Williams Cos. names two directors to board
TULSA — Williams Cos. Inc. on Monday named two new directors in a move that drew praise from an activist investor who had challenged the company.
Stephen Chazen, director and former CEO of Occidental Petroleum, and Peter Ragauss, former chief financial officer at Baker Hughes and current director at Apache Corp., have been appointed to the Williams board effective immediately. The board also said Monday it will nominate two additional directors before the annual meeting November 23.
“Steve Chazen brings significant expertise in the energy industry, having led the transformation of Occidental Petroleum into one of the top-performing companies in the sector,” Chairwoman Kathleen B. Cooper said in a statement. “Peter Ragauss also has broad experience, having helped Baker Hughes grow its powerful platform in the oil-field services industry. Williams is making good progress executing our strategy to connect the best natural gas supplies to the best markets. The entire Williams board of directors is committed to taking decisive action to create sustainable stockholder value and position Williams for continued success.”
Following Monday’s appointment, five directors appointed since July 1 will stand for re-election at the company’s annual meeting in November — Chazen, Ragauss, Stephen Bergstrom, Scott Scheffield and William Spence. Four directors serving before 2016 also will stand for re-election.
If all nominees are elected, the Williams board would include 11 directors, 10 of whom are independent.
“As we have indicated, Williams is committed to maintaining a world-class board of directors,” Cooper said. “Our nominating and governance committee will immediately work to identify two board candidates who will add valuable and independent perspective.”
The move appeared to appease activist investor Keith Meister, who last month nominated his own slate of 10 directors. Meister said Monday he will drop the proxy fight he and his hedge fund, Corvex Management LP, launched in August.
“I commend the three new directors — Steve Bergstom, Bill Spence and Scott Sheffield — for taking a leadership role in discussions with Corvex which resulted in the announced plan to enhance the Board’s composition,” Meister said in a statement Monday. “I believe the changes to the board announced today, ensuring most importantly that seven of eleven members of the board will be newly added, through the appointment today of two new directors and the addition of two additional world-class directors by Nov. 23, will put the company in the best position to ensure a renewed focus on shareholder interests and the enhancement of shareholder value. Corvex looks forward to working with the newly-constituted board to unlock the significant value inherent
in the company.”
Also on Monday, the Williams board said it has reconstituted its nominating and governance committees. Cooper, Chazen and Stephen Bergstrom have been appointed to the committee, with Bergstrom serving as chairman, effective immediately. The committee will be responsible for identifying the two new independent director candidates before the annual meeting.
Monday’s announcement continues the volatility ongoing at Williams since the company’s failed merger attempt with Dallas-based Energy Transfer Equity in June.
Seven Williams directors — including Chairman Frank T. MacInnis — resigned in late June after a failed attempt to oust CEO Alan Armstrong.
In August, Meister issued an open letter to Williams Cos. stockholders announcing that Corvex had submitted to Williams the names of 10 employees who would seek election as the entire Williams board at the 2016 annual meeting.
According to Meister, the 10 employees were placeholders until Corvex could find candidates for a shareholder vote. Corvex owns nearly 30.9 million shares of Williams, or 4.1 percent of the company’s outstanding stock.
At the time, Williams said the move was “a distracting and costly proxy contest.” A week later, Williams said Bergstrom, Sheffield and Spence had been appointed to the board, raising the number of directors to 10, including Armstrong.