Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 18, 2023, the Board of Directors (the “Board”) of Kinder Morgan, Inc. (“KMI”) approved, subject to approval by KMI’s stockholders, an amendment (the “Amendment”) to KMI’s Amended and Restated Certificate of Incorporation, to provide for exculpation of KMI officers as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware.
As described under Item 5.07 of this report, KMI’s stockholders approved the Amendment at KMI’s 2023 Annual Meeting of Stockholders held on May 10, 2023. The Amendment permits exculpation of certain officers in connection with direct claims brought by stockholders, including class actions, but does not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by KMI itself, or for derivative claims brought by stockholders in the name of KMI. In addition, the Amendment does not limit the liability of officers for any breach of the duty of loyalty to the corporation or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit. KMI filed the Amendment with the Secretary of State of the State of Delaware on May 10, 2023.
The foregoing description of the Amendment is a summary and is qualified by the full text of the Amendment, which is filed as Exhibit 3.1 to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
KMI held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 10, 2023. At the Annual Meeting, a total of 1,936,446,970 shares of KMI’s common stock entitled to vote were present or represented by proxy, constituting a quorum for the transaction of business.
At the Annual Meeting, KMI stockholders voted on the following proposals: (1) election of fourteen nominated directors to the Board; (2) approval of an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of KMI as permitted by recent amendments to the General Corporation Law of the State of Delaware; (3) ratification of the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2023; and (4) the approval, on an advisory basis, of the compensation of KMI’s named executive officers, as disclosed in the Proxy Statement.
Proposal One – Election of Directors
KMI stockholders elected fourteen directors, each to serve until KMI’s 2024 annual meeting or, if earlier, the election and qualification of his or her successor.
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Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
Richard D. Kinder | | 1,498,484,612 | | 124,126,567 | | 2,367,540 | | 311,468,250 |
Steven J. Kean | | 1,533,740,652 | | 87,916,046 | | 3,322,021 | | 311,468,250 |
Kimberly A. Dang | | 1,514,655,237 | | 107,795,217 | | 2,528,265 | | 311,468,250 |
Ted A. Gardner | | 1,113,065,729 | | 508,793,270 | | 3,119,719 | | 311,468,250 |
Anthony W. Hall, Jr. | | 1,477,779,785 | | 144,382,189 | | 2,816,744 | | 311,468,250 |
Gary L. Hultquist | | 1,515,650,647 | | 106,527,247 | | 2,800,825 | | 311,468,250 |
Ronald L. Kuehn, Jr. | | 1,338,474,592 | | 283,677,918 | | 2,826,209 | | 311,468,250 |
Deborah A. Macdonald | | 1,499,500,179 | | 122,874,187 | | 2,604,353 | | 311,468,250 |
Michael C. Morgan | | 1,494,096,518 | | 128,162,101 | | 2,720,100 | | 311,468,250 |
Arthur C. Reichstetter | | 1,519,799,405 | | 102,335,571 | | 2,843,743 | | 311,468,250 |
C. Park Shaper | | 1,518,637,519 | | 103,504,815 | | 2,836,385 | | 311,468,250 |
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William A. Smith | | 1,521,325,722 | | 100,832,436 | | 2,820,561 | | 311,468,250 |
Joel V. Staff | | 1,508,631,253 | | 113,497,807 | | 2,849,659 | | 311,468,250 |
Robert F. Vagt | | 1,146,500,559 | | 475,576,218 | | 2,901,942 | | 311,468,250 |
Proposal Two – Amendment to Amended and Restated Certificate of Incorporation
KMI stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of KMI as permitted by recent amendments to the General Corporation Law of the State of Delaware.
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For | | Against | | Abstain | | Broker Non-Votes |
1,443,597,184 | | 176,224,704 | | 5,156,830 | | 311,468,250 |
Proposal Three – Ratification of Selection of PricewaterhouseCoopers LLP
KMI stockholders ratified the selection of PricewaterhouseCoopers LLP as KMI’s independent registered public accounting firm for 2023.
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For | | Against | | Abstain | | Broker Non-Votes |
1,874,380,800 | | 58,356,786 | | 3,709,383 | | — |
Proposal Four – Advisory Vote on Executive Compensation
KMI stockholders approved, on an advisory basis, the compensation of KMI’s named executive officers, as disclosed in the Proxy Statement.
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For | | Against | | Abstain | | Broker Non-Votes |
1,521,685,589 | | 95,593,717 | | 7,698,954 | | 311,468,250 |