Williams : 2024 Williams Proxy Statement

2024 Proxy

Statement

Vision

As the world demands reliable, low-cost,low-carbon energy, Williams will be there with the best transport, storage and delivery solutions. We make clean energy happen by being the best-in-class operator of the critical infrastructure that supports a clean energy future.

Mission

Williams is committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy.

At Williams, We Are

Authentic	Safety Driven	Reliable	Responsible
		Performers	Stewards

Chair and CEO Letter

MARCH 20, 2024

Dear Fellow

Williams Stockholder,

We are extremely proud of the company's exceptional track record of safely, reliably and responsibly delivering natural gas, which has become an essential element in keeping America's economy strong, our lights on and our homes warm. Every day, our growing, large-scale pipeline network moves a third of the nation's natural gas to where it's needed most as we continue to develop infrastructure to keep up with the fast-growing demand for low-carbon and affordable energy solutions.

Our natural gas-focused strategy delivered excellent financial results in 2023 with contracted transmission capacity, gathering volumes and Adjusted EBITDA surpassing previous highs, once again demonstrating our ability to grow despite low natural gas prices. We maintained a strong balance sheet and returned $2.179 billion (without buybacks) in attractive dividends to shareholders while also executing on $130 million of opportunistic share buybacks within our repurchase program. Our latest increase in the dividend and expected five-year compounded annual growth rate of 6% places Williams at the top quartile within the S&P 500 - and worth noting that 2024 marks the 50th consecutive year of dividend payments.

Our continued strong financial performance speaks for itself, but we are even more excited about the future as we invest in high- return growth opportunities to serve America's growing demand for clean energy, while doubling down on our responsibilities as an energy industry leader. Most notably, we:

• Reported GAAP EPS growth of 60% in 2023 versus 2022 and delivered Adjusted EPS CAGR of 19% over the past five years, all while maintaining our strong credit metrics.
• Reached record gathering volumes and record gas transmission capacity, which grew 6% and 32% respectively.

• Advanced 10 FERC-regulated expansion projects through the permitting process and won contracts for the largest economic expansion ever on Transco, already the nation's largest gas transmission network.
• Integrated MountainWest Pipeline, adding approximately 8 billion cubic feet per day of transmission capacity, as well as storage, to our portfolio and enhancing access to the Rockies and West Coast markets.
• Acquired a strategically located natural gas storage portfolio on the Gulf Coast with 115 billion cubic feet of capacity and direct access to growing natural gas and LNG markets.
• Completed two strategic transactions that dramatically grew our position in the DJ Basin, consistent with the company's strategy of maintaining a top position in its areas of operation.
• Recognized by S&P Global, Sustainalytics, MSCI and Dow Jones Sustainability Index for our commitment to transparency, strong governance and environmental performance; achieved an upgraded 'A-' score on the 2023 CDP Climate Change Questionnaire, exceeding the sector and regional averages of a 'C'.

While proud of what we have accomplished, we know we have more to do as a midstream leader. Mark our words, we are committed to continually improving our understanding of the needs and priorities of the people who our business touches, including customers, employees and communities where we operate, and shareholders like you.

To that end, on behalf of Williams and the Board of Directors, we cordially invite you to our annual meeting of Stockholders on April 30, 2024, at 2 p.m. Central Daylight Time. During the virtual meeting where all are welcome, we'll cover the items of business described in the pages that follow as well as provide a company update and question-and-answer session. We thank you for your investment and support of Williams.

Sincerely,

Alan S. Armstrong	Stephen W. Bergstrom
Chief Executive Officer	Chairman of the Board

Notice of the 2024 Annual Meeting of Stockholders

Date & Time

Tuesday, April 30, 2024 at 2:00 p.m. CDT

Place & How to Attend

Agenda

PROPOSAL

BOARD PROPOSALS

BOARD RECOMMENDATION PAGE

This year's annual meeting of stockholders ("Annual Meeting") will be conducted online

1. Elect 12 Director Nominees for a

One-year Term.

FOR

10

via live, audio webcast at www.meetnow.global/MA5CYUJ. There will be no in-person meeting.

If you are (i) a stockholder of record or (ii) a beneficial holder who has obtained a control number from Computershare (each of (i) and

1. is a "Voting Eligible Party"), then select "Join Meeting Now," enter your control number located on the Notice of Internet Availability of Proxy Materials, your proxy card, or received from Computershare and enter your first and last name and your email address. If you are not a Voting Eligible Party, select "Guest," enter your first and last name, and enter your email address.

Record Date

March 7, 2024. Stockholders of record at the close of business on this date are entitled to receive notice of and to participate and vote at the Annual Meeting or any adjournments or postponements.

How to Vote

Approve, on an Advisory Basis, the

2. Compensation of our Named

Executive Officers.

Ratify the Selection of Ernst & Young LLP as the Company's Independent

3. Registered Public Accounting Firm for the Fiscal Year ending December 31, 2024.

Approve the Adoption of the Amended

and Restated Certificate of

4. Incorporation of The Williams

Companies, Inc. to Limit the Liability

of Certain Officers as Permitted by

Law.

STOCKHOLDER PROPOSAL

Vote on a Stockholder Proposal Requesting the Company Issue a Report Assessing Policy Options

5. Related to Venting and Flaring, if

Properly Presented at the Annual Meeting.

Transact such other business as may properly come before the Annual

6. Meeting or any adjournments or

postponements thereof.

each nominee

59

FOR

96

FOR

99

FOR

101

AGAINST

--

By Internet	By Mail
Vote via the Internet at	If you received a printed
www.envisionreports.	version of the proxy
com/wmb.	materials, mark, sign,
	date, and return the proxy
	card in the enclosed
	postage-paid envelope.

By Phone	Attend the	Scan QR Code
Call toll-free1-800-	Virtual Meeting	Scan the QR code on
652-VOTE (8683) in	Attend the virtual	your proxy card.
the United States, US
Annual Meeting
territories or
(steps above) and
Canada.
click on the "Vote" bar.

For further instructions on voting, please see the "Questions and Answers about the Annual Meeting and Voting" section of the proxy statement, refer to the Notice of Annual Meeting you received in the mail, or, if you received a printed version of the proxy materials by mail, refer to the enclosed proxy card. Please refer to the proxy statement for a detailed explanation of the matters being submitted to a vote of the stockholders.

By Order of the Board of Directors,

Robert E. Riley, Jr.

Vice President and Assistant General

Counsel - Corporate Secretary and

Corporate Strategic Development

March 20, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2024

We encourage you to access and review all of the important information contained in the proxy materials before voting. The Notice of Annual Meeting, 2024 proxy statement, and 2023 Annual Report, which includes a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2023 ("2023 Annual Report"), are available at www.edocumentview.com/wmb.

Williams Companies | 2024 Proxy Statement

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Table of Contents

EXECUTIVE SUMMARY

ELECTION OF DIRECTORS

Proposal 1:

Elect 12 Director Nominees for a One-year Term.

Director Nominee Skills, Experience, and Attributes

Director Independence

Director Compensation

CORPORATE GOVERNANCE

1	SECURITY OWNERSHIP OF CERTAIN	106
10	BENEFICIAL OWNERS AND MANAGEMENT
10	QUESTIONS AND ANSWERS ABOUT THE	108
11	ANNUAL MEETING AND VOTING
24	APPENDIX A:	A-1

25 NON-GAAP RECONCILIATIONS

28 APPENDIX B:B-1

Overview

28

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE WILLIAMS

Building an Effective Board

Creating an Effective Board Structure

Executing on Effective Corporate Governance

SPOTLIGHT ON CORPORATE

SUSTAINABILITY

EXECUTIVE COMPENSATION APPROVAL

Proposal 2:

Approve, on an Advisory Basis, the Compensation of our Named Executive Officers.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

AUDITOR APPROVAL

Proposal 3:

Ratify the Selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024.

CHARTER AMENDMENT

Proposal 4:

Approve the Adoption of the Amended and Restated Certificate of Incorporation of The Williams Companies, Inc., to Limit the Liability of Certain Officers as Permitted by Law.

1. COMPANIES, INC.

50

1. Environmental, Social and

1. Governance ("ESG") Topics

Board Diversity

3

60	Climate Commitment	51
	Code of Conduct for Suppliers	37

81 and Contractors

	Cybersecurity	47
96	Diversity and Inclusion	56
96	EEO-1 Survey Data	56
	Human Rights Policy and Statement	37
	Our Compensation Best Practices	8
99	Our Governance Best Practices	6
99	Political Advocacy and Contributions	46
	Stockholder Engagement	45
	Sustainability Report	58

STOCKHOLDER PROPOSAL	101
Proposal 5:	101

Vote on a Stockholder Proposal Requesting the Company Issue a Report Assessing Policy Options Related to Venting and Flaring, if Properly Presented at the Annual Meeting.

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EXECUTIVE SUMMARY

Our Company*

The Williams Companies, Inc. ("Williams") is an energy company committed to being the leader in providing the best transport, storage, and delivery solutions to reliably fuel the clean energy economy.

Handling ~one-third

of the natural gas in the United States, serving more than 700 customers.

Operating >33,000 miles

of pipeline in 24 states in 12 supply areas.

Running 35

natural gas processing facilities and 9 natural gas liquids ("NGLs")

NATURAL GAS GATHERING	NATURAL GAS
• Gather natural gas from producers'	PROCESSING
wells and move volumes to	• Process volumes to separate natural
processing.	gas from NGLs.
• Gas gathering capacity is 28.5 Bcf per	• Gas processing capacity is 8.3 Bcf/d.
day ("Bcf/d").

fractionation facilities.

Managing

405.4 Billion

NATURAL GAS TRANSMISSION AND STORAGE

• Move post-processed natural gas to growing demand centers, including operating Transco, the nation's largest natural gas transmission pipeline.
• Total gas transmission capacity is 32.3 million dekatherms per day.

NGL SERVICES

• Transport NGLs to fractionators to split out individual products, including ethane, propane, butanes, and natural gasoline.
• Move purity products to end-users via pipeline, truck or rail.

cubic feet ("Bcf")

of natural gas storage capacity and approximately 25 million barrels of NGL storage capacity.

GAS AND NGL MARKETING SERVICES

• Market gas and NGLs to a wide range of end-users primarily through transportation and storage agreements.
• Gas marketing footprint of over 7 Bcf/d; NGL marketing sales volume of 223 million barrels per day.

*Figures represent 100% capacity for operated assets, including those in which Williams has a share of ownership as of December 31, 2023 and include systems acquired on January 3, 2024.

Williams Companies | 2024 Proxy Statement	1

Our 2023 Financial Results

$3.273 billion

GAAP Net Income(1) up 60% vs. 2022

$6.779 billion

Non-GAAP Adjusted EBITDA(2) up 6% vs 2022

$2.68

GAAP Earnings Per Diluted Share(1) up 60% vs 2022

$1.91

Non-GAAP Adjusted Earnings Per Diluted Share(2) Up 5% vs 2022

$5.938 billion

Cash Flow From Operations Up 21% vs 2022

$5.213 billion

Available Funds From

Operations ("AFFO")

Up 6% vs 2022

2023 Company Highlights

Our strategy continues to involve four areas of focus: (1) maintaining financial strength and stability by delivering reliable earnings, durable cash flow, and a healthy balance sheet; (2) creating long-term stockholder value through a disciplined, returns-based approach to capital allocation; (3) driving growth by investing in high-return growth projects, emissions reduction projects, and renewables; and (4) operating sustainably including leveraging our irreplaceable natural gas infrastructure to help build a clean energy future. Below are select highlights from the execution of this strategy in 2023.

Financial Strength & Stability

• Protected long-term health of balance sheet and investment-grade rating.
• Ended the year with 3.58x leverage ratio.(3)

Focus on Long-Term Stockholder Value

• Returned value to stockholders through deleveraging, buybacks, and bolt-on expansions.
• Increased quarterly cash dividends in 2023 by 5.3%. Paid a dividend every quarter since 1974.
• Dividend Coverage Ratio (AFFO Basis) = 2.39x.

Position of Growth

• Increased gathering volumes by 6% and contracted transmission capacity by 32% from 2022.
• Closed the acquisition of MountainWest Pipeline Holdings Company adding nearly 2,000-miles of interstate natural gas pipeline systems primarily across Utah, Wyoming, and Colorado totaling about 8 Bcf/d of transmission capacity and adding 56 Bcf of storage capacity.
• Closed two transactions to position the company as the third largest gatherer in the DJ Basin.
• On Jan. 3, 2024, closed the acquisition of a portfolio of natural gas storage assets with total capacity of 115 Bcf connecting Transco to attractive markets, including LNG markets.

Sustainable Strategy

• Executed an agreement with a Southern Company Gas subsidiary to provide certified, low-emissions NextGen Gas over a 3-year period.
• Selected to participate in the Pacific Northwest Hydrogen and Appalachia Regional Clean Hydrogen Hubs by the United States Department of Energy ("DOE").
• Joined the Oil and Gas Methane Partnership 2.0 ("OGMP 2.0") Methane Initiative, a measurement-based international methane emissions reporting framework.
• Received funding from the DOE for a CO2 storage hub in collaboration with the University of Wyoming at our Echo Springs plant.
• Received an upgraded "A-" score on the 2023 CDP Climate Change Questionnaire.

(1)Net income amounts are from continuing operations attributable to The Williams Companies, Inc. available to common stockholders. Per share amounts are reported on a diluted basis.

(2)A reconciliation of all non-GAAP financial measures to their nearest GAAP comparable financial measures is included in Appendix A.

(3)Does not represent leverage ratios measured for the Williams credit agreement compliance or leverage ratios as calculated by major credit agencies.

2	Williams Companies | 2024 Proxy Statement