KINDER MORGAN, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below,Kinder Morgan, Inc. ("KMI") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting") onMay 12, 2021 . At the Annual Meeting, KMI stockholders approved, among other items, theKinder Morgan, Inc. 2021 Amended and Restated Stock Incentive Plan (the "2021 Stock Incentive Plan"). 2021 Stock Incentive Plan KMI's Board of Directors (the "Board") adopted the 2021 Stock Incentive Plan onJanuary 21, 2021 in order to amend and restate theKinder Morgan, Inc. 2015 Amended and Restated Stock Incentive Plan (the "2015 Stock Incentive Plan"), which was originally adopted by the Board as theKinder Morgan, Inc. 2011 Stock Incentive Plan, effectiveJanuary 1, 2011 , and amended and restated as ofJanuary 21, 2015 . The 2021 Stock Incentive Plan amends and restates the 2015 Stock Incentive Plan to, among other things, increase the maximum number of shares available for grant under the 2021 Stock Incentive Plan, extend the term of the plan toMay 12, 2031 (the plan was set to expire onMay 7, 2025 ), increase the limits on the awards that can be granted to an individual during a five-year period, and, for awards granted after the 2021 Stock Incentive Plan became effective, to change the treatment of awards upon a change in control of KMI. The effective date of the 2021 Stock Incentive Plan isMay 12, 2021 . The 2021 Stock Incentive Plan provides an additional 30,000,000 shares of common stock that may be issued as long-term incentive compensation to KMI's employees and consultants. Equity-based awards to employees will now be made from the 2021 Stock Incentive Plan. Equity-based awards previously granted under the 2015 Stock Incentive Plan will remain outstanding, and the terms of the 2021 Stock Incentive Plan will apply to such awards, except with respect to the impact of a change in control, which will be governed by the terms of award agreements governing such awards. A discussion of the 2021 Stock Incentive Plan is available under the heading "Item 2 - Approval of the 2021 Stock Incentive Plan" in KMI's proxy statement filed with theSecurities and Exchange Commission onApril 1, 2021 (the "Proxy Statement").
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, a total of 1,911,246,636 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 fifteen nominated directors to the Board; (2) approval of the 2021 Stock Incentive Plan; (3) ratification of the selection ofPricewaterhouseCoopers LLP as KMI's independent registered public accounting firm for 2021; and (4) the approval, on an advisory basis, of the compensation of KMI's named executive officers, as disclosed in the Proxy Statement. 2 --------------------------------------------------------------------------------
Proposal One - Election of Directors
KMI stockholders elected fifteen directors, each to serve until KMI's 2022 annual meeting or, if earlier, the election and qualification of his or her successor. Nominee For Against Abstain Broker Non-Votes Richard D. Kinder 1,514,154,479 89,481,593 2,536,338 305,074,225 Steven J. Kean 1,584,409,695 19,166,889 2,595,826 305,074,225 Kimberly A. Dang 1,571,480,515 32,128,697 2,563,197 305,074,225 Ted A. Gardner 1,364,089,947 239,301,285 2,781,177 305,074,225 Anthony W. Hall, Jr. 1,431,704,175 171,659,900 2,808,335 305,074,225 Gary L. Hultquist 1,575,071,764 28,323,086 2,777,560 305,074,225 Ronald L. Kuehn, Jr. 1,431,390,815 171,972,829 2,808,766 305,074,225 Deborah A. Macdonald 1,550,490,332 53,030,430 2,651,648 305,074,225 Michael C. Morgan 1,556,060,033 47,365,258 2,747,119 305,074,225 Arthur C. Reichstetter 1,577,245,583 26,099,933 2,826,894 305,074,225 C. Park Shaper 1,468,841,015 134,423,483 2,907,912 305,074,225 William A. Smith 1,572,626,699 30,725,109 2,820,602 305,074,225 Joel V. Staff 1,563,019,487 40,270,047 2,882,875 305,074,225 Robert F. Vagt 1,434,900,280 168,402,509 2,869,621 305,074,225 Perry M. Waughtal 1,576,764,951 26,557,866 2,849,593 305,074,225
Proposal Two - Approval of the 2021 Stock Incentive Plan
KMI stockholders approved the 2021 Stock Incentive Plan, as described above
under Item 5.02.
For Against Abstain Broker Non-Votes
1,521,572,045 79,782,687 4,817,677 305,074,225
Proposal Three - Ratification of Selection of
KMI stockholders ratified the selection of
For Against Abstain Broker Non-Votes
1,847,416,116 60,424,278 3,406,241 -
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.
For Against Abstain Broker Non-Votes
1,528,135,367 70,489,007 7,548,036 305,074,225
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S I G N A T U R EPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KINDER MORGAN, INC.
Dated: May 14, 2021 By: /s/ David P. Michels
David P. Michels
Vice President and Chief Financial Officer
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