Williams Companies

On February 25, 2020, John E. Poarch, Senior Vice President, Project Execution of The Williams Companies, Inc. (the "Company"), submitted his resignation. His last day with the Company was February 28, 2020 . Mr. Poarch was a named executive officer of the Company for the year ending December 31, 2019. The Company and Mr. Poarch did not enter into, and accordingly no material grant or award was made under, any material compensatory plan, contract or arrangement.

On July 23, 2019, Ted T. Timmermans, the Vice President, Controller, and Chief Accounting Officer of The Williams Companies, Inc. (the “Company”) notified the Company of his intention to retire from the Company, effective January 15, 2020. On July 29, 2019, the Company announced that John D. Porter would assume the role of Vice President, Controller, and Chief Accounting Officer, effective January 1, 2020. Mr. Porter, 49, has served as the Company’s Vice President—Enterprise Financial Planning & Analysis and Investor Relations since May 2017. From 2013 to 2017, Mr.

In conjunction with the operational reorganization discussed in

On July 31, 2018, the Board of Directors (the “Board”) of The Williams Companies, Inc. (the “Company”) appointed Vicki L. Fuller to the Board, effective as of that date. Ms. Fuller will serve on the Audit and the Nominating and Governance Committees of the Board. In connection with Ms. Fuller’s appointment as a non-employee director, Ms. Fuller will receive the standard annual benefits paid to each non-employee director including: (i) $110,000 annual cash retainer; and (ii) $165,000 annual equity retainer in the form of restricted stock units issued pursuant to The Williams Companies, Inc. Amended and Restated 2007 Incentive Plan. The annual cash retainer is paid through quarterly cash payments. The annual equity retainer is deferred and will not be distributed until the director’s retirement from the Board. There are no arrangements or understandings between Ms.

On June 1, 2018, the Board of Directors (the “Board”) of The Williams Companies, Inc. (the “Company”) appointed Nancy K. Buese to the Board, effective June 4, 2018. Ms. Buese will serve on the Compensation and Management Development and the Environmental, Health and Safety Committees of the Board. In connection with Ms. Buese’s appointment as a non-employee director, Ms. Buese will receive the standard annual benefits paid to each non-employee director including: (i) $110,000 annual cash retainer; and (ii) $165,000 annual equity retainer in the form of restricted stock units issued pursuant to The Williams Companies, Inc. Amended and Restated 2007 Incentive Plan. The annual cash retainer is paid through quarterly cash payments. The annual equity retainer is deferred and will not be distributed until the director’s retirement from the Board.

On October 18, 2017, John D. Seldenrust, Senior Vice President – Engineering Services of The Williams Companies, Inc. and WPZ GP LLC, the general partner of Williams Partners L.P. (collectively “Williams”), notified Williams of his intent to retire effective December 31, 2017.

On August 28, 2017, The Williams Companies, Inc. (“Williams”) announced that John D. Chandler has been named Senior Vice President and Chief Financial Officer of Williams and WPZ GP LLC, the general partner of Williams Partners L.P. (“WPZ”), effective September 5, 2017. Mr. Chandler, age 47, has over 20 years of energy finance and leadership experience, most recently serving as Senior Vice President and Chief Financial Officer of Magellan GP, LLC, the general partner of Magellan Midstream Partners, LP from 2009 until his retirement in March 2014. From 2003 until 2009, he served as Senior Vice President and Chief Financial Officer for the general partner of Magellan Midstream Holdings, L.P. From 1992 until 2002, Mr. Chandler held various accounting and finance roles within Williams and MAPCO Inc., prior to its acquisition by Williams. In connection with his appointment, Mr.

On June 20, 2017, The Williams Companies, Inc. (“Williams”) announced that Rory L. Miller, its Senior Vice President, Atlantic-Gulf, intends to retire from Williams at the end of July 2017. Upon Mr. Miller’s retirement from Williams, he will resign as a director and Senior Vice President, Atlantic-Gulf of WPZ GP LLC (the “General Partner”), a wholly owned subsidiary of Williams and the general partner of Williams Partners L.P. (the “Partnership”). Mr. Miller’s retirement and resignation are not due to any disagreement with Williams, the General Partner, or the Partnership.

As announced on a Form 8-K filed with the Securities and Exchange Commission on December 16, 2016, The Williams Companies, Inc. (the “Company”) stated that Robert S. Purgason, former Senior Vice President – Access, would retire from the Company effective January 31, 2017. On March 21, 2017, the Company and Mr. Purgason entered into a Separation Agreement and General Release (the “Separation Agreement”). The Separation Agreement provides that in exchange for a full release of claims against the Company Mr. Purgason will receive benefits equivalent to those he would receive under the Company’s Executive Severance Pay Plan as described in the Company’s February 24, 2017 Form 8-K, plus $1,150,000. In addition, Mr. Purgason will receive a fiscal 2016 annual incentive plan (“AIP”) award determined in accordance with the terms of the AIP.

On March 9, 2017, The Williams Companies, Inc. (“Williams”) and Donald R. Chappel, its Senior Vice President and Chief Financial Officer, determined a plan for Mr. Chappel to retire from Williams, targeting late 2017. When Mr. Chappel retires from Williams, he will also resign as a Director and Chief Financial Officer of WPZ GP LLC (the “General Partner”), a wholly owned subsidiary of Williams and the general partner of Williams Partners L.P. (the “Partnership”). Mr. Chappel’s retirement is not due to any disagreement with Williams, the General Partner, or the Partnership. Williams is initiating a search process to identify Mr. Chappel’s successor, and Williams and Mr. Chappel are coordinating for a well-planned, smooth transition of responsibilities to Mr. Chappel’s successor.

The Williams Companies, Inc. (the “Company”), has entered into an arrangement with each of its named executive officers whereby if such officer’s employment with the Company involuntarily terminates (other than for cause) on or prior to December 31, 2018, such officer shall receive two times the officer’s annual base salary plus two times their annual target bonus, and other benefits provided under the Company’s Executive Severance Pay Plan, or shall receive otherwise equivalent benefits.

On February 14, 2017, The Williams Companies, Inc. (“Williams”) announced that Micheal G. Dunn has been named Executive Vice President and Chief Operating Officer of Williams and Williams Partners GP LLC, the general partner of Williams Partners L.P. (“WPZ”) effective as of February 27, 2017. Mr. Dunn, age 51, has over 25 years of energy industry leadership experience, most recently serving as President of Questar Pipeline and as Executive Vice President of Questar Corporation. Prior to joining Questar in 2015, Mr. Dunn served as President and Chief Executive Officer of PacifiCorp Energy since 2010, a subsidiary of Berkshire Hathaway Energy. In connection with his appointment, Mr. Dunn will receive an annual base salary of $600,000 and will be eligible for an award under the Williams annual incentive plan (“AIP Plan”), at a target of 90% of his annual base salary.

In its Current Report on Form 8-K filed December 14, 2016, The Williams Companies, Inc. (the “Company”) reported that they had not yet determined on which committees of the Company’s Board of Directors (the “Board”) directors Charles I. Cogut and Michael A. Creel would serve. The Company now amends the December 14th Form 8-K solely to report the appointment of Mr. Cogut to the Board’s Compensation and Management Development and Nominating and Governance Committees, and the appointment of Mr. Creel to the Company’s Safety Committee effective January 18, 2017.

On December 13, 2016, Robert S. Purgason, Senior Vice President – Access and The Williams Companies, Inc. determined a plan for Mr. Purgason’s retirement effective January 31, 2017.

On December 12, 2016, the Board of Directors of The Williams Companies, Inc. (the “Company”) appointed, effective immediately, two new independent directors to the Board: Charles I. (Casey) Cogut and Michael A. Creel. There are no arrangements or understandings between either of Messrs. Cogut and Creel and any other person in connection with their respective appointments to the Board. There are no transactions between either of Messrs. Cogut and Creel and the Company, or any of its subsidiaries, that are reportable under Item 404(a) of Regulation S-K. At the time of this Report, the Board had not yet determined on which committees Messrs. Cogut and Creel will serve. As non-employee directors, each of Messrs. Cogut and Creel will participate in the Company’s non-employee director compensation arrangements.

On October 3, 2016, Joseph R. Cleveland, John A. Hagg and Juanita H. Hinshaw each notified The Williams Companies, Inc. (the “Company”) that such director will not stand for re-election to the Board of Directors of the Company at the Company’s 2016 Annual Meeting to be held November 23, 2016. The decision by each of Ms. Hinshaw and Messrs. Cleveland and Hagg not to stand for re-election did not involve any disagreement on any matter relating to the Company, its operations, policies or practices. The Company and the Board of Directors are grateful to each of Ms. Hinshaw and Messrs. Cleveland and Hagg for their distinguished service. A copy of the press release announcing Ms. Hinshaw and Messrs. Cleveland and Hagg’s decisions not to stand for reelection to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On September 23, 2016, the Board of Directors (the “Board”) of The Williams Companies, Inc. (the “Company”) appointed, effectively immediately, two new independent directors to the Board: Stephen Chazen and Peter Ragauss. There are no arrangements or understandings between either of Messrs. Chazen and Ragauss and any other person in connection with their respective appointments to the Board. There are no transactions between either of Messrs. Chazen and Ragauss and the Company or any of its subsidiaries that are reportable under Item 404(a) of Regulation S-K. The Board appointed Mr. Chazen to the Nomination and Governance Committee. Mr. Chazen will serve with Stephen Bergstrom and Dr. Kathleen Cooper on the reconstituted Nomination and Governance Committee of which Mr. Bergstrom will serve as Chairman. The Board appointed Mr. Ragauss to the Audit Committee.

On August 28, 2016, the Board of Directors (the “Board”) of The Williams Companies, Inc. (the “Company”) increased its size from seven to ten directors and appointed, effectively immediately, three new independent directors to the Board: Stephen W. Bergstrom, Scott D. Sheffield and William H. Spence. There are no arrangements or understandings between any of Messrs. Bergstrom, Sheffield or Spence and any other person in connection with their respective appointments to the Board. There are no transactions between any of Messrs. Bergstrom, Sheffield or Spence and the Company or any of its subsidiaries that are reportable under Item 404(a) of Regulation S-K. The Board appointed Mr. Bergstrom to the Compensation Committee and the Nomination and Governance Committee, Mr. Sheffield to the Compensation Committee and the Safety Committee and Mr.

On July 14, 2016, the Compensation Committee of the Board of Directors (the “Board”) of The Williams Companies, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Executive Severance Pay Plan (the “Plan”) to expand eligibility under the Plan to include the Company’s officers who hold the title of Senior Vice President or above. Pursuant to the Plan, as amended by the Amendment, officers who hold the title of Senior Vice President or above, including the Company’s Named Executive Officers, will be eligible for a severance benefit between 1.5 times and 2 times their base salary and target annual bonus, as determined by the CEO in his sole and absolute discretion, provided, however that the receipt of any such severance benefit is absolutely discretionary and therefore there may be no severance benefit awarded to an eligible employee under the Plan.

(a) Effective on June 30, 2016, Ralph Izzo, Eric W. Mandelblatt, Keith A. Meister, Steven W. Nance, and Laura A. Sugg resigned from the Board of Directors (the “Board”) of The Williams Companies, Inc. (the “Company”). Recognizing that it is in the best interests of the Company’s stockholders and the Company to concentrate on the future, the Board has thoroughly evaluated the Company’s leadership structure and determined that Alan Armstrong is the right Chief Executive Officer for the Company as the Company works to continue enhancing stockholder value. Frank T. MacInnis, Mr. Izzo, Mr. Mandelblatt, Mr. Meister, Mr. Nance and Ms. Sugg disagreed with this strategic decision of the Board. Mr. Izzo, Mr. Mandelblatt, Mr. Meister, Mr. Nance and Ms. Sugg decided, in the best interest of stockholders, to resign from the Board. Each of Mr. Mandelblatt and Mr.