---
schema_version: "secwatch.filing_event.v1"
accession: "0001506307-23-000044"
form_type: "8-K"
ticker: "KMI"
cik: "0001506307"
company_name: "KINDER MORGAN, INC."
filed_at: "2023-05-16T23:59:59+00:00"
generated_at: "2026-06-14T23:35:28.187439+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Kinder Morgan shareholders approve officer exculpation amendment at 2023 annual meeting

## Summary
- 14 directors elected; Richard Kinder received ~1.50B for, ~124M against.
- Officer liability amendment approved with ~1.44B for, ~176M against.
- PwC ratified as 2023 auditor with ~1.87B for.
- Advisory say-on-pay approved with ~1.52B for, ~95.6M against.

## SEC filing metadata
- accession: 0001506307-23-000044
- form_type: 8-K
- ticker: KMI
- cik: 0001506307
- company_name: KINDER MORGAN, INC.
- filed_at: 2023-05-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1506307/000150630723000044/0001506307-23-000044-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1506307/000150630723000044/kmi-20230510.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001506307-23-000044
- JSON: https://secwatch.observer/filing/0001506307-23-000044.json
- Plain text: https://secwatch.observer/filing/0001506307-23-000044.txt

## Key facts
- Governance Changes
  KINDER MORGAN, INC.: Amendment to certificate of incorporation to provide for exculpation of officers as permitted by Delaware law (effective 2023-05-10).
  - Change: charter amendment
  - Effective: 2023-05-10
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1506307/000150630723000044/0001506307-23-000044-index.htm
- Shareholder Votes
  KINDER MORGAN, INC. shareholders approved 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 at the 2023-05-10 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1506307/000150630723000044/0001506307-23-000044-index.htm
- Shareholder Votes
  KINDER MORGAN, INC. shareholders approved Ratification of the selection of PricewaterhouseCoopers LLP as KMI's independent registered public accounting firm for 2023 at the 2023-05-10 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: KMI stockholders ratified the selection of PricewaterhouseCoopers LLP as KMI's independent registered public accounting firm for 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1506307/000150630723000044/0001506307-23-000044-index.htm
- Shareholder Votes
  KINDER MORGAN, INC. shareholders approved Advisory vote on executive compensation at the 2023-05-10 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: KMI stockholders approved, on an advisory basis, the compensation of KMI's named executive officers, as disclosed in the Proxy Statement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1506307/000150630723000044/0001506307-23-000044-index.htm
- Shareholder Votes
  KINDER MORGAN, INC. shareholders approved Election of fourteen nominated directors to the Board at the 2023-05-10 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1506307/000150630723000044/0001506307-23-000044-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.