of shareholders. Based on the nature of the convening of the annual meeting of shareholders, members of our Board may attend the meeting in person, via telephone conference or videoconference. All members of our Board attended the 2022 annual meeting of shareholders, which was held virtually.

The Board has three standing committees consisting of the Audit Committee, the Executive Compensation Committee and the Corporate Governance Committee, which also met in-person, telephonically and virtually at times during 2022.

GOVERNANCE OF THE COMPANY

Our Board has adopted written charters for each of its Audit, Executive Compensation and Corporate Governance Committees. Copies of the charters of each of these committees are available on and may be printed from our website at www.oneok.com. Copies are also available from our corporate secretary upon request. The responsibilities of our Board committees are summarized below. From time to time, the Board, in its discretion, may form other committees.

THE AUDIT COMMITTEE

The Audit Committee represents and assists our Board of Directors with the oversight of the integrity of our financial statements and internal control over financial reporting, our compliance with legal and regulatory requirements, the independence, qualifications and performance of our independent registered public accounting firm and the performance of our internal audit function.

All members of our Audit Committee are “independent” under the independence requirements of the NYSE and the Securities and Exchange Commission applicable to audit committee members. The Board has determined that Brian L. Derksen, Mark W. Helderman and Jim W. Mogg are each an audit committee financial expert under the applicable rules of the Securities and Exchange Commission.

Our independent registered public accounting firm reports directly to our Audit Committee.

THE EXECUTIVE COMPENSATION COMMITTEE

Our Executive Compensation Committee is responsible for establishing and periodically reviewing our executive compensation policies and practices.

GOVERNANCE OF THE COMPANY

Our Executive Compensation Committee meets periodically during the year to review our executive and director compensation policies and practices. The Committee annually recommends to our Board of Directors executive officer salaries and short- and long-term incentive compensation. The scope of the authority of this committee is not limited except as set forth in its charter and by applicable law. This committee has the authority to delegate duties to sub-committees of this committee, or to other standing committees of the Board of Directors, as it deems necessary or appropriate.

This committee may not delegate to a subcommittee any authority required by any law, regulation or listing standard to be exercised by this committee as a whole.

All members of our Executive Compensation Committee are “independent” under the independence requirements of the NYSE applicable to compensation committee members.

The compensation group in our corporate human resources department supports, in consultation with our Chief Executive Officer, the Executive Compensation Committee in its work.

During 2022, the Executive Compensation Committee continued the engagement of Meridian Compensation Partners, LLC (“Meridian Compensation Partners”) as an independent compensation consultant to assist the committee in its evaluation of the amount and form of compensation paid in 2022 to our Chief Executive Officer, our other executive officers and our directors. Meridian Compensation Partners reported directly to the Executive Compensation Committee. For more information on executive compensation and the role of this consultant, see “Executive Compensation Discussion and Analysis—Executive Compensation Methodology—The Role of the Independent Compensation Consultant” at pages 61-63.

THE CORPORATE GOVERNANCE COMMITTEE

Our Corporate Governance Committee is responsible for overseeing our company’s governance, including the selection of directors and the Board’s practices and effectiveness.

All members of our Corporate Governance Committee are “independent” under the independence requirements of the NYSE.

GOVERNANCE OF THE COMPANY

DIRECTOR NOMINATIONS

Our Corporate Governance Guidelines provide that the Board of Directors is responsible for selecting candidates for Board membership and delegates the screening process to the Corporate Governance Committee of the Board. This committee, with recommendations and input from our Board Chair, our Chief Executive Officer and members of our Board, evaluates the qualifications of each director candidate and assesses the appropriate mix of skills, qualifications and characteristics required of Board members in the context of the perceived needs of the Board at a given point in time. The committee is responsible for recommending candidates for nomination by the Board for election as members of our Board.

Our Corporate Governance Guidelines provide that candidates for nomination by the Board must be committed to devoting the time and effort necessary to be productive members of the Board and that, in nominating candidates, the Board will endeavor to establish director diversity in personal background, race, gender, age and nationality. The guidelines also provide that the Board will seek to maintain a mix that includes, but is not limited to, the following areas of core competency: accounting and finance; investment banking; business judgment; management; energy industry knowledge; operations; crisis response; international business; leadership; strategic vision; law; and corporate relations.

The Corporate Governance Committee’s charter provides that it has the responsibility, in consultation with the Board Chair and the Chief Executive Officer, to search for, recruit, screen, interview and select candidates for the position of director as necessary to fill vacancies on the Board or the additional needs of the Board and to consider management and shareholder recommendations for candidates for nomination by the Board. In carrying out this responsibility, the Corporate Governance Committee evaluates the qualifications and performance of incumbent directors and determines whether to recommend them for election to the Board. In addition, this committee determines, as necessary, the portfolio of skills, experience, diversity, perspective and background required for the effective functioning of the Board considering our business strategy and our regulatory, geographic and market environments.

Our Corporate Governance Guidelines contain a policy regarding the Corporate Governance Committee’s consideration of prospective director candidates recommended by shareholders for nomination by our Board. Under this policy, any shareholder who wishes to recommend a prospective candidate for nomination by our Board for election at our 2024 annual meeting should send a letter of recommendation to our corporate secretary at our principal executive offices by no later than September 30, 2023.

The letter should include the name, address and number of shares owned by the recommending shareholder (including, if the recommending shareholder is not a shareholder of record, proof of ownership of the type referred to in Rule 14a-8(b)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the prospective candidate’s name and address, a description of the prospective candidate’s background, qualifications and relationships, if any, with our company and all other information necessary for our Board to determine whether the prospective candidate meets the independence standards under the rules of the NYSE and our director independence guidelines. A signed statement from the prospective candidate should accompany the letter of recommendation indicating that he or she consents to being considered as a nominee of the Board and that, if nominated by the Board and elected by the shareholders, he or she will serve as a director. The committee will evaluate prospective candidates recommended by shareholders for nomination by our Board in light of the various factors set forth above.

Neither the Corporate Governance Committee, nor the Board, nor our company itself discriminates in any way against prospective candidates for nomination by the Board on the basis of age, gender, race, religion or other personal characteristics. There are no differences in the manner in which the Corporate Governance Committee or the Board evaluates prospective candidates based on whether the prospective candidate is recommended by a shareholder or by the Corporate Governance Committee, provided that the recommending shareholder timely furnishes to our company a letter of recommendation containing the information described above along with the signed statement of the prospective candidate referred to above.

In addition to having the ability to recommend prospective candidates for nomination by our Board, under our By-laws, shareholders may themselves nominate candidates for election at an annual meeting of shareholders so long as they are shareholders of record when they give the notice described below and on the record date for the relevant annual meeting. Any shareholder who desires to nominate candidates for election as directors at our 2024 annual meeting must follow the procedures set forth in our By-laws. Under these procedures, notice of a shareholder nomination for the election of a director must be received by our corporate secretary at our principal executive offices not less than 120 calendar days, and not more than 150 calendar days, before the first anniversary of the date that our proxy statement was released to shareholders in connection with our 2023 annual meeting of shareholders (i.e., notice must be received no earlier than November 7, 2023 and no later than December 7, 2023). If the date of the 2024 annual meeting is more than 30 days after May 24, 2024, the first anniversary of our 2023 annual meeting, our corporate secretary must receive notice of a shareholder nomination by the close of business on the tenth day following the earlier of the day on which notice of the date of the 2024 annual meeting is mailed to shareholders or the day on which public announcement of the 2024 annual meeting date is made. In addition, in accordance with our By-laws, the shareholder notice must contain certain information about the candidate the shareholder desires to nominate for election as a director, the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made.

In addition, our By-laws permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of ONEOK’s common stock continuously for a period of at least three years, to nominate for election to our Board and have such director nominations included in our proxy materials, a number of director candidates equal to the greater of (i) two individuals or (ii) the closest whole number that does not exceed 20% of our Board, provided that the shareholder(s) and the nominee(s) satisfy certain requirements specified in the By-laws. Under these procedures, notice must be received by our corporate secretary at our principal executive offices not less than 120 calendar days, and not more than 150 calendar days, before the first anniversary of the date that our proxy statement was released to shareholders in connection with our 2023 annual meeting of shareholders (i.e., notice must be received no earlier than November 7, 2023 and no later than December 7, 2023). In accordance with our By-laws, the shareholder notice must contain certain information about the candidate the shareholder(s) desires to nominate for election as a director, the shareholder(s) giving the notice and the beneficial owner(s), if any, on whose behalf the nomination is made.

GOVERNANCE OF THE COMPANY

DIRECTOR COMPENSATION

The Executive Compensation Committee reviews director compensation on an annual basis in consultation with Meridian Compensation Partners, the Committee’s independent compensation consultant. This review includes consideration of director compensation data compiled by Meridian Compensation Partners for the same peer group used to assess competitive compensation for our executive officers in order to assess the competitive levels and types of compensation for our directors. In addition to considering director compensation data compiled by Meridian Compensation Partners, the Committee also considers relevant factors such as our company’s financial and operational performance when reviewing director compensation. After completing its review, the Committee submits its recommendation for director compensation to the full Board of Directors for approval.

Following its review in February 2022, the Committee recommended, and the full Board of Directors approved, the changes to the compensation paid to each of our non-management directors shown in the table below, which were effective as of May 1, 2022. Changes to director compensation during 2022 were intended to address anticipated market movement in cash and stock retainers and market shortfalls in Committee Chair and Board Chair cash retainers identified in Meridian Compensation Partners’ 2022 review of director compensation and assure that non-employee director compensation continued to fairly and appropriately compensate directors for their Board service. Director compensation was last increased in February 2020.

¹ The number of shares of common stock issued for the annual stock retainer is determined based on the closing price of our company’s common stock on the NYSE on the date of the meeting of the Board of Directors immediately following the company’s annual shareholder meeting.

All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board and committee meetings.

Our one management director, Pierce H. Norton II, receives no compensation for his service as a director.

Our Board of Directors has established minimum share-ownership guidelines for members of our Board that provide that, within five years after joining the Board, each non-management director will own shares of our common stock having a minimum value of five times the annual cash retainer paid for service on our Board. Our share-ownership guidelines provide that a director may not sell shares of his or her stock unless such director holds shares that meet the minimum ownership guideline after giving effect to such sale. All directors were in compliance with these guidelines in 2022. Our shareholder-approved 2018 Equity Incentive Plan imposes meaningful caps on the value of stock awards granted to our directors each year.

GOVERNANCE OF THE COMPANY

The following table sets forth the compensation paid to our non-management directors in 2022.

¹ Non-management directors may defer all or a part of their annual cash and stock retainers under our Deferred Compensation Plan for Non-Employee Directors. During the year ended December 31, 2022, $642,500 of the total amount payable for directors’ fees were deferred under this plan at the election of six of our directors. Deferred amounts are treated, at the election of the participating director, either as phantom stock or as a cash deferral. Phantom stock deferrals are treated as though the deferred amount is invested in our common stock based on the closing price on the NYSE on the date the deferred amount was earned. Phantom stock earns the equivalent of dividends declared on our common stock, reinvested in phantom shares of our common stock based on the closing price of our common stock on the payment date of each common stock dividend. The shares of our common stock reflected in a non-management director’s phantom stock account under our Equity Incentive Plan are issued to the director on the last day of the director’s service as a director or a later date selected by the director. Cash deferrals earn interest at a rate equal to Moody’s seasoned AAA corporate bond yield index on the first business day of the plan year plus 100 basis points. At January 3, 2022, Moody’s rate was 2.79%; therefore, cash deferrals in 2022 earned interest at a rate of 3.79%. Cash deferrals are paid to the director on the last day of the director’s service as a director or at a later date selected by the director.

The following table sets forth, for each non-management director during 2022, the amount of director compensation deferred during 2022 and cumulative deferred compensation as of December 31, 2022.

^a Reflects the value of the annual cash and stock retainers (with the number of shares of common stock calculated based on the closing price on the NYSE on the grant date) deferred by a director under our Deferred Compensation Plan for Non-Employee Directors.

^b Dividend equivalents paid on phantom stock are reinvested in additional shares of phantom stock (with the number of shares of common stock calculated based on the closing price of our common stock on the NYSE on the date the dividend equivalent was paid.)

^c The amount for Mr. Gibson reflects board fees that were deferred to cash in 2022 by Mr. Gibson and interest accrued on prior cash deferrals. The amounts for Ms. Edwards and Ms. Moore reflect interest accrued on prior cash deferrals. No board fees were deferred to cash in 2022 by Ms. Edwards or Ms. Moore. The amount for Mr. Mogg reflects board fees that were deferred to cash in 2022 by Mr. Mogg and interest accrued on prior cash deferrals. Cash deferrals earn interest at a rate equal to Moody’s seasoned AAA corporate bond yield index on the first business day of the plan year plus 100 basis points. At January 3, 2022, Moody’s rate was 2.79%; therefore, cash deferrals in 2022 earned interest at a rate of 3.79%. Cash deferrals are paid to the director on the last day of the director’s services as a director or at a later date selected by the director.

Footnotes continue on the following page.

GOVERNANCE OF THE COMPANY

² The amounts in this column reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC Topic 718”), with respect to stock awards received by directors for service on our Board of Directors. Since the shares are issued free of any restrictions on the grant date, the grant date fair value of these awards is the value of the equity retainer. Each of our non-management directors was issued 2,302 shares of our common stock with a grant date fair value of $65.14 during 2022 for service on our Board. Fractional shares are rounded down to the nearest whole share, with the difference being paid in cash. However, if a non-management director defers all or part of his or her annual stock retainer under our Deferred Compensation Plan for Non-Employee Directors, the value of fractional shares is reflected in the Board fees deferred to phantom stock.

³ For the aggregate number of shares of our common stock and phantom stock held by each member of our Board of Directors at March 1, 2023, see “Stock Ownership—Holdings of Officers and Directors” at page 57.

⁴ Reflects above-market earnings on Board of Directors fees deferred to cash under our Deferred Compensation Plan for Non-Employee Directors which provides for payment of interest on cash deferrals at a rate equal to Moody’s seasoned AAA corporate bond yield index on the first business day of the plan year plus 100 basis points. At January 3, 2022, Moody’s rate was 2.79%; therefore, cash deferrals in 2022 earned interest at a rate of 3.79%. Cash deferrals are paid to the director on the last day of the director’s service as a director or at a later date selected by the director.

⁵ Reflects charitable contributions made by our company or the ONEOK Foundation, Inc., on behalf of members of our Board as follows: (a) a $1,000 annual contribution to the non-profit organization of his or her choice; (b) matching contributions up to $10,000 per year to non-profit organizations of his or her choice pursuant to our Board matching grant program; and (c) matching contributions to the United Way pursuant to our annual United Way contribution program.

⁶ On May 4, 2022, Mr. Gibson retired as a member of the Board and as Chairman of the Board. Based on our practice of prorating director compensation by month, Mr. Gibson’s “Fees Earned or Paid in Cash” and “Stock Awards” represent a 1/12 proration of said compensation.

GOVERNANCE OF THE COMPANY

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2022, and at various times, Ms. Moore and Messrs. Helderman, Malcolm, Larson, Rodriguez and Smith served on our Executive Compensation Committee. No member of the Executive Compensation Committee was an officer or employee of the company or any of its subsidiaries during 2022, and no member of this committee was formerly an officer of the company or any of its subsidiaries. In addition, during 2022, none of our executive officers served as a member of a compensation committee or board of directors of any other entity of which any member of our Board was an executive officer.

EXECUTIVE SESSIONS OF THE BOARD

The independent members of our Board of Directors meet in separate, regularly scheduled executive sessions during each regular meeting of the Board held during the year. We intend to continue this practice of regularly scheduled separate meetings of the independent members of our Board. Ms. Edwards, our independent Board Chair, presides at such meetings.

ANNUAL BOARD AND COMMITTEE EVALUATIONS

Board and committee evaluations play a critical role in ensuring the effective functioning of our Board and its committees. It is important to take stock of Board and committee performance and to solicit and act upon feedback received from each member of our Board. To this end, under the leadership of our Governance Committee Chair, the Governance Committee is responsible for evaluating the performance of our Board annually. Each of our Board’s committees also annually conducts a self-evaluation.

The Board believes that, in addition to serving as a tool to evaluate and improve performance, evaluations can serve several other purposes, including the promotion of good governance, integrity of financial reporting, reduction of risk, strengthening of the Board-management partnership, the encouragement of candid and constructive dialogue and helping set and oversee Board expectations of management. In assessing their performance, the Board and its committees seek to assure themselves that areas identified for improvement are appropriately and timely addressed. As part of the Board’s evaluation process, directors consider various topics related to Board composition, structure, effectiveness and responsibilities and the overall mix of director skills, experience and backgrounds. While the Board and each of its committees conducts an evaluation annually, the Board considers its performance and that of its committees continuously throughout the year and shares feedback with management.

Topics considered during the 2022 annual Board evaluation process included:

COMMUNICATIONS WITH DIRECTORS

Our Board believes that it is management’s role to speak for our company. Our Board also believes that any communications between members of the Board and interested parties, including shareholders, should be conducted with the knowledge of our Chief Executive Officer. Interested parties, including shareholders, may contact one or more members of our Board by writing to the director(s) in care of our corporate secretary at our principal executive offices. A communication received from an interested party or shareholder will be forwarded promptly to the directors to whom the communication is addressed. A copy of the communication also will be provided to our Chief Executive Officer. We will not, however, forward sales or marketing materials, materials that are abusive, threatening or otherwise inappropriate, or correspondence not clearly identified as interested party or shareholder correspondence.

COMPLAINT PROCEDURES

Our Board of Directors has adopted procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters and complaints or concerns under our Code of Business Conduct and Ethics. These procedures allow for the confidential and anonymous submission by employees of concerns regarding accounting or auditing matters and matters arising under our Code of Business Conduct and Ethics. The full text of these procedures, known as our whistleblower policy, is published on and may be printed from our website at www.oneok.com and is also available from our corporate secretary, free of charge, upon request.

CORPORATE SUSTAINABILITY

ONEOK, as a leading midstream service provider, remains focused on our vision of creating exceptional value for our stakeholders by providing solutions for a transforming energy future and our mission to deliver energy products and services vital to an advancing world.

As we have grown our business and expanded our operational footprint over the years, we have also strengthened our commitment to improve our companywide sustainability program, practices and performance.

TO MAXIMIZE OUR EFFORTS, WE FOCUS OUR SUSTAINABILITY PROGRAM AROUND ENVIRONMENTAL, SOCIAL AND GOVERNANCE PROGRAMS INCLUDING:

We believe that our focus on corporate sustainability creates value for our company, our investors and stakeholders, while also helping us mitigate risks and reduce our impact on the environment.

For additional information on our ESG performance and related matters, please review our 2021-2022 Corporate Sustainability Report on our website at www.oneok.com, the contents of which are expressly not incorporated herein by this reference.

CORPORATE SUSTAINABILITY

ESG OVERSIGHT

We believe companies that anticipate and manage current and future sustainability risks and opportunities by focusing on quality, safety, innovation and productivity will emerge as industry leaders and are more likely to create a competitive advantage and long-term stakeholder value.

OUR SUSTAINABLE GOVERNANCE STRUCTURE IS SUMMARIZED IN THE CHART BELOW:

Our sustainable governance structure begins at the very top. Our Board of Directors provides key leadership, guidance and diverse energy industry and business expertise as it oversees executive management’s development of the company’s ESG philosophy and practices. Our CEO and executive management engage with management and business segment leaders to implement our sustainability strategy.

ONEOK’s vice president of environment, safety and health is a member of both our Environmental, Safety and Health (“ESH”) Leadership Committee and ESG Council and engages with the Board on sustainability, environmental, safety and health topics. Communication and engagement include attendance and participation at various Board and Committee meetings, regular informational updates and, beginning in 2022, a goal to conduct a biannual examination of the company’s ESG practices, performance, risks and opportunities for Board and Committee oversight purposes.

CORPORATE SUSTAINABILITY

We have an ESH Leadership Committee that provides vision, leadership, direction and oversight for our ESG practices and ESH programs, processes and management systems. This committee consists of senior leadership representatives and has several responsibilities including:

		✓		Providing regular communication to executive management and our Board of Directors on ESH and Sustainability/ESG matters;
		✓		Promoting and advocating expectations for ESH and ESG excellence across our organization;
		✓		Supporting broad communication of ESH and ESG policies, standards, goals and objectives and promoting their consistent application throughout our company; and
		✓		Overseeing the regulatory landscape with respect to changing ESH and ESG expectations and requirements.

In addition, we have an ESG Council (“Council”) with a goal to continuously improve ESG performance and provide meaningful disclosures. The Council, which ultimately reports to the ESH Leadership Committee, provides ONEOK with sustainability-focused vision, direction and oversight. Members include key leaders from various departments across the company including Operations, Human Resources, Legal, Commercial, Corporate ESH, Government Affairs, Accounting, Investor Relations and Communications.

We also have a sustainability group within our ESH organization focusing on the challenges and opportunities our industry is facing regarding sustainability. The group takes a proactive approach to promoting sustainable ESH and ESG practices and awareness in our business planning and operational processes through the following:

		✓		Identifying opportunities to reduce company greenhouse gas (“GHG”) emissions;
		✓		Evaluating opportunities to improve conservation and recycling programs;
		✓		Increasing stakeholder outreach;
		✓		Documenting environmental achievements; and
		✓		Further engaging employees in our ESH and ESG sustainability initiatives.

Our employees carry out the company’s business and ESG practices while serving as points of contact for key company stakeholders.

We have a Climate Disclosure Steering Committee that provides leadership and direction for efforts underway to proactively evaluate the requirements of the proposed SEC Climate Disclosure Rule. This committee consists of key leaders from various departments across the company and is focused on the following objectives:

		✓		Working cross-functionally to evaluate the requirements of the proposed SEC Climate Disclosure Rule;
		✓		Assessing and regularly enhancing our current climate disclosures;
		✓		Evaluating and refining controls and procedures with respect to our climate-related metrics; and
		✓		Engaging and communicating with executive management and our Board of Directors on matters related to the proposed SEC Climate Disclosure Rule.

In addition, we have a Climate Disclosure Working Group that meets monthly and consists of leaders from Operations, Legal, Sustainability, Accounting, Investor Relations and Internal Audit. The Climate Disclosure Working Group is focused on carrying out the objective of compliance with the final SEC Climate Disclosure Rule, at the direction of the Climate Disclosure Steering Committee.

ESG INDEX INCLUSIONS

Our continued efforts in sustainable ESG practices have been recognized and led to our inclusion in more than 40 ESG-related indices.

CORPORATE SUSTAINABILITY

Our goal is to always operate our assets safely, efficiently and in an environmentally responsible manner. As our business grows, we remain committed to our ONEOK values and keeping our focus in the right place—on our employees and our mission to deliver energy products and services vital to an advancing world.

We are committed to pursuing a zero-incident culture by continuously working toward mitigating risk and eliminating incidents that may harm our employees, contractors, the public and the environment. To meet corporate and operating ESH expectations, all of our leadership, employees and contractors must demonstrate a commitment to the following:

		✓		The responsibility and ability to control operating exposures that may cause an incident, even if it means stopping work;
		✓		Personal involvement and commitment to ESH management and compliance;
		✓		The responsibility to report, or elevate to the proper level in the organization, potential ESH compliance risks, incidents and near misses;
		✓		Understanding that protection of human health, safety and the environment is a top priority, no matter how urgent the job, project or commercial interests;
		✓		Being responsible and accountable for understanding and complying with all laws, regulations, permits, requirements and procedures related to their roles and responsibilities, including those associated with ESH; and
		✓		The execution and implementation of our sustainability efforts.

ENVIRONMENT

We continue our focus on appropriate environmental sustainability initiatives while operating our assets safely and reliably. We work to minimize the environmental impact of our services while continuously searching for new ways to meet stakeholder expectations for environmental stewardship. Our environmental efforts focus on minimizing the impact of our operations on the environment. These actions include:

		✓		Developing and maintaining an accurate GHG emissions inventory according to current rules issued by the Environmental Protection Agency;
		✓		Improving the safety, reliability and efficiency of our various pipelines, natural gas processing facilities and NGL fractionation facilities, all of which can minimize releases, emissions and other environmental impacts;
		✓		Evaluating developing technologies to minimize and mitigate environmental impacts from our operations;
		✓		Reviewing renewable energy use opportunities;
		✓		Implementing energy efficiency programs; and
		✓		Recycling and minimizing waste.

Operating our businesses to meet the environmental expectations of each of our key stakeholders, including regulatory agencies, the communities in which we operate, landowners, customers, employees and investors, continues to be the goal we strive for in our day-to-day operations.

CORPORATE SUSTAINABILITY

GREENHOUSE GAS EMISSIONS

We are committed to understanding and managing our emissions and seeking ways to improve energy efficiency in our operations. We monitor emissions, undertake projects to manage operating emissions and apply innovative technologies to improve our energy efficiency. Combustion from natural gas compressor engines and process heaters, fugitive emissions from our operating equipment and other processes common to natural gas systems, are the primary sources of GHG emissions at our facilities.

As a midstream service provider, we gather, process, fractionate, transport and store hydrocarbon products for many customers. We deliver these products to the market, and they are eventually delivered to consumers. Emissions from these activities and sources, including fugitive emissions, compressor engine, heater and reboiler exhaust stacks, pressure relief stacks, dehydrator vents and storage tanks are referred to as Scope 1 emissions. Emissions that are attributable to electricity consumption are referred to as Scope 2 emissions. Reported emissions that result from our customers’ combustion or oxidation of NGL products produced from our fractionation facilities are referred to as Scope 3 emissions. There are several methodologies for calculating and determining GHG emissions, and we may in certain instances use and/or disclose different calculations to respond to different stakeholder needs or expectations. However, our primary guidance for calculating our emissions figures at present is the EPA reporting requirements.

Federal GHG emission regulations require annual reporting of emissions from several source categories. To see annual GHG emissions as reported to EPA, total Scope 1, Scope 2 and Scope 3 emissions, please review our ESG Data Sheet on our website at www.oneok.com, the contents of which are expressly not incorporated herein by this reference.

GREENHOUSE GAS EMISSIONS REDUCTION TARGET AND UPDATE ON PROGRESS

In September 2021, we announced a companywide GHG emission reduction target. ONEOK expects to achieve an absolute 2.2 million metric ton (“MMT”) reduction of its combined Scope 1 and Scope 2 emissions by 2030, compared with 2019 base-year levels. ONEOK’s 2030 target further enhances the company’s dedication to emissions reductions through industry relationships, improved management practices, the use of technology to detect and minimize emissions and internally set environmental targets.

TOTAL 2019 SCOPE 1 & 2 EMISSIONS (MMT CO₂e)

¹ ONEOK is targeting an absolute 30% reduction, or 2.2 million metric tons (MMT), of combined Scope 1 and Scope 2 emissions by 2030, compared with 2019 base-year levels. NOTE: Scope 1 emissions are defined as emissions that result directly from operations. Scope 2 emissions are defined as indirect emissions that occur from the consumption of energy generated by other entities, such as a utility.

EMISSIONS REDUCTION OPPORTUNITIES

Electrification of Natural Gas Compression Assets		Methane Mitigation through Best Management Practices		System Optimizations		Collaborating with Utility Providers to Increase the Availability of Lower-Carbon Power Options

CORPORATE SUSTAINABILITY

PROGRESS UPDATE

We have achieved reductions totaling approximately 0.5 million metric tons of the targeted 2.2 million metric tons of carbon dioxide equivalents, primarily as a result of methane emissions mitigation, system optimizations, electrification of certain natural gas compression equipment and lower carbon-based electricity in states in which we operate. GHG emission reductions as reported may be modified, updated, changed or supplemented based on available information. For the years ended December 31, 2022, 2021 and 2020, we did not have any dedicated capital expenditures specifically for climate-related projects, nor did we purchase or sell carbon credits or offsets. Progress to date on our goal has been accomplished through routine capital-growth projects and asset optimizations that were primarily performed for operational improvements that inherently improved our emissions profile. We continue to anticipate several potential pathways toward achieving our emissions reduction target. In 2023, we anticipate reduction in our emissions to be primarily a result of improved methane management practices and system optimization that will not require material capital expenditures.

ONEOK participated in the EPA’s Natural Gas STAR Program for more than 20 years and is now a legacy natural gas partner as the program ended in late 2022. We currently participate in Our Nation’s Energy (ONE) Future Coalition to voluntarily report methane emission reductions and to calculate our methane intensity. We continue to focus on maintaining low methane gas release rates through expanded implementation of improved practices to limit the release of natural gas during pipeline and facility maintenance and operations.

In 2022, additional efforts related to emissions reductions included:

		✓		Expansion of our natural gas gathering and processing (“NGGP”) and NGL infrastructure in the Williston Basin, which led to a significant reduction of flared gas by customers. Information prepared by the North Dakota Industrial Commission shows that North Dakota reached a natural gas capture rate of 94% in 2022. These capture rates are partially related to infrastructure investments made by the company to serve the increased volume levels produced by drilling and completion activity in recent years;
		✓		Using vapor-recovery units and combustors to capture or combust natural gas that otherwise would be vented;
		✓		Installing compression-optimization tools on certain transmission pipelines, which has decreased emissions;
		✓		Using “hot taps” when practical, instead of venting/flaring of pipeline segments when making connections;
		✓		Reducing pressures on compressors and pipelines prior to venting to conserve natural gas and reduce emissions when taking assets offline for maintenance or other reasons; and
		✓		Implementing rigorous and regular leak-inspection programs.

ESG PERFORMANCE DISCLOSURES

Our Board of Directors and executive management team evaluate climate-related risks and opportunities in connection with corporate strategic planning, including discussions related to reducing emissions and energy transition and transformation.

ONEOK’s Board of Directors is involved in our company’s ERM process that encompasses the identification and assessment of a broad range of risks and the development of plans to mitigate these risks. Such risks generally relate to strategic, operational, financial, regulatory compliance, climate-related considerations, ESG, cybersecurity and human capital management aspects of our business.

To help guide ONEOK’s ESG performance disclosures, the Company references several recognized reporting standards and frameworks, including the Sustainability Accounting Standards Board (“SASB”) and Global Reporting Initiative (“GRI”) standards for voluntary ESG reporting and Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations for voluntary disclosure of climate risks and opportunities.

For SASB reporting, ONEOK references the Extractives and Minerals Processing Sector - Oil and Gas Midstream (EM-MD, Version 2018-10) standard.

For GRI reporting, ONEOK references GRI 1: Foundation 2021 (available as of October 5, 2021) and GRI 11: Oil and Gas Sector Standard 2021.

TCFD provides companies with a voluntary framework for climate-related assessment and reporting. Framework recommendations outline four core reporting elements: Strategy, Governance, Risk Management and Metrics and Targets.

We are in the process of evaluating climate change scenario analyses to identify risks and opportunities aligning with the expectations of TCFD.

For more information about ONEOK’s ESG Performance Data and the location of current disclosures that align with SASB, GRI and TCFD, please review pages 64-81 of our 2021-2022 Corporate Sustainability Report, on our website at www.oneok.com, the contents of which are expressly not incorporated herein by this reference.

CORPORATE SUSTAINABILITY

SHORT-TERM INCENTIVE ENVIRONMENTAL METRIC

We established an internal environmental performance metric in 2014 that became a part of the short-term incentive plan performance criteria for all our employees. Our Agency Reportable Environmental Event Rate (“AREER”) is defined as the total number of releases and excess emission events that trigger a federal, state or local environmental reporting requirement (with some exceptions to account for events outside our control, planned maintenance and disparities in reporting requirements across our operations) per 200,000 work-hours. This metric promotes a continued reduction in spills and emission events that are reportable to a state or federal agency. Since the implementation of the AREER metric in 2014, we have seen substantial reductions overall in our rate of reportable environmental events. In 2022, we set an AREER target of 0.40 and achieved a result of 0.45, which was 43.8% lower (better) than 2021’s AREER result of 0.80. This was due to a decrease in AREER events during 2022 and represents our second best AREER performance since the establishment of this metric.

The long-term sustainability of our business is dependent on our continued ability to maintain a highly engaged workforce. To accomplish this, our business strategy includes attracting, selecting and retaining talent, advancing an inclusive, diverse and engaged culture and developing individuals and leaders.

In 2021, we conducted our first annual employee engagement survey using Gallup Inc.’s Q12 methodology. All leaders were asked to review their results with their teams and create an action plan specific to enhancing their employees’ engagement in 2022. In 2022, the annual employee engagement participation rate increased to 90% compared with 80% in 2021. The overall engagement mean went from under the 40th percentile to above the 50th percentile. We showed improvement on all survey questions. The ratio of engaged employees to actively disengaged more than doubled. All leaders have been asked to discuss the 2022 survey results with their teams and create an engagement action plan for 2023. Training and support resources are also available through our learning management system, the Gallup Engagement Portal and dedicated individuals within our human resources department.

HUMAN CAPITAL MANAGEMENT OVERSIGHT

Our Board of Directors provides key leadership, guidance and diverse energy industry and business expertise as it oversees executive management’s development of the company’s Human Capital Management practices.

Our CEO, executive management and others engage with the Board on the company’s Human Capital Management practices. Communication and engagement include attendance and participation at Board and Committee meetings, regular informational updates and, beginning in 2022, a goal to conduct a biannual examination of the company’s Human Capital Management practices, performance, risks and opportunities for Board and Committee oversight purposes.

HUMAN CAPITAL RESOURCES, MEASURES AND OBJECTIVES

As of December 31, 2022, we had 2,975 employees. Listed below is a summary of our human capital resources, measures and objectives that are collectively important to our success as an organization.

Values – Our success relies on the skills, experience and dedication of our employees. We are committed to cultivating an inclusive and dynamic work environment where talented people can find opportunities to succeed, grow and contribute to the success of the company. Our employees work each day to provide safe and reliable services to a wide range of customers in the states where we operate. Our core values, listed below, guide the way in which our employees conduct our business and operations.

CORPORATE SUSTAINABILITY

Diversity and Inclusion - Our diversity and inclusion (D&I) strategy is a cross-functional effort that draws upon contributions from employees at all levels of the organization and is focused on enhancing the workplace to attract and retain talent. The strategy is guided by a D&I Council composed of a diverse group of employees who represent different demographics, work locations, points of view, roles and levels of seniority. We also have a team within our human resources department that is wholly dedicated to supporting our D&I efforts.

In 2022, we provided funding and support for five legacy employee-led business resource groups (BRGs): a Black/African American Resource Group (BAARG); an Indigenous/Native American Resource Group (INRG); a Latinx/Hispanic American Resource Group (LXHA); a Veterans Resource Group; and a Women’s Resource Group. In addition, a new LGBTQ+ (Lesbian, Gay, Bisexual, Transgender, Queer and others) BRG was added in 2022. Each BRG’s purpose is to promote the attraction, development, motivation and retention of members of traditionally underrepresented groups in our industry and workplace in an effort to drive positive business outcomes. A key factor in the success of our BRGs is the active participation by officer-level executive sponsors and allies from outside the BRG’s underrepresented populations. All employees are invited to become a supporter of one or more of our BRGs.

In early 2023, we introduced a Racial Inclusion Collective Resource Group that combines our legacy race- and ethnicity-focused BRGs, along with new resources and support for our Asian-American and Pacific Islander employees and allies, into a single organization to facilitate collaboration on topics relevant to all groups while reserving opportunities for more identity-focused programming where appropriate.

We embed D&I concepts into our core leadership development curriculum and sponsor a number of internal programs intended to promote D&I. In addition, we seek to give back to the communities where we operate by partnering on initiatives to support underrepresented community members and local charitable organizations.

Employee Safety - The safety of our employees is critical to our operations and success. By promoting the safety of our employees and monitoring the integrity of our assets, we are investing in the long-term sustainability of our businesses. We continuously assess the risks our employees face in their jobs, and we work to mitigate those risks through training, appropriate engineering controls, work procedures and other preventive safety programs. Reducing incidents and improving our personal safety incident rates are important, but we are not focused only on statistics. Low personal safety incident rates alone cannot prevent a large-scale incident, which is why we continue to focus on enhancing our Environmental, Safety and Health management systems and process safety programs, such as key risk/key control identification and knowledge sharing. We endeavor to operate our assets safely, reliably and in an environmentally responsible manner. We maintain mature and robust programs that guide trained staff in the completion of these activities, and we continue to enhance and improve these programs and our internal capabilities. We successfully implemented our return to office plan in early 2022, and we have continued to take safety precautions for our employees who work in the field or report to a ONEOK facility.

Health and Welfare - We provide a variety of benefits to help promote the health and welfare of our employees and their families. These benefits include medical, dental and vision plans, virtual health visits and engagement of third-party service providers to offer company on-site and near-site clinics in several of our operating areas. Eligible employees also have access, at no charge, to an employee assistance program, a medical second opinion service and a health care concierge service to assist with finding in-network providers and billing resolution. We offer full pay for maternity, paternity or adoption leave of up to 240 hours per qualifying event. We also provide up to $10,000 for reasonable and necessary expenses of a qualifying adoption and/or surrogacy. Additional benefits provided for the welfare of our employees include, among others, life insurance and long-term disability plans, health and dependent care flexible spending accounts, fertility benefits, disease prevention and management programs and full pay while on bereavement, military or personal and family care leave.

We also provide the opportunity for our employees to help fellow employees through the ONE Trust Fund by contributing donated vacation hours or monetary donations. The ONE Trust Fund is a nonprofit, charitable organization run entirely by employee volunteers, that serves our employees in times of personal crises due to natural disasters, medical emergencies or other hardships.

Personal and Professional Development - We provide various options to assist with career growth and development. For employees just entering the workforce who desire to advance their career and continue to learn or for the professional who is interested in developing their skills, we provide education and training in a variety of areas, including leadership, functional and industry-specific topics, professional development and skill-building opportunities. Our organizational development and D&I teams provide live in-person and virtual classroom training, computer-based self-study and one-on-one coaching that is available to all employees.

We value education and assist eligible employees with the expense of furthering their education in job-related fields, including up to $5,000 per year in qualifying tuition expenses. We also may reimburse employees for certain job-related professional certification examination fees.

Recruiting - We make it a priority to attract, select, develop, motivate, challenge and retain the talent necessary to support our key business strategies. We use targeted recruitment events, maintain strong relationships with area technical schools, colleges and universities, and we offer compensation benefits and career opportunities that are designed to position us as an employer of choice. D&I continues to be a priority in recruiting, and we deploy sourcing strategies designed to access talent from groups that are historically underrepresented in our industry and workplace.

Retirement - We maintain a 401(k) Plan for our employees and match 100% of employee contributions up to 6% of eligible compensation each payroll period, subject to applicable tax limits. We also have a defined benefit pension plan covering certain employees and former employees, which closed to new participants in 2005. Employees that do not participate in our defined benefit pension plan are eligible to receive quarterly and annual profit-sharing contributions under our 401(k) Plan. As of December 31, 2022, 95% of eligible employees were contributing to our 401(k) Plan. For additional information about our retirement benefits, see Note L of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

CORPORATE SUSTAINABILITY

WORKFORCE DATA

EEO-1 Data – You may access our most recent EEO-1 Employer Information Report, as filed with the Equal Employment Opportunity Commission, at www.oneok.com/sustainability/social/workforce/employee-data, the contents of which are expressly not incorporated herein by this reference.

ONEOK Leadership		ONEOK Workforce
ONEOK Hiring Data		2022 Workforce by Age

¹ External hires employment reflects start date during calendar year.

² Internal hires and total offers accepted reflect date job posting closed.

CORPORATE SUSTAINABILITY

We value being a good corporate citizen and are committed to fostering partnerships between our company, employees and the community. We seek to give back through building partnerships with community organizations and key stakeholders that address local needs and provide resources for all to benefit. Providing community investments, programs and opportunities that encourage and support engagement create shared value by connecting the success of business with societal progress.

We strategically invest in charitable organizations and causes that align with our company’s values, as well as meet community needs by providing valuable services and resources. Through financial contributions and volunteer service, our goal is to enhance the quality of life and economic well-being of our communities while creating a positive environment in which to do business. The ONEOK Foundation enables a consistent level of giving through grants and pledges to non-profit organizations, and ONEOK provides corporate contributions, generally in the form of sponsorships, in support of charitable organizations and events.

We encourage employees to volunteer for company-sponsored projects or serve, using personal time, for charitable or civic boards and organizations. Our Employee/Director/Retiree Matching Grant program and volunteer service grants further support those efforts.

2022 COMMUNITY INVESTMENTS HIGHLIGHTS

Oversight of our lobbying and political activities is conducted by our Board and our Corporate Governance Committee. We believe this oversight process facilitates accountability and transparency for our lobbying and political activities.

As a company, we generally do not make corporate contributions to (1) political candidates, parties, committees or campaigns, or (2) 501(c) (4) organizations formed for political purposes. We have made such contributions in the past, but they were very infrequent and for immaterial amounts. We have no current intention of making such contributions in the future, and any decision to do so would be subject to annual review by the Corporate Governance Committee of our Board of Directors. In addition, in most circumstances we will not make contributions designed to influence the outcome of ballot measures. However, we have in the past, and may in the future, support or oppose specific ballot measures that could impact our company, its employees, assets or operations. In the event we decide to support or oppose a particular ballot measure, we will provide the appropriate disclosure of such support or opposition, including any corporate funds expended for that purpose.

We do, however, actively participate in the political process through the lobbying efforts of our government relations department and involvement in multiple business and industry trade organizations.

Our government relations team works with state and federal legislators to ensure ONEOK’s inclusion in key legislative issues that affect the company’s ability to operate. We also work with state and federal regulatory authorities on issues that arise with company filings with those authorities. In 2022, we monitored legislation on a variety of issues that could impact our businesses, including natural gas flaring, pipeline safety, local control, eminent domain, permitting reform, infrastructure and operation security and disaster-response efficiency, state and federal tax issues and reclamation and restoration of pipeline rights of way. During 2022, we also paid $133,533 for state and federal lobbying activities. We belong to several industry associations that participate in the political process. These associations promote collaboration between companies within an industry concerning public policy initiatives and represent industry interests in the legislative and regulatory arenas. Our primary purpose in becoming a member of these industry associations is not for political purposes, as we may not agree with all positions taken by industry associations on issues. The benefits that we receive from industry associations are primarily expertise and the ability to gain insight on industry related matters. In 2022, we paid dues of $1,161,307 to 59 trade and industry-related associations, of which 11% was allocated by those associations to lobby expenses and political expenditures.

CORPORATE SUSTAINABILITY

ONEOK, INC. POLITICAL ACTION COMMITTEE

Political contributions to federal, state and local candidates are made by the ONEOK, Inc. Political Action Committee (“ONEOK PAC”), which is entirely funded by voluntary contributions from eligible company employees. The ONEOK PAC’s activities are guided by a steering committee composed of members of senior management and a contribution committee composed of ONEOK PAC members and are subject to comprehensive regulation, including detailed disclosure requirements. ONEOK PAC contributions are reported to the Federal Election Commission and applicable state regulatory authorities. During 2022, the ONEOK PAC made contributions to state and federal candidates for office in the amount of $170,150.

		ONEOK routinely engages with our shareholders and others to better understand their views on ESG matters, carefully considering the feedback we receive and acting when appropriate.

PROPOSAL 1:

ELECTION OF DIRECTORS

BOARD REFRESHMENT

Our Board recognizes the importance of Board refreshment to help ensure an appropriate balance of experience, expertise and perspective on our Board.

Your Board of Directors believes that the current membership reflects a diverse Board with deep experience and expertise.

Two of our Board members plan to retire immediately prior to our 2024 annual meeting of shareholders.

As a result, our Corporate Governance Committee and Board have been actively engaged in Board recruitment activities, and such topic has been discussed at seven Board and/or Committee meetings during 2022.

Attributes important in consideration of potential director candidates include, among others:

Board recruitment activities included, but were not limited to:

Our Board expects to appoint one or more new Board members at some time prior to our 2024 annual meeting of shareholders.

ANNUAL ELECTION BY MAJORITY VOTE

Our certificate of incorporation provides for the annual election of directors. Accordingly, the 10 current members of our Board of Directors named in this proxy statement will stand for election at the annual meeting.

As more fully described in “Outstanding Stock and Voting—Votes Required—Proposal 1—Election of Directors,” our By-laws provide for majority voting for directors in uncontested elections and our Corporate Governance Guidelines require that a nominee for director who does not receive the requisite majority vote in an uncontested election must promptly tender his or her resignation to our Board of Directors for its consideration.

The persons named in the accompanying proxy card intend to vote such proxy in favor of the election of each of the nominees named below, who are all currently directors, unless the proxy provides for a vote against the director. Although the Board has no reason to believe that the nominees will be unable to serve as directors, if a nominee withdraws or otherwise becomes unavailable to serve, the persons named as proxies will vote for any substitute nominee designated by the Board, unless contrary instructions are given on the proxy. Except for these nominees, no other person has been recommended to our Board as a potential nominee or otherwise nominated for election as a director.

PROPOSAL 1 – ELECTION OF DIRECTORS

BOARD QUALIFICATIONS

Our Corporate Governance Guidelines provide that our Corporate Governance Committee will evaluate the qualifications of each director candidate and assess the appropriate mix of skills and characteristics required of Board members in the context of the perceived needs of the Board at a given point in time. Each director also is expected to:

DIRECTOR DIVERSITY AND CORE COMPETENCIES

Our Corporate Governance Guidelines provide that, in nominating candidates, the Board will seek to establish director diversity over time across the dimensions of personal background, race and ethnicity, gender, age, nationality and/or other measures of diversity, and to maintain a total mix of viewpoints and experience that includes, but is not limited to, the following areas of core competency: accounting and finance; investment banking; business judgment; management; energy industry knowledge; operations; crisis response; international business; leadership; strategic vision; law; and corporate relations.

Demographic Background (as of May 24, 2023)
BOARD TENURE (YEARS)		7		17		4		7		11		16		21		1		19		4
AGE (YEARS)		71		64		65		65		74		74		65		63		67		72
GENDER (MALE/FEMALE)		M		F		M		M		M		M		F		M		M		M
Race/Ethnicity
HISPANIC/LATINO																		◆
AFRICAN AMERICAN/BLACK																				◆
CAUCASIAN/WHITE		◆		◆		◆		◆		◆		◆		◆		◆

PROPOSAL 1 – ELECTION OF DIRECTORS

SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

This table provides a summary view of the qualifications and attributes of each director nominee.

ACCOUNTING/AUDITING We operate in complex financial and regulatory environment with significant disclosure requirements and detailed business processes and internal controls.

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BUSINESS OPERATIONS We have significant operations focused on natural gas and natural gas liquids gathering, processing, fractionation, storage and transportation.

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CAPITAL MANAGEMENT We allocate capital in various ways to run our operations, grow our business and return value to shareholders.

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CORPORATE GOVERNANCE LEADERSHIP As a public company, we expect effective oversight and transparency, and our stakeholders demand it.

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FINANCIAL EXPERTISE/LITERACY Our business involves complex financial transactions and reporting requirements.

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INDEPENDENCE Independent directors have no material relationships with us and are essential in providing effective and unbiased oversight.

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INDUSTRY EXPERIENCE Experience in the oil and gas midstream industry provides a relevant understanding of our business and strategy.

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CAPITAL MARKETS Our business is capital intensive and requires access to capital and credit markets in order to grow our business.

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PUBLIC COMPANY EXECUTIVE EXPERIENCE Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity.

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RECENT PUBLIC COMPANY BOARD EXPERIENCE We value individuals who understand public company reporting responsibilities and have experience with the issues commonly faced by public companies.

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REGULATORY/RISK MANAGEMENT A complex regulatory and risk environment requires us to develop policies and procedures that effectively manage compliance and risk.

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