Kinder Morgan amends bylaws to revise stockholder nomination procedures and voting standards

KINDER MORGAN, INC.

Advance notice provisions for director nominations revised: defined terms, removed 'acting in concert' requirement, set deadline for nominee questionnaire.
Board reserves white proxy cards for its own use; any stockholder soliciting proxies must use a different color.
Clarified default voting standard for stockholder actions other than director elections; abstentions effect detailed.
Board no longer required to elect officers annually; officers may serve until successor is chosen or removed.
Other non-substantive, technical, and conforming changes effective January 22, 2025.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

KINDER MORGAN, INC.: Amended and restated Bylaws effective January 22, 2025, revising advance notice provisions, proxy card color, voting standards, officer election frequency, and making technical changes (effective 2025-01-22).

Change: bylaw amendment
Effective: 2025-01-22

Exact text from the filing

On January 22, 2025, the Board of Directors (the “Board”) of Kinder Morgan, Inc. (“KMI”) amended and restated KMI’s Bylaws, effective immediately (as so amended and restated, the “Bylaws”), to, among other things. • revise and clarify certain procedural mechanics and informational requirements set forth in the advance notice provisions for stockholder nominations of directors, including by defining certain terms, removing the requirements that the notice from stockholders include information from persons “acting in concert therewith,” and specifying KMI’s deadline for delivering a director nominee’s questionnaire following a proper request; • provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which will be reserved for the exclusive use by the Board; • revise certain provisions related to stockholder action, including clarifying the existing description of the default voting standard for stockholder actions (other than

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Source: SEC EDGAR

accession 0001506307-25-000004

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