UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14A – 101)

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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ONEOK, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Our Values

Ethics: Our actions are founded on trust, honesty, integrity and respect through open communications and adherence to the highest standards of personal, professional and business ethics.

Quality: Our commitment to quality drives us to continuously improve in our quest for excellence.

Diversity: We value diversity, the dignity and worth of each employee, and believe that a diverse, inclusive workforce is critical to our continued success.

Value: We are committed to creating value for all stakeholders—employees, customers, investors and our communities—through the optimum development and utilization of our resources.

Service: We provide responsive, flexible service to customers, and commit to preserving the environment, providing a safe work environment and improving the quality of life for employees where they live and work.

Our Core Strategy

• Provide our customers with high-quality services through vertical integration across the midstream value chain.

• Grow our asset position profitably in a safe, reliable and environmentally sustainable manner while maintaining financial strength.

• We achieve this through our strong asset position and experienced team while attracting and retaining the diverse talent base needed to execute our growth strategies.

April 7, 2021

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of ONEOK, Inc., which will be held at 9:00 a.m. Central Daylight Time on Wednesday, May 26, 2021. Because our company continues to take precautions related to the coronavirus (COVID-19) pandemic, and to protect the health and well-being of our shareholders, employees, directors and the public, this year’s meeting will be held as a virtual meeting only. You will not be able to attend the annual meeting in person. Information on how to virtually attend and participate in the annual meeting is provided under “About the 2021 Annual Meeting” in the accompanying proxy statement.

ANNUAL MEETING

The matters to be considered and voted on at the meeting are set forth in the accompanying notice of the annual meeting and are described in the accompanying proxy statement. A copy of our 2020 annual report to shareholders is also enclosed. A report on our 2020 performance will be presented at the meeting.

VOTING

We look forward to greeting as many of our shareholders as possible at the annual meeting. We know, however, that most of our shareholders will be unable to attend. Therefore, proxies are being solicited so that each shareholder has an opportunity to vote by proxy. You can authorize a proxy over the internet or by telephone. Instructions for using these convenient services are included in the proxy statement and on the proxy card. Of course, if you prefer, you may vote by mail by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope.

If your shares are held through a broker or similar person, unless you provide them with voting instructions, your shares will not be voted in the election of directors or in certain other important proposals as described in the accompanying proxy statement. Consequently, please provide your voting instructions to your broker or similar person in a timely manner to ensure that your shares will be voted.

Regardless of the number of shares you own, your vote is important. I urge you to submit your proxy or voting instructions as soon as possible so that you can be sure your shares will be voted.

Thank you for your investment in ONEOK and your continued support.

            
  Very truly yours,       John W. Gibson Chairman of the Board

ONEOK, Inc. Notice of 2021 Annual Meeting of Shareholders

Time and date	May 26, 2021, at 9:00 a.m. Central Daylight Time
Meeting location	Virtual meeting only. In order to virtually attend the annual meeting, shareholders must register online at www.proxydocs.com/oke. Additional information on how to virtually attend and participate in the annual meeting is provided under “About the 2021 Annual Meeting” in the accompanying proxy statement.
Items of business	(1)	To consider and vote on the election of the 11 director nominees named in the accompanying proxy statement to serve on our Board of Directors.
	(2)	To consider and vote on the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of ONEOK, Inc., for the year ending December 31, 2021.
	(3)	To consider and vote on our executive compensation on a non-binding, advisory basis.
	(4)	To consider and vote on such other business as may come properly before the meeting or any adjournment or postponement of the meeting.
	These matters are described more fully in the accompanying proxy statement.
Record date	March 29, 2021. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the annual meeting.
Proxy voting	YOUR VOTE IS IMPORTANT
	The vote of every shareholder is important. The Board of Directors appreciates the cooperation of shareholders in directing proxies to vote at the meeting. To make it easier for you to vote, internet and telephone voting are available. The instructions in the accompanying proxy statement and attached to your proxy card describe how to use these convenient voting methods. Of course, if you prefer, you may vote by mail by completing your proxy card and returning it in the enclosed, postage-paid envelope. You may revoke your proxy at any time by following the procedures set forth in the accompanying proxy statement.
	Whether or not you expect to virtually attend the meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Voting your shares promptly, via the internet, by telephone, or by signing, dating and returning the enclosed proxy card will save us the expense of additional solicitation.
	Important Notice Regarding Internet Availability of Proxy Materials for the Shareholder Meeting to be held on May 26, 2021. This notice of Annual Meeting, proxy statement, form of proxy, and our 2020 annual report to shareholders are being distributed and made available on or about April 7, 2021. This proxy statement and our 2020 annual report to shareholders are also available on our website at www.oneok.com.
	Additionally, you may access this proxy statement and our 2020 annual report at www.proxydocs.com/oke.
	By order of the Board of Directors,
	Patrick W. Cipolla
	Secretary
	Tulsa, Oklahoma
	April 7, 2021

Table of Contents

Proxy Statement

This proxy statement describes important issues affecting our company and is furnished in connection with the solicitation of proxies by our Board of Directors for use at our 2021 annual meeting of shareholders to be held at the time and place set forth in the accompanying notice. The approximate date of the mailing of this proxy statement and accompanying proxy card is April 7, 2021.

Unless we otherwise indicate or unless the context indicates otherwise, all references in this proxy statement to “ONEOK,” “we,” “our,” “us,” the “company” or similar references mean ONEOK, Inc. and its predecessors and subsidiaries.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS	1
SUMMARY PROXY INFORMATION	2
Business Highlights	2
ONEOK’s Response to COVID-19	4
Corporate Governance Highlights	5
Executive Compensation Highlights	5
Shareholder Actions	8
ABOUT THE 2021 ANNUAL MEETING	9
OUTSTANDING STOCK AND VOTING	13
Matters to Be Voted Upon	13
Voting	13
Quorum	13
Votes Required	14
Revoking a Proxy	14
Proxy Solicitation	14
GOVERNANCE OF THE COMPANY	15
Corporate Governance Guidelines	15
Code of Business Conduct and Ethics	15
Director Independence	15
Board Leadership Structure	16
Lead Independent Director	16
CEO and Senior Management Succession Planning	16
Our Board and Corporate Strategy	16
Shareholder Engagement	17
Risk Oversight	17
Cybersecurity	18

Board and Committee Membership	18
Director Nominations	20
Director Compensation	21
Compensation Committee Interlocks and Insider Participation	24
Executive Sessions of the Board	24
Annual Board and Committee Evaluations	24
Communications with Directors	24
Complaint Procedures	25
CORPORATE SUSTAINABILITY	26
Environment, Safety and Health Commitment	27
Safety and Health	29
Human Capital	31
Community Investments	32
Political Advocacy and Oversight	33
PROPOSAL 1—Election of Directors	34
Board Refreshment	34
Annual Election by Majority Vote	34
Board Qualifications	34
Summary of Director Qualifications and Experience	35
Board Tenure	36
Board Diversity	36
Director Nominees	37
PROPOSAL 2—Ratify the Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Year Ending December 31, 2021	43
Ratification of Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2021	43

Audit and Non-Audit Fees	43
Audit Committee Policy on Services Provided by the Independent Registered Public Accounting Firm	44
2021 Report of the Audit Committee	44
STOCK OWNERSHIP	46
Holdings of Major Shareholders	46
Holdings of Officers and Directors	47
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS	48
Executive Summary	48
Executive Compensation Philosophy	50
Executive Compensation Methodology	51
Components of Compensation	55
2020 Compensation Decisions	56
2020 Short-Term Incentive Awards	56
2020 Long-Term Incentive Awards	59
Payout of 2017-2020 Performance Units	60
Clawback Provisions	61
Securities Trading Policy	61
Share-Ownership Guidelines	62
Change in Control Benefits	62
Internal Revenue Service Limitations on Deductibility of Executive Compensation	62
2021 Report of the Executive Compensation Committee	62

Named Executive Officer Compensation	64
2020 Grants of Plan-Based Awards	66
Outstanding Equity Awards	67
Stock Vested	68
Pension Benefits	69
Potential Post-Employment Payments and Payments upon a Change in Control	71
2020 CEO Pay Ratio	74
PROPOSAL 3—Advisory Vote on Executive Compensation	76
Introduction	76
Our Executive Compensation Program	76
Vote Required and Board Recommendation	77
RELATED-PERSON TRANSACTIONS	78
SHAREHOLDER PROPOSALS	79
ANNUAL REPORT ON FORM 10-K	79
OTHER MATTERS	79

Safe Harbor for Forward-Looking Statements

Any statements in this proxy statement that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements made under the provision of the “Safe Harbor” section of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “will,” “would” and other words and terms of similar meaning. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 1A, Risk Factors, and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Forward-Looking Statements,” in our 2020 Annual Report on Form 10-K and other filings with the SEC. All forward-looking statements included in this document are based on information available to us on the date hereof. We will not undertake and specifically decline any obligation to update any forward-looking statements, except as required under applicable law.

2021 Proxy Statement 1

Summary Proxy Information

To assist you in reviewing the company’s 2020 performance and voting your shares, we would like to call your attention to key elements of our 2021 proxy statement and our 2020 annual report to shareholders. The following is only a summary. For more complete information about these topics, please review the complete proxy statement and our 2020 annual report to shareholders.

BUSINESS HIGHLIGHTS

• Our Business. We are incorporated under the laws of the state of Oklahoma, and our common stock is listed on the New York Stock Exchange (“NYSE”) under the trading symbol “OKE.” We are a leading midstream service provider and own one of the nation’s premier natural gas liquids (“NGL”) systems, connecting NGL supply in the Rocky Mountain, Permian and Mid-Continent regions with key market centers and an extensive network of natural gas gathering, processing, storage and transportation assets. We apply our core capabilities of gathering, processing, fractionating, transporting, storing and marketing natural gas and NGLs through vertical integration across the midstream value chain to provide our customers with premium services while generating consistent and sustainable earnings growth.

• Business Update and Market Conditions. We operate primarily fee-based businesses in each of our three reportable segments, and our consolidated earnings were more than 90% fee-based in 2020.

Late in the first quarter 2020, the energy industry experienced historic events that led to a simultaneous demand and supply disruption. The World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide, which contributed to a massive economic slowdown and decreased demand for crude oil. In addition, Saudi Arabia and Russia increased production of crude oil as the two countries competed for market share. As a result, the global supply of crude oil significantly exceeded demand and led to a collapse in crude oil prices. Crude oil prices and the related impact on crude oil drilling impacts our business due to associated natural gas, which is natural gas produced by oil wells. Associated natural gas contains NGLs. The decline of crude oil prices resulted in crude oil and associated natural gas and NGL production being curtailed in the second quarter 2020.

We are still experiencing global and regional economic disruptions due primarily to COVID-19; however, in the third quarter 2020, many of our producers reversed curtailments, bringing volumes back to pre-COVID-19 levels as prices and demand significantly improved from second quarter 2020 lows.

We continue to monitor producers’ drilling, completion and production plans, which are increasingly positive as commodity prices have stabilized and improved, and our expectations for 2021 include the potential for an improving pace of drilling and completion activity.

• Financial Performance.

Our 2020 consolidated operating income was approximately $1.4 billion, compared with approximately $1.9 billion in 2019. 2020 net income was approximately $612.8 million compared with 2019 net income of approximately $1.3 billion. Our 2020 operating income and net income include noncash impairment charges of $607.2 million and $644.9 million, respectively.

2

Summary Proxy Information  

• Dividend Increase. During 2020, we paid total cash dividends of $3.74 per share, an increase of approximately 6% compared with $3.53 per share paid in 2019.

In February 2021, we paid a quarterly dividend of $0.935 per share ($3.74 per share on an annualized basis), unchanged from the quarterly dividend paid in February 2020.

• Shareholder Return. Our one-, three-, five- and 10-year total shareholder returns as of December 31, 2020 (total shareholder return includes share price appreciation/depreciation, dividend reinvestments, stock splits and the impact of the 2014 separation of our natural gas distribution business to ONE Gas, Inc. during the periods presented), compared with the referenced indices, are as follows:

1  The ONEOK peer group used in this graph is the same peer group that will be used in determining our level of performance at the end of the three-year performance period for our 2020 performance units granted under our Equity Incentive Plan and is comprised of the following companies: DCP Midstream, LP; Enable Midstream Partners, LP; Energy Transfer, L.P.; EnLink Midstream LLC; Enterprise Products Partners L.P.; Kinder Morgan, Inc.; Magellan Midstream Partners, L.P.; MPLX LP; NuStar Energy L.P.; Plains All American Pipeline, L.P.; Targa Resources Corp.; and The Williams Companies, Inc.

2021 Proxy Statement 3

Summary Proxy Information  

ONEOK’S RESPONSE TO COVID-19

ONEOK is taking steps to manage potential impacts of the COVID-19 outbreak on our employees. As always, we remain focused on operating our assets safely, reliably and in an environmentally responsible manner.

ONEOK is considered an Essential Critical Infrastructure business by the U.S. Department of Homeland Security. We are currently monitoring and taking actions in consideration of the Centers for Disease Control and Prevention (CDC) and government guidelines for limiting the potential spread of the virus. We continue to prioritize health and safety while remaining focused on providing essential services to our customers and communities.

Our initial response to COVID-19 includes:

Employee and Contractor Support

• We have asked all employees to work from home who are able and have postponed all nonessential company travel.

• Critical employees and contractors who continue to work on-site are exercising “social” (physical) distancing and following enhanced safety protocols such as increased facility access restrictions and sanitation procedures.

• Temporary benefit plan changes were enacted, such as increasing options for virtual health visits and waiving charges for virtual visits, COVID-19 diagnostic tests and vaccinations.

• All employees continue to receive regular compensation, and we continue to maintain relationships with contingent workers, contractors and staffing agencies.

• ONEOK opted into CARES Act 401(k) hardship distributions for employees.

• Our Human Resources group is providing supervisors and employees individualized COVID-19 support as needed.

• ONEOK has created a dedicated employee information site to house regular updates regarding COVID-19 and is providing resources on topics such as prevention best practices, physical health, mental health and caregiver services.

Community Support

Our focus is not only on our employees and the company—it is also on the communities where we operate and where our employees live and work. ONEOK has contributed approximately $600,000 to support COVID-19 relief efforts, including:

• Supporting the North Dakota Community Foundation to create the ONEOK Hospitality Employee COVID-19 Relief Fund to assist hospitality employees with immediate needs.

• A contribution to the Northwest North Dakota Community Foundation Relief Fund to support community organizations and nonprofits in Williams, Divide, McKenzie and Mountrail counties.

• Supporting the Lobeck Taylor Family Foundation and Oklahoma Restaurant Association to fund the Tulsa Restaurant Employee Relief Fund to support immediate needs of workers in the hospitality industry.

• Continuing to evaluate support for public schools and community organizations to support those on the front line who help meet immediate needs.

Business Sustainability

• We remain focused on operating our assets safely, reliably and in an environmentally responsible manner, so we can continue to provide essential services for our customers and communities.

• We proactively paused or suspended several capital-growth projects to enhance our financial strength and flexibility during this time of market uncertainty.

• We are maintaining regular communication with the financial community.

• Our leaders continue to prioritize communication, including frequent updates to our board of directors from executive management and updates from ONEOK’s President and Chief Executive Officer to all employees.

• We continue to hire new employees for critical positions through virtual interviews.

4

Summary Proxy Information  

CORPORATE GOVERNANCE HIGHLIGHTS

Our Board of Directors and management are committed to maintaining strong corporate governance practices that promote and protect the long-term interests of our shareholders. Our corporate governance practices are designed not just to satisfy regulatory and stock exchange requirements, but also to provide for effective oversight and management of our company, and include:

• An 11-member, balanced board with deep experience and diverse expertise relevant to our strategy, business and industry, including four members added since 2015.

• A commitment to regular board refreshment—one new director added in 2020 to address one director resignation in 2020 (in lieu of that director’s mandatory retirement immediately prior to our 2021 annual meeting of shareholders).

• Annual election of directors.

• Majority voting requirements for directors.

• Board leadership provided by a non-executive chairman of the board, a lead independent director with robust duties, and independent committee chairs and vice chairs.

• Robust director nominee selection process.

• By-laws provide for proxy access by eligible shareholders.

• Annual board and committee performance evaluations.

• Mandatory director retirement age of 75.

• Independent Audit, Executive Compensation and Corporate Governance Committees.

• Regular executive sessions of non-management directors and independent directors.

• Long-standing commitment to corporate responsibility and sustainability, including safety and health, environmental, social and governance performance, community leadership and investment and oversight of public policy engagement.

• Regular updates to the board on sustainability, including safety and health, environmental, social and governance performance, community leadership and investment and oversight of public policy engagement.

• Long-standing shareholder engagement program.

• Annual review of our strategic plan.

• Risk oversight by full board and committees, including a comprehensive annual enterprise risk management process.

EXECUTIVE COMPENSATION HIGHLIGHTS

• Program Design. A principal feature of our compensation program is the determination of executive pay by our Executive Compensation Committee (referred to throughout this Proxy Statement as the “Executive Compensation Committee” or the “Committee”) and Board of Directors based on a comprehensive review of quantitative and qualitative factors designed to achieve long-term business success. Our executive compensation program is designed to attract, motivate and retain the key executives who drive our success and who are leaders in the industry, to reward for individual and company performance and to align the long-term interests of our executive officers with those of our shareholders.

2021 Proxy Statement 5

Summary Proxy Information  

Our compensation philosophy and related governance features are summarized below.

What We Do:

✓	Compensation Program Continuity—Our shareholders have provided strong support for our compensation program over the years. The components of our executive compensation program have remained substantially the same for several years. We believe our program is designed appropriately, is well aligned with the interests of our shareholders and is instrumental to achieving our business goals. We periodically evaluate the effectiveness of our program and its alignment with our business strategy.
✓	Independent Committee Determination—Our Executive Compensation Committee, composed solely of independent directors, makes all compensation recommendations regarding our named executive officers. These recommendations are then submitted to the Board for its consideration and approval.
✓	Prudent Risk Management—The Committee designs compensation programs and sets compensation targets intended to discourage excessive risk-taking.
✓	Pay for Performance—A significant portion of the compensation for our named executive officers is in the form of at-risk, variable compensation based on company and individual performance, with a focus on creating long-term shareholder value.
✓	Competitive Compensation—In order to attract and retain qualified executives, our compensation programs provide a competitive total pay opportunity.
✓	Multiple Performance Metrics—Variable compensation is based on more than one measure to encourage balanced incentives.
✓	Awards Are Capped—All of our variable compensation plans have caps on payouts.

✓	Retention-Based Incentives—A significant portion of total compensation relies on multi-year vesting requirements.
✓	Share-Ownership Guidelines—We have market competitive share-ownership guidelines for our directors and officers.
✓	“Clawback” Provisions—Our “clawback” provisions provide for the adjustment or recovery of compensation in applicable circumstances.
✓	Tally Sheets—The Committee reviews total compensation tally sheets at least annually as part of making individual compensation decisions.
✓	Independent Consultant—The Committee engages an executive compensation consultant that is independent under the Securities and Exchange Commission rules and NYSE listing standards to provide advice and expertise on the design and implementation of our executive and director compensation programs.
✓	“Double Trigger” Vesting of Equity Awards in a Change in Control—Under our 2018 Equity Incentive Plan a change in control will not automatically trigger vesting of outstanding equity awards unless the acquirer does not assume or replace the outstanding awards. Rather, participants must experience a termination of employment without cause or resign for good reason within two years following a change in control for an award to vest in connection with a change in control. The Committee retains discretion to provide otherwise in an award agreement or before a change in control. Since the effective date of the 2018 Equity Incentive Plan, all equity awards have been granted under this Plan with double trigger vesting following a change in control.
✓	Double Trigger for Cash Change in Control Benefits—All change in control benefits under our Change in Control Severance Plan are “double trigger.”

What We Don’t Do:

û	No Individual Employment Agreements—We do not enter into individual employment agreements with our executive officers.
û	No Hedging of Company Stock—Our insider trading policy prohibits insiders, including our named executive officers, from engaging in hedging activities with respect to our stock.
û	No Pledging of Company Stock—Our officers and directors may not hold our securities in a margin account or pledge our securities as collateral for a loan, subject to an exception that may be granted by our chief executive officer for loans (not margin accounts), which can be repaid without resorting to the pledged securities.

û	No Tax Gross-ups—We do not provide tax gross-ups for change in control benefits.
û	No Significant Perquisites—Our executive officers, including the named executive officers, receive no recurring significant perquisites or other personal benefits.

6

Summary Proxy Information  

• Key Components of our Executive Compensation Program in 2020 are Unchanged. In designing our initial executive compensation program during 2020, our Executive Compensation Committee took into account, among other factors, the strong shareholder approval at our 2020 annual meeting in favor (94.8% of the shares voted) of our 2019 executive compensation program and our executive pay practices. In view of this high level of shareholder support, the Executive Compensation Committee determined that no changes to the components of our executive compensation program were necessary in 2020. Our shareholders have provided consistently strong support for our compensation program since the inception of the say-on-pay advisory shareholder vote.

• Alignment of Executive Compensation and Performance. In addition to increasing Mr. Spencer’s base salary by $25,000 and his long-term incentive target by $250,000, both effective for 2020, our Board of Directors, upon the recommendation of our Executive Compensation Committee, awarded Mr. Spencer incentive compensation for 2020 that was commensurate with our business results and in recognition of his strong leadership as our President and Chief Executive Officer during a challenging year, including payment of an annual short-term cash incentive award of $531,300 (with an individual performance multiplier of 125%) and the grant of a long-term equity incentive award with a grant date target accounting value of $5.3 million. Consistent with our executive compensation philosophy, a majority of Mr. Spencer’s total direct compensation of approximately $6.7 million for 2020 was incentive-based and at-risk, as illustrated by the following chart:

Consistent with our executive compensation philosophy, a majority of 2020 total direct compensation for our other named executive officers (as set forth on page 64), was incentive-based and at-risk, as illustrated by the following chart:

2021 Proxy Statement 7

Summary Proxy Information  

SHAREHOLDER ACTIONS

• Election of Directors (Proposal 1). You will find in this proxy statement important information about the qualifications and experience of the 11 director nominees, each of whom is a current director. The Corporate Governance Committee performs an annual assessment of the performance of the Board of Directors to ensure that our directors have the skills and experience to oversee effectively our company. All of our directors have proven leadership, sound judgment, integrity and a commitment to the success of our company, and our Board of Directors recommends that shareholders VOTE IN FAVOR of each nominee for election or re-election, as applicable.

• Ratification of our Independent Auditor (Proposal 2). You will also find in this proxy statement important information about our independent auditor, PricewaterhouseCoopers LLP. We believe PricewaterhouseCoopers LLP continues to provide high-quality service to our company, and our Board of Directors recommends that shareholders VOTE IN FAVOR of ratification.

• Advisory Vote on Executive Compensation (Proposal 3). Our shareholders have the opportunity to cast a non-binding, advisory vote on our executive compensation program. As recommended by our shareholders at our 2017 annual meeting, we provide our shareholders with an annual opportunity to vote on executive compensation. Shareholders holding 94.8% of our shares that were voted last year on our executive compensation, including abstentions, supported the design and practices of our executive compensation program. In evaluating this “say on pay” proposal, we recommend that you review our Compensation Discussion and Analysis in this proxy statement, which explains how and why the Executive Compensation Committee made its 2020 executive compensation decisions. Our Board of Directors recommends that shareholders VOTE IN FAVOR of our executive compensation program.

• Votes Required for Approval of the Proposals. The votes required for each proposal are summarized below, together with information regarding treatment of abstentions and broker non-votes for each proposal:

Proposal	How does the Board recommend that I vote?	Votes required for approval when quorum is present	Abstentions	Broker non-votes
1. Election of Directors	The Board recommends that you vote FOR each nominee for election or re-election, as applicable	Majority of the votes cast by the shareholders present online or by proxy and entitled to vote	Do not count as votes cast and have no effect on the outcome of the vote	Do not count as votes cast and have no effect on the outcome of the vote
2. Ratification of our Independent Auditor	The Board recommends that you vote FOR the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021	Majority of the voting power of the shareholders present online or by proxy and entitled to vote	Have the same effect as votes against this proposal	There are no broker non-votes on the auditor proposal because it is a routine item. Shares not voted in the discretion of a brokerage firm or similar person have same effect as votes against this proposal
3. Advisory Vote on Executive Compensation	The Board recommends that you vote FOR the approval, on an advisory basis, of the company’s executive compensation program	Majority of the voting power of the shareholders present online or by proxy and entitled to vote	Have the same effect as votes against this proposal	Do not count as shares entitled to vote and have no effect on the outcome of the vote

8

About the 2021 Annual Meeting

The following questions and answers are provided for your convenience and briefly address some commonly asked questions about our 2021 annual meeting of shareholders. Please also consult the more detailed information contained elsewhere in this proxy statement and the documents referred to in this proxy statement.

Why did I receive these proxy materials?

We are providing these proxy materials in connection with the solicitation by the Board of Directors of ONEOK, Inc. of proxies to be voted at our 2021 annual meeting of shareholders and at any adjournment or postponement of the meeting. You are invited to attend our annual meeting of shareholders on May 26, 2021, at 9:00 a.m., Central Daylight Time. Because our company continues to take precautions related to the coronavirus (COVID-19) pandemic, and to protect the health and well-being of our shareholders, employees, directors and the public, this year’s meeting will be held as a virtual meeting only. You will not be able to attend the annual meeting in person.

Who is soliciting my proxy?

Our Board of Directors is sending you this proxy statement in connection with its solicitation of proxies for use at our 2021 annual meeting of shareholders. Certain of our directors, officers and employees also may solicit proxies on our behalf in person or by mail, telephone, fax or email.

How do I attend the annual meeting?

The annual meeting will be held as a virtual meeting only. You will not be able to attend the annual meeting in person.

In order to virtually attend the annual meeting, shareholders must register online at www.proxydocs.com/oke. As part of the registration process, you will need to enter the control number found on your proxy card, voting information form or notice you previously received. Those holding their shares through an intermediary, such as a bank, broker, or nominee, who want to participate should request a control number from their intermediary in advance of the meeting.

Upon completion of your registration, you will receive further instructions via email, including a unique link that will allow you access to the annual meeting and to vote and submit questions during the annual meeting.

On the day of the annual meeting, May 26, 2021, shareholders may begin to log in to the virtual meeting platform fifteen minutes before the meeting starts. The annual meeting will start promptly at 9:00 a.m., Central Daylight Time.

We will have technicians ready to assist you with any technical difficulties you may have accessing the annual meeting. If you encounter

any difficulties accessing the virtual meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email.

If there are any technical issues in convening or hosting the annual meeting, we will promptly issue a news release and post information to our website at www.oneok.com under the Investors page including information on when the meeting will be reconvened.

Who may attend and vote at the annual meeting?

All shareholders who held shares of our common stock at the close of business on March 29, 2021, may attend and vote at the meeting using the methods described above and below.

How do I submit questions at the annual meeting?

It is our desire to conduct a virtual meeting that approximates an in-person experience for our shareholders. Shareholders who have logged in to the virtual meeting platform may ask questions at the annual meeting in accordance with the rules of conduct that will be made available on the virtual meeting platform. An audio archive of the annual meeting, including the question and answer session, will be posted on our website at www.oneok.com under the Investors page within a few days after adjournment.

We will endeavor to answer as many questions submitted by shareholders as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. If there are pertinent questions that cannot be answered during the meeting due to time constraints, we will post the questions and answers on our website at www.oneok.com under the Investors page within a few days after adjournment.

How do shareholders of record cast their vote?

If you were a shareholder of record at the close of business on the record date of March 29, 2021, you have the right to vote the shares you held of record that day online during the annual meeting. To do so, you must complete the registration process described above; log in to the virtual meeting platform and follow the voting instructions on the virtual meeting platform.

2021 Proxy Statement 9

About the 2021 Annual Meeting  

You may also appoint a proxy through the internet, by telephone or by mail to vote your shares on your behalf. The internet and telephone methods of voting generally are available 24 hours a day and will ensure that your proxy is confirmed and posted immediately. These methods of voting are also available to shareholders who hold their shares in our Direct Stock Purchase and Dividend Reinvestment Plan, our Employee Stock Purchase Plan, and our 401(k) Plan, which includes our former Profit Sharing Plan as one of its features (collectively, the “401(k) Plan”).

You may revoke your proxy any time before the annual meeting by following the procedures outlined below under the caption “What can I do if I change my mind after I vote my shares?”

Please help us save time and postage costs by appointing a proxy via the internet or by telephone.

When you appoint a proxy via the internet, by telephone or by mailing a signed proxy card, you are appointing John W. Gibson, Chairman of the Board, and Stephen B. Allen, Senior Vice President, General Counsel and Assistant Secretary, as your representatives at the annual meeting, and they will vote your shares as you have instructed them. If you appoint a proxy via the internet, by telephone or by mailing a signed proxy card but do not provide voting instructions, your shares will be voted FOR the election of each proposed director nominee named in this proxy statement and FOR Proposals 2 and 3.

To appoint a proxy to vote your shares on your behalf, please select from the following options:

Voting Options

Via the Internet

•  Go to the website at www.proxypush.com/oke, which is available 24 hours a day, seven days a week, until 11:59 p.m. (Central Daylight Time) on May 25, 2021. •  Enter the control number that appears on your proxy card. This process is designed to verify that you are a shareholder and allows you to vote your shares and confirm that your instructions have been properly recorded. •  Follow the simple instructions. •  If you appoint a proxy via the internet, you do not have to return your proxy card.

	By Telephone
	On a touch-tone telephone, call toll-free 1-866-883-3382, 24 hours a day, seven days a week, until 11:59 p.m. (Central Daylight Time) on May 25, 2021. •  Enter the control number that appears on your proxy card. This process is designed to verify that you are a shareholder and allows you to vote your shares and confirm that your instructions have been recorded properly. •  Follow the simple recorded instructions. •  If you appoint a proxy by telephone, you do not have to return your proxy card.
	By Mail
	•  Mark your selections on the proxy card. •  Date and sign your name exactly as it appears on your proxy card. •  Mail the proxy card in the enclosed postage-paid envelope. •  If mailed, your completed and signed proxy card must be received prior to the commencement of voting at the annual meeting.

What if my shares are held by my broker or similar person?

If your shares are held in a brokerage account or by a similar person, your shares are considered to be held “in street name.” If you held shares in street name as of the record date of March 29, 2021, this proxy statement and our 2020 annual report to shareholders should have been forwarded to you by your broker or similar person, together with a voting instruction card. You have the right to direct your broker or similar person how to vote your shares by using the voting instruction card or by following any instructions provided by your broker or similar person for voting via the internet or telephone.

Under the rules of the NYSE, unless you provide your broker or similar person with your instructions on how to vote your shares, they will only be permitted to exercise their discretion to vote your shares on the ratification of the selection of our independent registered public accounting firm (Proposal 2) and will not be able to vote your shares on any of the other matters to be presented at the annual meeting. Consequently, unless you respond to their request for your voting instructions in a timely manner, your shares held through your broker or similar person will not be voted on any of these other matters (which is referred to as a “broker non-vote”).

Please provide your voting instructions to your broker or similar person so that your shares may be voted.

10

About the 2021 Annual Meeting  

What can I do if I change my mind after I vote my shares?

If you were a shareholder of record at the close of business on the record date, you have the right to revoke your proxy at any time before it is voted at the meeting by:

(1) notifying our corporate secretary in writing;

(2) authorizing a later proxy via the internet or by telephone;

(3) returning a later-dated proxy card; or

(4) voting online at the meeting.

If your shares are held in a brokerage account or by a similar person, you may revoke any voting instructions you may have previously provided only in accordance with revocation instructions provided by your broker or similar person.

Is my vote confidential?

Proxy cards, ballots and voting tabulations that identify individual shareholders are mailed and returned directly to our stock transfer agent who is responsible for tabulating the vote in a manner that protects your voting privacy. It is our policy to protect the confidentiality of shareholder votes throughout the voting process. The vote of any shareholder will not be disclosed to our directors, officers or employees, except

(1) to meet legal requirements;

(2) to assert or defend claims for or against us; or

(3) in those limited circumstances where:

(a) a proxy solicitation is contested (which, to our knowledge, is not the case in connection with the 2021 annual meeting),

(b) a shareholder writes comments on a proxy card, or

(c) a shareholder authorizes disclosure.

The vote tabulator and the inspector of election has been, and will remain, independent of us. This policy does not prohibit shareholders from disclosing the nature of their votes to our directors, officers or employees, or prevent us from voluntarily communicating with our shareholders, ascertaining which shareholders have voted or making efforts to encourage shareholders to vote.

Who will count the vote?

Representatives of our stock transfer agent, Equiniti Trust Company, will tabulate the votes and act as the inspector of the election.

How is common stock held in our 401(k) Plan voted?

In order to vote shares of our common stock held through our 401(k) Plan, you must instruct the trustee of the 401(k) Plan, Fidelity Management Trust Company, how to vote those shares by provid-

ing your instructions via the internet, by telephone or by mail in the manner outlined above. If you fail to provide your instructions or if you return an instruction card with an unclear voting designation or with no voting designation at all, then the trustee will vote the shares in your account in proportion to the way the other participants in the 401(k) Plan vote their shares. These votes receive the same confidentiality as all other shares voted.

To allow sufficient time for voting by the trustee of our 401(k) Plan, your voting instructions must be received by May 23, 2021.

How will shares for which a proxy is appointed be voted on any other business conducted at the annual meeting that is not described in this proxy statement?

Although we do not know of any business to be considered at the 2021 annual meeting other than the proposals described in this proxy statement, if any other business is properly presented at the annual meeting, your proxy gives authority to John W. Gibson, Chairman of the Board, and Stephen B. Allen, Senior Vice President, General Counsel and Assistant Secretary, to vote on these matters at their discretion.

What shares are included on the proxy card(s)?

The shares included on your proxy card(s) represent all of the shares that you owned of record as of the close of business on March 29, 2021, including those shares held in our Direct Stock Purchase and Dividend Reinvestment Plan and Employee Stock Purchase Plan, but excluding any shares held for your account by Fidelity Management Trust Company, as trustee for our 401(k) Plan. If you do not authorize a proxy via the internet, by telephone or by mail, your shares, except for those shares held in our 401(k) Plan, will not be voted. Please refer to the discussion above for an explanation of the voting procedures for your shares held by our 401(k) Plan, including its profit sharing feature.

What does it mean if I receive more than one proxy card?

If your shares are registered differently and are in more than one account, you will receive more than one proxy card. Please sign and return all proxy cards, or appoint a proxy via the internet or telephone, to ensure that all your shares are voted. We encourage you to have all accounts registered in the same name and address whenever possible.

Why did we receive just one copy of the proxy statement and annual report when we have more than one stock account in our household?

We have adopted a procedure approved by the Securities and Exchange Commission called “householding.” This procedure permits us to send a single copy of the proxy statement and annual report to a household if the shareholders provide written or implied consent. Shareholders with multiple accounts that share the same last name and household mailing address will receive a single copy

2021 Proxy Statement 11

About the 2021 Annual Meeting  

of shareholder documents (annual report, proxy statement, or other informational statement) unless we are instructed otherwise. Shareholders will continue to receive a separate proxy card for each stock account. We previously mailed a notice to eligible registered shareholders stating our intent to utilize this rule unless the shareholder provided an objection.

If you are a registered shareholder and received only one copy of the proxy statement and annual report in your household, we will promptly deliver copies, to the extent you request them, for each member of your household who was a registered shareholder as of the record date. You may make this request by calling EQ Shareowner Services at 1-866-235-0232 or by providing written instructions to EQ Shareowner Services, Attn: Householding/ONEOK, Inc., P.O. Box 64854, St. Paul, Minnesota 55164-0854. You also may contact EQ Shareowner Services in the same manner if you are currently receiving a single copy of the proxy statement and annual report in your household and desire to receive separate copies in the future for each member of your household who is a registered shareholder or if your household is currently receiving multiple copies of the proxy statement and annual report and you desire to receive a single copy in the future for your entire household.

If you are not a registered shareholder and your shares are held through a broker or similar person, you will need to contact that entity to revoke your election and receive multiple copies of these documents.

Is there a list of shareholders entitled to vote at the annual meeting?

The names of shareholders of record entitled to vote at the annual meeting will be available for examination by any shareholder for a purpose germane to the meeting at the annual meeting via the virtual meeting platform and for 10 days prior to the meeting between the hours of 9:00 a.m. and 4:30 p.m. CDT at our principal executive offices at 100 West Fifth Street, Tulsa, Oklahoma, and may be viewed by contacting our corporate secretary.

May I access the notice of annual meeting, proxy statement, 2020 annual report and accompanying documents on the internet?

Important Notice Regarding Internet Availability of Proxy Materials for the Shareholder Meeting to be held on May 26, 2021. This notice of Annual Meeting, proxy statement, form of proxy, and our 2020 annual report to shareholders are being distributed and made available on or about April 7, 2021. This proxy statement and our 2020 annual report to shareholders are also available on our website at www.oneok.com.

Additionally, in accordance with rules of the Securities and Exchange Commission, you may access this proxy statement, our 2020 annual report and any other proxy materials we use at www.proxydocs.com/oke.

Instead of receiving future copies of our proxy and annual report materials by mail, shareholders may elect to receive an email that will provide electronic links to these proxy and annual report materials. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business and also will give you an electronic link to the proxy voting site. You may log on to www.proxypush.com/oke and follow the prompts to enroll in the electronic proxy delivery service. If you hold your shares in a brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your broker or other holder of record of your shares regarding the availability of this service.

What out-of-pocket costs will we incur in soliciting proxies?

Morrow Sodali LLC, 470 West Avenue, Stamford, Connecticut 06902, will assist us in the distribution of proxy materials and solicitation of votes for a fee of $11,000, plus out-of-pocket expenses. We also reimburse brokerage firms, banks and other custodians, nominees and fiduciaries for their reasonable expenses for forwarding proxy materials to our shareholders. We will pay all costs of soliciting proxies.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the annual meeting. Voting results will be published in a Current Report on Form 8-K that we will file with the Securities and Exchange Commission within four business days after the annual meeting.

12

Outstanding Stock and Voting

MATTERS TO BE VOTED UPON

At the annual meeting, the following matters will be voted upon:

(1) the election of each of the 11 nominees for director named in this proxy statement to serve a one-year term;

(2) the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021;

(3) an advisory vote on executive compensation; and

(4) such other business as may properly come before the meeting, or any adjournment or postponement of the meeting.

VOTING

Only shareholders of record at the close of business on March 29, 2021, are entitled to receive notice of and to vote at the annual meeting. As of that date, 445,533,877 shares of our common stock were outstanding. Each outstanding share entitles the holder to one vote on each matter submitted to a vote of shareholders at the meeting.

Shareholders of record may vote online or by proxy at the annual meeting. All properly submitted proxies received prior to the commencement of voting at the annual meeting will be voted in accordance with the voting instructions contained on the proxy. Shares for which signed proxies are properly submitted without voting instructions will be voted:

(1) FOR the election of each of the 11 nominees for director named in this proxy statement to serve a one-year term;

(2) FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021; and

(3) FOR the advisory proposal to approve our executive compensation.

While we know of no other matters that are likely to be brought before the meeting, in the event any other business properly comes before the meeting, proxies will be voted in the discretion of the persons named in the proxy. The persons named as proxies were designated by our Board of Directors.

To vote shares held “in street name” through a broker or similar person, a shareholder must provide voting instructions to them. Brokerage firms and similar persons are required to request voting instructions for shares they hold on behalf of their customers and others. We encourage you to provide instructions to your brokerage

firm or similar person on how to vote your shares. If your shares are held “in street name,” to be able to vote those shares online at the annual meeting, you must obtain a proxy, executed in your favor, from the broker or similar person who held those shares as of the close of business on March 29, 2021.

The rules of the NYSE determine whether proposals presented at shareholder meetings are routine or non-routine. If a proposal is routine, a broker or similar person holding shares for an owner in street name may vote for the proposal without receiving voting instructions from the owner under certain circumstances. If a proposal is non-routine, the broker or similar person may vote on the proposal only if the owner has provided voting instructions. A “broker non-vote” occurs when the broker or similar person is unable to vote on a proposal because the proposal is non-routine and the owner does not provide any voting instructions. Under the rules of the NYSE, Proposals 1 and 3 are considered to be non-routine, and Proposal 2 is considered to be routine. Accordingly, if you do not provide voting instructions to your brokerage firm or similar person holding your shares, they will not be permitted under the rules of the NYSE to vote your shares on Proposals 1 and 3 and will only be permitted to vote your shares on Proposal 2 at their discretion.

Please provide your voting instructions to your broker or similar person so that your shares may be voted.

Representatives of our stock transfer agent, Equiniti Trust Company, will be responsible for tabulating and certifying the votes cast at the meeting.

QUORUM

The holders of a majority of the shares entitled to vote at the annual meeting, present online or by proxy, constitute a quorum for the transaction of business at the annual meeting. In determining whether we have a quorum, we count abstentions and broker non-votes as present.

If a quorum is not present at the scheduled time of the meeting, the shareholders who are present online or by proxy may adjourn the meeting until a quorum is present. If the time and place of the adjourned meeting are announced at the time the adjournment is taken, no other notice need be given. However, if the adjournment is for more than 30 days, or if a new record date is set for the adjourned meeting, a notice will be given to each shareholder entitled to receive notice of, and to vote at, the meeting.

2021 Proxy Statement 13

Proxy Solicitation  

VOTES REQUIRED

PROPOSAL 1 – Election of Directors.

Our By-laws provide for majority voting for directors in uncontested elections. We expect that the election of directors at our 2021 annual meeting will be uncontested. Under the majority voting standard, the election of directors is decided by the affirmative vote of a majority of the votes cast with respect to that nominee’s election by the shareholders present online or by proxy at the meeting and entitled to vote for the election of directors. In other words, to be elected a nominee must receive a number of “for” votes that exceeds the number of “against” votes cast with respect to that director’s election. Abstentions and broker non-votes, if any, do not count as “for” or “against” votes cast with respect to the election of directors.

Under Oklahoma law, if an incumbent director who is a nominee does not receive, in an uncontested election, the requisite majority vote to be re-elected at an annual meeting, that director remains in office as a “holdover” director. Accordingly, our corporate governance guidelines require that such a director must promptly, following certification of the shareholder vote, tender his or her resignation to our Board of Directors. The Board (excluding the director who tendered the resignation) will then evaluate the resignation in light of the best interests of our company and our shareholders in determining whether to accept or reject the resignation, or whether other action should be taken. In reaching its decision, the Board may consider any factors it deems relevant, including the director’s qualifications, the director’s past and expected future contributions to the company, the overall composition of the Board and whether accepting the tendered resignation would cause the company to fail to comply with any applicable rule or regulation (including NYSE listing requirements and the federal securities laws). The Board will act on the tendered resignation and publicly disclose its decision and rationale within 90 days following certification of the shareholder vote.

PROPOSAL 2 – Ratification of Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Year Ending December 31, 2021.

In accordance with our By-laws, approval of Proposal 2 requires the affirmative vote of a majority of the voting power of the shareholders present online or by proxy and entitled to vote on each proposal at the meeting. Abstentions will have the same effect as votes against

Proposal 2. If you do not provide voting instructions to your brokerage firm or similar person holding your shares, they will be permitted to vote your shares on Proposal 2 at their discretion.

PROPOSAL 3 – Advisory Vote on Executive Compensation.

In accordance with our By-laws, approval of Proposal 3 requires the affirmative vote of a majority of the voting power of the shareholders present online or by proxy and entitled to vote on each proposal at the meeting. Abstentions will have the same effect as votes against Proposal 3. If you do not provide voting instructions to your brokerage firm or similar person holding your shares, they will not be permitted to vote your shares on Proposal 3. Broker non-votes do not count as shares entitled to vote for purposes of determining the outcome of the vote on Proposal 3.

REVOKING A PROXY

Any shareholder may revoke his or her proxy at any time before it is voted at the meeting by (1) notifying our corporate secretary in writing (the mailing address of our corporate secretary is 100 West Fifth Street, Tulsa, Oklahoma 74103), (2) authorizing a later proxy via the internet or by telephone, (3) returning a later dated proxy card, or (4) voting online at the meeting. A shareholder’s presence without voting at the annual meeting will not automatically revoke a previously delivered proxy and any revocation during the meeting will not affect votes previously taken at the meeting.

If your shares are held in a brokerage account or by a similar person, you may revoke any voting instructions you may have previously provided in accordance with the revocation instructions provided by the broker or similar person.

PROXY SOLICITATION

Solicitation of proxies will be primarily by mail and telephone. We have engaged Morrow Sodali LLC, 470 West Avenue, Stamford, Connecticut 06902, to solicit proxies for a fee of $11,000, plus out-of-pocket expenses. In addition, certain of our officers, directors and employees may solicit proxies on our behalf in person or by mail, telephone, fax or email, for which such persons will receive no additional compensation. We will pay all costs of soliciting proxies. We will also reimburse brokerage firms, banks and other custodians, nominees and fiduciaries for their reasonable expenses for forwarding proxy materials to our shareholders.

14

Governance of the Company

Our Board of Directors and management are committed to maintaining strong corporate governance practices that allocate rights and responsibilities among our Board, management and shareholders in a manner that benefits the long-term interest of our shareholders. Our corporate governance practices are designed not just to satisfy regulatory and stock exchange requirements, but also to provide for effective oversight and management of our company.

Our Corporate Governance Committee engages in a regular process of reviewing our corporate governance practices, including comparing our practices with those recommended by various corporate governance authorities, the expectations of our shareholders and the practices of other leading public companies. Our Corporate Governance Committee also regularly reviews our corporate governance practices in light of proposed and adopted laws and regulations, including the rules of the Securities and Exchange Commission and the rules and listing standards of the NYSE.

CORPORATE GOVERNANCE GUIDELINES

Our Board of Directors has adopted corporate governance guidelines that address key areas of our corporate governance, including: the Board’s mission and responsibilities; Board membership and leadership; the structure and function of the Board’s committees; meetings of the Board and its committees, including attendance requirements and executive sessions; Board compensation; Board and officer share-ownership requirements; succession planning; evaluation of the performance of our Board; and Board access to management and independent advisors. Our Board annually reviews our corporate governance guidelines and may revise the guidelines from time to time as conditions warrant. The full text of our corporate governance guidelines is published on and may be printed from our website at www.oneok.com and is also available from our corporate secretary upon request.

CODE OF BUSINESS CONDUCT AND ETHICS

Our Board of Directors has adopted a code of business conduct and ethics that applies to our directors, officers (including our principal executive and financial officers, principal accounting officer, controllers and other persons performing similar functions) and all other employees. We require all directors, officers and employees to adhere to our code of business conduct and ethics in addressing the legal and ethical issues encountered in conducting their work for our company. Our code of business conduct and ethics requires that our directors, officers and employees avoid conflicts of interest, comply with all applicable laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in our company’s best interest. Our code also addresses workplace conduct, including prohibitions on discrimination and workplace harassment. All directors, officers and

employees are required to report any conduct that they believe to be an actual or apparent violation of our code of business conduct and ethics.

The full text of our code of business conduct and ethics is published on and may be printed from our website at www.oneok.com and is also available from our corporate secretary upon request. We intend to disclose on our website any future amendments to, or waivers from, our code of business conduct and ethics, with respect to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, in accordance with the rules of the Securities and Exchange Commission and the listing standards of the NYSE.

DIRECTOR INDEPENDENCE

Our corporate governance guidelines provide that a majority of our Board of Directors will be “independent” under the applicable independence requirements of the NYSE. These guidelines and the rules of the NYSE provide that, in qualifying a director as “independent,” the Board must make an affirmative determination that the director has no material relationship with our company, either directly or as a partner, shareholder or officer of an organization that has a relationship with our company. In making this determination with respect to each director serving on the Executive Compensation Committee, under the rules of the NYSE, the Board is required to consider all factors specifically relevant to determining whether the director has a relationship to our company which is material to that director’s ability to be independent from management in connection with the duties of a member of that committee.

Our Board of Directors has also adopted director independence guidelines that specify the types of relationships the Board has determined to be categorically immaterial. Directors who meet these standards are considered to be “independent.” The full text of our director independence guidelines is published on and may be printed from our website at www.oneok.com and is also available from our corporate secretary upon request.

Our Board of Directors has determined affirmatively that Board members Brian L. Derksen, Julie H. Edwards, Mark W. Helderman, Randall J. Larson, Steven J. Malcolm, Jim W. Mogg, Pattye L. Moore, Eduardo A. Rodriguez, Gerald B. Smith, and, while he served on our Board in fiscal 2020, Gary D. Parker have no material

2021 Proxy Statement 15

Our Board And Corporate Strategy  

relationship with our company, and each qualifies as “independent” under our corporate governance guidelines, our director independence guidelines and the rules of the NYSE. Accordingly, nine out of our current 11 directors qualify as independent.

BOARD LEADERSHIP STRUCTURE

During 2020, our Board was led by John W. Gibson, who is our non-executive Chairman of the Board, in consultation and coordination with Julie H. Edwards, who was our lead independent director and the Chairman of the Corporate Governance Committee. In addition, our Audit Committee and Executive Compensation Committee are each led by a chair and vice chair, each of whom is an independent director.

Our corporate governance guidelines provide that our Board of Directors retains the right to exercise its discretion in combining or separating the offices of the Chairman of the Board and Chief Executive Officer. Our Board reviews the issue as a part of its succession planning process. The Board believes that it is advantageous for the Board to maintain flexibility to determine on a case-by-case basis and, if necessary, change the Board leadership structure in order to meet our needs at any time, based on the individuals then available and the circumstances then presented.

The Board believes that maintaining Mr. Gibson’s continuing service as non-executive Chairman of the Board provides the most effective leadership model for our Board and our company at this time. In making this determination, the Board considered the advantages to our company of maintaining the continuity of Mr. Gibson’s effective leadership as Chairman of the Board based on, among other factors, his lengthy service as an executive officer of our company, including as chief executive officer from 2007 until his retirement in 2014, his strong leadership skills, his extensive knowledge and experience regarding our operations and the industries and markets in which we compete, as well as his ability to promote communication and to synchronize strategic objectives and activities between our Board and our senior management. The Board also believes this leadership structure continues to ensure significant independent oversight of management, as Messrs. Gibson and Spencer are the only members of the Board who are not independent directors. In addition, our Board has an ongoing practice of holding executive sessions of the independent members of the board as part of each regularly scheduled Board meeting.

In accordance with our corporate governance guidelines, the Board continues to retain the authority to combine the positions of Chairman and Chief Executive Officer in the future if it determines that doing so is in the best interests of our company and our shareholders.

LEAD INDEPENDENT DIRECTOR

Our corporate governance guidelines provide the lead independent director who, under these guidelines, is also chair of our Corporate Governance Committee, with various key responsibilities, including leading the Board’s process for selecting both the Chairman of the Board and the Chief Executive Officer. The guidelines provide that the lead independent director shall have served as a director for a minimum of three years, shall serve for a term of three to five years as determined by the Board of Directors, and that the duties of the lead independent director include but are not limited to:

• Presiding as the chair at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors;

• Approving meeting agendas for the Board; and

• Approving meeting schedules to ensure that there is sufficient time for discussion of all agenda items.

In addition, the lead independent director has the authority to call meetings of the independent directors and, if requested by major shareholders, will ensure that he or she is available for consultation and direct communication.

CEO AND SENIOR MANAGEMENT SUCCESSION PLANNING

A key responsibility of the Chief Executive Officer and the Board is ensuring that an effective process is in place to provide continuity of leadership over the long-term at all levels in our company. Each year, succession-planning reviews are held at significant organizational levels of the company, culminating in a full review of senior leadership talent by our independent directors. During this review, the Chief Executive Officer, the Chairman of the Board and the other independent directors discuss future candidates for senior leadership positions, succession timing for those positions and development plans for the highest-potential candidates. This process ensures continuity of leadership over the long-term, and it forms the basis on which our company makes ongoing leadership assignments.

OUR BOARD AND CORPORATE STRATEGY

Our Board of Directors is actively involved in overseeing, reviewing and guiding our corporate strategy. Our Board formally reviews our company’s business strategy, including the risks and opportunities facing our company and its businesses, at an annual strategic planning session. In addition, long-range strategic issues, including the performance and strategic fit of our businesses, are discussed as a matter of course at regular board meetings. Our Board regularly

16

Risk Oversight  

discusses corporate strategy throughout the year with management, formally as well as informally, and during executive sessions of the Board as appropriate. As discussed in “Risk Oversight” below, our Board views risk management and oversight as an integral part of our strategic planning process, including mapping key risks to our corporate strategy and seeking to manage and mitigate risk. Our Board also views its own composition as a critical component to effective strategic oversight. Accordingly, our Board and relevant Board committees consider our business strategy and the company’s regulatory, geographic and market environments when assessing board composition, director succession, executive compensation and other matters of importance.

SHAREHOLDER ENGAGEMENT

Our Board of Directors believes that accountability to shareholders is a mark of good corporate governance and that regular shareholder engagement is important to our company’s success. Our company’s management team and investor relations department frequently engage with shareholders on a variety of topics, with particular focus on matters relating to our company’s publicly disclosed strategy and financial performance. During 2020, members of our management team and our investor relations department participated in approximately 30 investor conferences or events and held approximately 450 discussions with investment firms.

Our management team and investor relations department also engage with shareholders to discuss matters relating to governance, compensation, safety, the environment, social responsibility and other current and emerging issues that the Board and our management understand are important to our shareholders. In addition to this direct engagement, our company also maintains a number of complementary mechanisms that allow our shareholders to effectively communicate to our Board, including:

• Conducting the annual election of directors with a majority voting standard;

• Conducting an annual advisory vote to approve executive compensation;

• Maintaining an investor relations website;

• Regular meetings by our management team and investor relations department with investors and analysts;

• If requested by major shareholders, ensuring the lead independent director is available for consultation and direct communication;

• Permitting shareholders to submit recommendations for prospective candidates for nomination by our Board for election at the annual meeting of shareholders in accordance with our corporate governance guidelines;

• Permitting shareholders to nominate candidates for election at the annual meeting of shareholders in accordance with our By-laws;

• Permitting proxy access by eligible shareholders in accordance with our By-laws; and

• Providing shareholders the ability to attend and voice opinions at the annual meeting of shareholders.

RISK OVERSIGHT

Enterprise Risk Management

We engage in an annual comprehensive enterprise risk-management (“ERM”) process to identify and manage risk. Our annual ERM assessment is designed to enable our Board of Directors to establish a mutual understanding with management of the effectiveness of our risk-management practices and capabilities, to review our risk exposure and to elevate certain key risks for discussion at the Board level. Risk management is an integral part of our annual strategic planning process, which addresses, among other things, the risks and opportunities facing our company.

Our ERM program is overseen by our Chief Financial Officer. The program is designed to identify, assess, monitor and manage risks that could affect our ability to fulfill our business objectives or execute our corporate strategy. Our ERM process involves the identification and assessment of a broad range of risks and the development of plans to mitigate these risks. These risks generally relate to the strategic, operational, financial, regulatory compliance and human resources aspects of our business.

Not all risks can be dealt with in the same way. Some risks may be easily perceived and controllable. Other risks are unknown. Some risks can be avoided or mitigated by particular behavior, and some risks are unavoidable as a practical matter. For some risks, the potential adverse impact would be minor and, as a matter of business judgment, it may not be appropriate to allocate significant resources to avoid the adverse impact. In other cases, the adverse impact could be significant, and it is prudent to expend resources to seek to avoid or mitigate the potential adverse impact. Management is responsible for identifying risk and risk controls related to our significant business activities; mapping the risks to our corporate strategy; and developing programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward and the appropriate manner in which to control and mitigate risk.

The Board implements its risk oversight responsibilities by having management provide periodic briefing and informational sessions on the significant risks that our company faces and how our company is seeking to control and mitigate those risks. In some cases, as with risks relating to significant acquisitions, risk oversight is addressed as part of the full Board’s ongoing engagement with the Chief Executive Officer and management.

2021 Proxy Statement 17

Board And Committee Membership  

The Board annually reviews a management assessment of the various operational and regulatory risks facing our company, their relative magnitude and management’s plan for mitigating these risks. This review is conducted in conjunction with the Board’s review of our company’s business strategy at its annual strategic planning meeting and at other meetings as appropriate.

Risk Oversight and Strategy Committee

We also maintain a Risk Oversight and Strategy Committee, which consists of members of our senior management. This committee is responsible for ensuring that exposure to commodity price and interest rate risk, as well as marketing, trading, hedging practices, and long-term contractual commitments are monitored within the framework established by our company policies. The committee also is responsible for developing and implementing marketing and hedging strategies designed to mitigate or manage those risks within acceptable risk thresholds.

Board Committee Risk Oversight

In certain cases, a Board committee is responsible for oversight of specific risk topics. For example, the Audit Committee oversees risk issues associated with our overall financial reporting and disclosure process and legal compliance, as well as reviewing policies and procedures on risk-control assessment and accounting-risk exposure, including our companywide risk control activities. The Audit Committee meets with our Chief Financial Officer, Chief Operating Officer, Chief Accounting Officer and General Counsel, and meets with our Vice President, Audit Services, as well as with our independent registered public accounting firm, in separate executive sessions at least three times during the year at which time risk issues are discussed regularly.

In addition, our Executive Compensation Committee oversees risks related to our compensation programs, as discussed in greater detail elsewhere in this proxy statement, and our Corporate Governance Committee oversees risks related to our governance practices and policies.

CYBERSECURITY

We have adopted a cybersecurity program that conforms with the guidelines of the widely utilized National Institute of Standards and Technology (NIST) Cybersecurity Framework. We have a Vice President, Security who oversees a dedicated team of information security professionals who manage a cybersecurity program that includes risk assessment, compliance documentation, and reporting of cyber-events. This team is focused on three areas, including enterprise (corporate) information security, industrial control system (“ICS”) (including supervision control and data acquisition (“SCADA”) systems) security, and physical security. The enterprise security

team manages the security of our enterprise network, as well as our overall threat and vulnerability management program and incident response procedures. Our ICS security team manages the security of our operational and SCADA cyber assets, and our physical security team manages efforts to improve the physical security of our assets.

Our cybersecurity program is governed by an Information Security Advisory Team, which is composed of members of our executive management team. Our Board of Directors is briefed regularly on our preparations with respect to cybersecurity. Employees at all levels receive monthly awareness training to follow cybersecurity best practices and protocols in order to recognize threats in the early stages. The Information Security Advisory Team has also established relationships with the FBI and other relevant law enforcement resources to address cyber threats. The team also conducts periodic, external security reviews and penetration tests to determine and improve the efficacy of our security controls.

We use network segmentation best practices across our networks containing enterprise systems, SCADA, and other ICS systems. We have business continuity and disaster recovery plans in place that allow for failover processes, alternative forms of communication, and manual operation of our assets in the event that primary mechanisms become unavailable.

BOARD AND COMMITTEE MEMBERSHIP

Our business, property and affairs are managed under the direction of our Board of Directors. Members of our Board are kept informed of our business through discussions with our Chief Executive Officer and other officers, by reviewing materials provided to them periodically and in connection with Board and committee meetings, by visiting our offices and our operating facilities and by participating in meetings of the Board and its committees.

During 2020, the Board held 8 regular meetings and 4 special meetings. Due to COVID-19, regularly scheduled in-person meetings were held virtually starting in May 2020. All of our incumbent directors who served on the Board during 2020 attended 100% of all meetings of the Board and Board committees on which they served in 2020.

Our corporate governance guidelines provide that members of our Board are expected to attend our annual meeting of shareholders. In 2020, all then current members of our Board attended our annual meeting of shareholders, which was held virtually.

The Board has three standing committees consisting of the Audit Committee, the Executive Compensation Committee and the Corporate Governance Committee, which also met virtually starting in July 2020 in lieu of regularly scheduled in-person meetings.

18

Board And Committee Membership  

The table below provides the current membership of our Board and each of our Board committees and the number of committee meetings held in 2020.

Director	Audit	Executive Compensation	Corporate    Governance
Brian L. Derksen	Vice Chair		✓
Julie H. Edwards			Chair
John W. Gibson
Mark W. Helderman		✓	✓
Randall J. Larson	Chair
Steven J. Malcolm		✓	✓
Jim W. Mogg	✓		✓
Pattye L. Moore		Chair
Eduardo A. Rodriguez		Vice Chair	Vice Chair
Gerald B. Smith	✓		✓
Terry K. Spencer
Number of meetings in 2020	6	4	3

Our Board has adopted written charters for each of its Audit, Executive Compensation and Corporate Governance Committees. Copies of the charters of each of these committees are available on and may be printed from our website at www.oneok.com. Copies are also available from our corporate secretary upon request. The responsibilities of our Board committees are summarized below. From time to time the Board, in its discretion, may form other committees.

The Audit Committee

The Audit Committee represents and assists our Board of Directors with the oversight of the integrity of our financial statements and internal control over financial reporting, our compliance with legal and regulatory requirements, the independence, qualifications and performance of our independent registered public accounting firm and the performance of our internal audit function. The responsibilities of the Audit Committee include:

• Appointing, compensating, retaining and overseeing our independent auditor, including review of their qualifications, independence and performance;

• Reviewing the scope, plans and results relating to external audits of our financial statements and our internal control over financial reporting;

• Reviewing the internal audit function, its performance, the adequacy of its resources and the areas of internal audit emphasis;

• Monitoring and evaluating our financial condition;

• Monitoring and evaluating the integrity of our financial reporting processes and procedures;

• Assessing our significant financial risks and exposures and evaluating the adequacy of our internal controls in connection with such risks and exposures, including, but not limited to, internal controls over financial reporting and disclosure controls and procedures;

• Reviewing policies and procedures on risk-control assessment and accounting risk exposure, including our companywide risk control activities; and

• Monitoring our compliance with our policies on ethical business conduct.

Our independent registered public accounting firm reports directly to our Audit Committee.

All members of our Audit Committee are “independent” under the independence requirements of the NYSE and the Securities and Exchange Commission applicable to audit committee members. The Board has determined that Jim W. Mogg, Gerald B. Smith, Brian L. Derksen and Randall J. Larson are each an audit committee financial expert under the applicable rules of the Securities and Exchange Commission.

The Executive Compensation Committee

Our Executive Compensation Committee is responsible for establishing and periodically reviewing our executive compensation policies and practices. This responsibility includes:

• Evaluating, in consultation with our Corporate Governance Committee, the performance of our Chief Executive Officer, and recommending to our Board of Directors the compensation of our Chief Executive Officer and our other executive officers;

• Reviewing and approving, in consultation with our Corporate Governance Committee, the annual objectives of our Chief Executive Officer;

• Reviewing our executive compensation program to ensure the attraction, retention and appropriate compensation of executive officers in order to motivate their performance in the achievement of our business objectives and to align their interests with the long-term interests of our shareholders;

• Assessing the risks associated with our compensation program; and

• Reviewing and making recommendations to the Board on executive officer and director compensation and personnel policies, programs and plans.

Our Executive Compensation Committee meets periodically during the year to review our executive and director compensation policies and practices. The Committee annually recommends to our Board of Directors executive officer salaries and short- and long-term incentive compensation. The scope of the authority of this committee is not limited except as set forth in its charter and by applicable

2021 Proxy Statement 19

Director Nominations  

law. This committee has the authority to delegate duties to sub-committees of this committee, or to other standing committees of the Board of Directors, as it deems necessary or appropriate.

This committee may not delegate to a subcommittee any authority required by any law, regulation or listing standard to be exercised by this committee as a whole.

All members of our Executive Compensation Committee are “independent” under the independence requirements of the NYSE applicable to compensation committee members.

The executive compensation group in our corporate human resources department supports, in consultation with our Chief Executive Officer, the Executive Compensation Committee in its work.

During 2020, the Executive Compensation Committee continued the engagement of Meridian Compensation Partners, LLC (“Meridian Compensation Partners”) as an independent executive compensation consultant to assist the committee in its evaluation of the amount and form of compensation paid in 2020 to our Chief Executive Officer, our other executive officers and our directors. Meridian Compensation Partners reported directly to the Executive Compensation Committee. For more information on executive compensation and the role of this consultant, see “Executive Compensation Discussion and Analysis—Executive Compensation Methodology—The Role of the Independent Executive Compensation Consultant” at page 52.

The Corporate Governance Committee

Our Corporate Governance Committee is responsible for overseeing our company’s governance, including the selection of directors and the Board’s practices and effectiveness. These responsibilities include:

• Identifying and recommending qualified director candidates, including qualified director candidates suggested by our shareholders in written submissions to our corporate secretary in accordance with our corporate governance guidelines and our By-laws or in accordance with the rules of the Securities Exchange Commission;

• Making recommendations to the Board with respect to electing directors and filling vacancies on the Board;

• Adopting an effective process for director selection and tenure by making recommendations on the Board’s organization and practices and by aiding in identifying and recruiting director candidates;

• Reviewing and making recommendations to the Board with respect to the organization, structure, size, composition and operation of the Board and its committees;

• In consultation with our Chairman of the Board, our Chief Executive Officer and the Executive Compensation Committee, overseeing management succession and development; and

• Reviewing, assessing risk and making recommendations with respect to other corporate governance matters.

All members of our Corporate Governance Committee are “independent” under the independence requirements of the NYSE.

DIRECTOR NOMINATIONS

Our corporate governance guidelines provide that the Board of Directors is responsible for selecting candidates for Board membership and delegates the screening process to the Corporate Governance Committee of the Board. This committee, with recommendations and input from our Chairman of the Board, our Chief Executive Officer and members of our Board, evaluates the qualifications of each director candidate and assesses the appropriate mix of skills, qualifications and characteristics required of Board members in the context of the perceived needs of the Board at a given point in time. The committee is responsible for recommending candidates for nomination by the Board for election as members of our Board.

Our corporate governance guidelines provide that candidates for nomination by the Board must be committed to devoting the time and effort necessary to be productive members of the Board and that, in nominating candidates, the Board will endeavor to establish director diversity in personal background, race, gender, age and nationality. The guidelines also provide that the Board will seek to maintain a mix that includes, but is not limited to, the following areas of core competency: accounting and finance; investment banking; business judgment; management; energy industry knowledge; operations; leadership; strategic vision; law; and corporate relations.

The Corporate Governance Committee’s charter provides that it has the responsibility, in consultation with the Chairman of the Board and the Chief Executive Officer, to search for, recruit, screen, interview and select candidates for the position of director as necessary to fill vacancies on the Board or the additional needs of the Board and to consider management and shareholder recommendations for candidates for nomination by the Board. In carrying out this responsibility, the Corporate Governance Committee evaluates the qualifications and performance of incumbent directors and determines whether to recommend them for re-election to the Board. In addition, this committee determines, as necessary, the portfolio of skills, experience, diversity, perspective and background required for the effective functioning of the Board considering our business strategy and our regulatory, geographic and market environments.

Our corporate governance guidelines contain a policy regarding the Corporate Governance Committee’s consideration of prospective director candidates recommended by shareholders for nomination by our Board. Under this policy, any shareholder who wishes to recommend a prospective candidate for nomination by our Board

20

Director Compensation  

for election at our 2022 annual meeting should send a letter of recommendation to our corporate secretary at our principal executive offices by no later than September 30, 2021.

The letter should include the name, address and number of shares owned by the recommending shareholder (including, if the recommending shareholder is not a shareholder of record, proof of ownership of the type referred to in Rule 14a-8(b)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the prospective candidate’s name and address, a description of the prospective candidate’s background, qualifications and relationships, if any, with our company and all other information necessary for our Board to determine whether the prospective candidate meets the independence standards under the rules of the NYSE and our director independence guidelines. A signed statement from the prospective candidate should accompany the letter of recommendation indicating that he or she consents to being considered as a nominee of the Board and that, if nominated by the Board and elected by the shareholders, he or she will serve as a director. The committee will evaluate prospective candidates recommended by shareholders for nomination by our Board in light of the various factors set forth above.

Neither the Corporate Governance Committee, nor the Board, nor our company itself discriminates in any way against prospective candidates for nomination by the Board on the basis of age, gender, race, religion, or other personal characteristics. There are no differences in the manner in which the Corporate Governance Committee or the Board evaluates prospective candidates based on whether the prospective candidate is recommended by a shareholder or by the Corporate Governance Committee, provided that the recommending shareholder timely furnishes to our company a letter of recommendation containing the information described above along with the signed statement of the prospective candidate referred to above.

In addition to having the ability to recommend prospective candidates for nomination by our Board, under our By-laws, shareholders may themselves nominate candidates for election at an annual meeting of shareholders so long as they are shareholders of record when they give the notice described below and on the record date for the relevant annual meeting. Any shareholder who desires to nominate candidates for election as directors at our 2022 annual meeting must follow the procedures set forth in our By-laws. Under these procedures, notice of a shareholder nomination for the election of a director must be received by our corporate secretary at our principal executive offices not less than 120 calendar days, and not more than 150 calendar days, before the first anniversary of the date that our proxy statement was released to shareholders in connection with our 2021 annual meeting of shareholders (i.e., notice must be received no earlier than November 8, 2021 and no

later than December 8, 2021). If the date of the 2022 annual meeting is more than 30 days after May 26, 2022, the first anniversary of our 2021 annual meeting, our corporate secretary must receive notice of a shareholder nomination by the close of business on the tenth day following the earlier of the day on which notice of the date of the 2022 annual meeting is mailed to shareholders or the day on which public announcement of the 2022 annual meeting date is made. In addition, in accordance with our By-laws, the shareholder notice must contain certain information about the candidate the shareholder desires to nominate for election as a director, the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made.

In addition, our By-laws permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of ONEOK’s common stock continuously for a period of at least three years, to nominate for election to our Board and have such director nominations included in our proxy materials, a number of director candidates equal to the greater of (i) two individuals or (ii) the closest whole number that does not exceed 20% of our Board, provided that the shareholder(s) and the nominee(s) satisfy certain requirements specified in the By-laws. Under these procedures, notice must be received by our corporate secretary at our principal executive offices not less than 120 calendar days, and not more than 150 calendar days, before the first anniversary of the date that our proxy statement was released to shareholders in connection with our 2021 annual meeting of shareholders (i.e., notice must be received no earlier than November 8, 2021 and no later than December 8, 2021). In accordance with our By-laws, the shareholder notice must contain certain information about the candidate the shareholder(s) desires to nominate for election as a director, the shareholder(s) giving the notice and the beneficial owner(s), if any, on whose behalf the nomination is made.

DIRECTOR COMPENSATION

The Executive Compensation Committee reviews director compensation on an annual basis in consultation with Meridian Compensation Partners, the Committee’s independent compensation consultant. This review includes consideration of director compensation data compiled by Meridian Compensation Partners for the same peer group used to assess competitive compensation for our executive officers in order to assess the competitive levels and types of compensation for our directors. In addition to considering director compensation data compiled by Meridian Compensation Partners, the Committee also considers relevant factors such as our company’s financial and operational performance when reviewing director compensation. After completing its review, the Committee submits its recommendation for director compensation to the full Board of Directors for approval.

2021 Proxy Statement 21

Director Compensation  

Following its review in February 2020, the Committee recommended, and the full Board of Directors approved, the changes to the compensation paid to each of our non-management directors shown in the table below. Changes to director compensation during 2020 were intended to address a competitive shortfall in the annual cash retainer and total compensation identified in Meridian Compensation Partners’ 2020 review of director compensation and assure that non-employee director compensation continued to fairly and appropriately compensate directors for their Board service.

	Cash Retainer	Stock Retainer 1	Committee Chair Retainers			Chairman of the Board Cash Retainer		Lead Director
May 2019    through    April 2020	$75,000	$135,000	Audit Executive Compensation Corporate Governance	$ $ $	20,000 15,000 20,000		$140,000	$          —
May 2020    through    April 2021	$95,000	$135,000	Audit Executive Compensation Corporate Governance	$ $ $	20,000 15,000 15,000		$140,000	$20,000
1  The number of shares of common stock issued for the annual stock retainer is determined based on the closing price of our company’s common stock on the NYSE on the date of the meeting of the Board of Directors immediately following the company’s annual shareholder meeting.

All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board and committee meetings.

Our one management director, Terry K. Spencer, receives no compensation for his service as a director.

Our Board of Directors has established minimum share-ownership guidelines for members of our Board that provide that, within five years after joining the Board, each non-management director will own shares of our common stock having a minimum value of five

times the annual cash retainer paid for service on our Board. Our share-ownership guidelines provide that a director may not sell shares of his or her stock unless such director holds shares that meet the minimum ownership guideline after giving effect to such sale. We are not aware of any director who failed to satisfy these guidelines in 2020. Our shareholder-approved 2018 Equity Incentive Plan imposes meaningful caps on the value of stock awards granted to our directors each year.

The following table sets forth the compensation paid to our non-management directors in 2020.

2020 NON-MANAGEMENT DIRECTOR COMPENSATION
Director	Fees Earned or Paid in Cash 1			Stock Awards 1 2 3			Change in Pension Value and Nonqualified Deferred Compensation Earnings 4			All Other Compensation 5			Total
Brian L. Derksen		$	95,000		$	135,000			—		$	500		$	230,500
Julie H. Edwards		$	130,000		$	135,000		$	244		$	500		$	265,744
John W. Gibson 6		$	235,000		$	135,000		$	18,302		$	20,500		$	408,802
Mark W. Helderman		$	95,000		$	135,000			—		$	500		$	230,500
Randall J. Larson		$	115,000		$	135,000			—		$	500		$	250,500
Steven J. Malcolm		$	95,000		$	135,000			—		$	13,000		$	243,000
Jim W. Mogg		$	95,000		$	135,000		$	297		$	5,500		$	235,797
Pattye L. Moore		$	110,000		$	135,000		$	157		$	5,500		$	250,657
Gary D. Parker 7		$	95,000		$	135,000			—		$	500		$	230,500
Eduardo A. Rodriguez		$	95,000		$	135,000			—		$	500		$	230,500
Gerald B. Smith 8		$	39,583		$	56,250			—			—		$	95,833
1  Non-management directors may defer all or a part of their annual cash and stock retainers under our Deferred Compensation Plan for Non-Employee Directors. During the year ended December 31, 2020, $905,750 of the total amount payable for directors’ fees were deferred under this plan at the election of five of our directors. Deferred amounts are treated, at the election of the participating director, either as phantom stock or as a cash deferral. Phantom stock deferrals are treated as though the deferred amount is invested in our common stock based on the closing price on the NYSE on the date the deferred amount was earned. Phantom stock earns the equivalent of dividends declared on our common stock, reinvested in phantom shares of our common stock based on the closing price of our common stock on the payment date of each common stock dividend. The shares of our common stock reflected in a non-management director’s phantom stock account are issued to the director under our Equity Incentive Plan on the last day of the director’s service as a director or a later date selected by the director. Cash deferrals earn interest at a rate equal to Moody’s seasoned AAA corporate bond yield index on the first business day of the plan year, which, at January 2, 2020, was 3%, plus 100 basis points, and are paid to the director on the last day of the director’s service as a director or at a later date selected by the director.

22

Director Compensation  

2020 NON-MANAGEMENT DIRECTOR COMPENSATION (footnotes continued)

The following table sets forth, for each non-management director during 2020, the amount of director compensation deferred during 2020 and cumulative deferred compensation as of December 31, 2020.

Director	Board Fees Deferred to Phantom Stock in 2020 a			Dividends Earned on Phantom Stock and Reinvested in 2020 b			Total Board Fees Deferred to Phantom Stock at December 31, 2020			Total Phantom Stock Held at December 31, 2020		Board Fees Deferred to Cash in 2020 c			Total Board Fees Deferred to Cash at December 31, 2020
Brian L. Derksen		$	135,000		$	60,652		$	897,702		19,310		$	—		$	—
Julie H. Edwards		$	—		$	11,999		$	162,339		3,441		$	899		$	23,042
John W. Gibson		$	135,000		$	78,636		$	1,227,446		24,468		$	300,189		$	1,749,337
Mark W. Helderman		$	—		$	—		$	—		—		$	—		$	—
Randall J. Larson		$	—		$	—		$	—		—		$	—		$	—
Steven J. Malcolm		$	—		$	—		$	—		—		$	—		$	—
Jim W. Mogg		$	135,000		$	276,066		$	3,640,893		90,316		$	48,682		$	48,682
Pattye L. Moore		$	135,000		$	503,589		$	4,941,204		146,345		$	422		$	10,814
Gary D. Parker		$	—		$	383,587		$	—		—		$	—		$	—
Eduardo A. Rodriguez		$	27,000		$	34,852		$	458,397		10,379		$	—		$	—
Gerald B. Smith		$	56,250		$	—		$	56,250		1,361		$	—		$	—

a  Reflects the value of the annual cash and stock retainers (with the number of shares of common stock calculated based on the closing price on the NYSE on the grant date) deferred by a director under our Deferred Compensation Plan for Non-Employee Directors.

b  Dividend equivalents paid on phantom stock are reinvested in additional shares of phantom stock (with the number of shares of common stock calculated based on the closing price of our common stock on the NYSE on the date the dividend equivalent was paid.)

c  The amount for Mr. Gibson reflects board fees that were deferred to cash in 2020 and prior years by Mr. Gibson and interest accrued on these deferred fees. The amounts for Ms. Edwards and Ms. Moore reflect interest accrued on prior cash deferrals. No board fees were deferred to cash in 2020 by Ms. Edwards or Ms. Moore. The amount for Mr. Mogg reflects board fees that were deferred to cash in 2020 by Mr. Mogg and interest accrued on these deferred fees. Cash deferrals earn interest at a rate equal to Moody’s seasoned AAA corporate bond yield index on the first business day of the plan year, plus 100 basis points, which, at January 2, 2020, was 3%.

2  The amounts in this column reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC Topic 718”), with respect to stock awards received by directors for service on our Board of Directors. Since the shares are issued free of any restrictions on the grant date, the grant date fair value of these awards is the value of the equity retainer. Each of our non-management directors, other than Mr. Smith, was issued 3,697 shares of our common stock with a grant date fair value of $36.51 during 2020 for service on our Board. Mr. Smith was issued 1,361 shares of our common stock with a grant date fair value of $41.31 on December 15, 2020 for his pro-rated service on the Board from December 2020 to April 2021. Fractional shares are rounded down to the nearest whole share, with the difference being paid in cash. However, if a non-management director defers all or part of his or her annual stock retainer under our Deferred Compensation Plan for Non-Employee Directors, the value of fractional shares is reflected in the board fees deferred to phantom stock.

3  For the aggregate number of shares of our common stock and phantom stock held by each member of our Board of Directors at March 1, 2021, see “Stock Ownership—Holdings of Officers and Directors” at page 47.

4  Reflects above-market earnings on Board of Directors fees deferred to cash under our Deferred Compensation Plan for Non-Employee Directors which provides for payment of interest on cash deferrals at a rate equal to Moody’s seasoned AAA corporate bond yield index on the first business day of the plan year, plus 100 basis points, which, at January 2, 2020, was 3%.

5  Reflects charitable contributions made by our company or the ONEOK Foundation, Inc., on behalf of members of our Board as follows: (a) a $500 annual contribution to the non-profit organization of his or her choice; (b) matching contributions up to $5,000 per year to non-profit organizations of his or her choice pursuant to our Board matching grant program; and (c) matching contributions to the United Way pursuant to our annual United Way contribution program.

6  There were no incremental costs incurred by our company in connection with travel by Mr. Gibson’s spouse as a passenger on our corporate aircraft on one occasion in 2020 during a flight whose primary purpose was to conduct company business. The incremental cost of personal use of our company aircraft is calculated based on the incremental cost of fuel, crew travel, on-board catering, trip-related maintenance, landing fees and trip-related hangar and parking costs and other similar variable costs. Fixed costs that do not change based on usage, such as pilot salaries, home hangar expenses and general taxes and insurance are excluded from the incremental cost calculation.

7  Mr. Parker resigned from our Board of Directors effective December 15, 2020. On that date, Mr. Parker converted 110,015 shares of phantom stock to an equivalent number of shares of ONEOK common stock.

8  Gerald B. Smith was elected to the Board effective December 15, 2020. The compensation for Mr. Smith reflects the annual compensation for all directors discussed above prorated for service from December 2020 through April 2021.

2021 Proxy Statement 23

Communications With Directors  

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2020, Messrs. Helderman, Malcolm, Rodriguez and Ms. Moore served on our Executive Compensation Committee. No member of the Executive Compensation Committee was an officer or employee of the company or any of its subsidiaries during 2020, and no member of this committee was formerly an officer of the company or any of its subsidiaries. In addition, during 2020, none of our executive officers served as a member of a compensation committee or board of directors of any other entity of which any member of our Board was an executive officer.

EXECUTIVE SESSIONS OF THE BOARD

The non-management members and independent members of our Board of Directors each meet in separate, regularly scheduled executive sessions during each regular meeting of the Board held during the year. We intend to continue this practice of regularly scheduled separate meetings of each of the non-management members and independent members of our Board. Our corporate governance guidelines provide that our lead independent director, who is the chair of our Corporate Governance Committee, presides as the chair at executive session meetings of the independent members of our Board.

ANNUAL BOARD AND COMMITTEE EVALUATIONS

Board and committee evaluations play a critical role in ensuring the effective functioning of our Board and its committees. It is important to take stock of Board and committee performance and to solicit and act upon feedback received from each member of our Board. To this end, under the leadership of our lead director and chair of our Governance Committee, the Governance Committee is responsible for evaluating the performance of our Board annually. Each of our Board’s Committees also annually conducts a self-evaluation.

The Board believes that, in addition to serving as a tool to evaluate and improve performance, evaluations can serve several other purposes, including the promotion of good governance, integrity of financial reporting, reduction of risk, strengthening of the board-management partnership, the encouragement of candid and constructive dialogue and helping set and oversee board expectations of management. In assessing their performance, the Board and its committees seek to assure themselves that areas identified for improvement are appropriately and timely addressed. As part of the Board’s evaluation process, directors consider various topics related to Board composition, structure, effectiveness and responsibilities and the overall mix of director skills, experience and

backgrounds. While the Board and each of its committees conducts an evaluation annually, the Board considers its performance and that of its committees continuously throughout the year and shares feedback with management.

Topics considered during the 2020 annual Board evaluation process included:

• Do we have the proper set of skills, knowledge and experience on the Board that align with our long-term strategy?

• Are Directors well versed in good corporate governance?

• Are Directors engaged, committed to excellence and functioning at a high level?

• Does the Board receive the appropriate level of information in a timely manner?

• Is the Board focused on the right information and topics in order for the company to deliver value to all our shareholders?

• Does the Board receive high quality and appropriate input from its outside advisors?

• Is the Board structure appropriate and are Board committees functioning at a high level?

• Is the relationship between the Board and management appropriate and are management presentations to the Board of a high quality?

• Are the Board meetings and executive sessions conducted in a manner that fulfills the Board’s obligations, encourages discussion, delivers value added direction, and provides for critical oversight?

• At the onset, and during the continuation, of the COVID-19 pandemic, did the Board function effectively?

COMMUNICATIONS WITH DIRECTORS

Our Board believes that it is management’s role to speak for our company. Our Board also believes that any communications between members of the Board and interested parties, including shareholders, should be conducted with the knowledge of our Chief Executive Officer. Interested parties, including shareholders, may contact one or more members of our Board, including our lead independent director and non-management directors as a group, by writing to the director or directors in care of our corporate secretary at our principal executive offices. A communication received from an interested party or shareholder will be forwarded promptly to the director or directors to whom the communication is addressed. A copy of the communication also will be provided to our Chief Executive Officer. We will not, however, forward sales or marketing materials, materials that are abusive, threatening or otherwise inappropriate, or correspondence not clearly identified as interested party or shareholder correspondence.

24

Complaint Procedures  

COMPLAINT PROCEDURES

Our Board of Directors has adopted procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters and complaints or concerns under our Code of Business Conduct and Ethics. These procedures allow for the confidential and anonymous submission by employees of concerns regarding accounting or auditing matters

and matters arising under our Code of Business Conduct and Ethics. The full text of these procedures, known as our whistleblower policy, is published on and may be printed from our website at www.oneok.com and is also available from our corporate secretary, free of charge, upon request.

2021 Proxy Statement 25

Corporate Sustainability

ONEOK is engaged in the natural gas gathering and processing, natural gas liquids and natural gas pipelines businesses. As a major operator of midstream assets, we have maintained our focus on our stakeholders and our mission to operate in a safe, reliable and environmentally responsible manner. As we have grown our business and expanded our operational footprint over the last several years, we also have strengthened our commitment to improve our companywide environmental, safety and health (“ESH”) performance.

To maximize our efforts, we focus our sustainability program around environmental, social and governance programs, including:

We believe that our focus on corporate sustainability creates value for our company, our investors and stakeholders while also helping us mitigate risks and reduce our impact on the environment.

For additional information on our ESH performance and related matters, please review our Corporate Sustainability Report on our website at www.oneok.com, the contents of which are expressly not incorporated herein by this reference.

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Environment, Safety and Health Commitment    

ENVIRONMENT, SAFETY AND HEALTH
COMMITMENT

Our goal is to always operate our assets safely, efficiently and in an environmentally responsible manner. As our business grows, we remain committed to our ONEOK values and keeping our focus in the right place—on our employees and our mission to operate safely and in an environmentally responsible manner.

We are committed to pursuing a zero-incident culture by continuously working toward mitigating risk and eliminating incidents that may harm our employees, contractors, the public and the environment. To meet corporate and operating ESH expectations, all of our leadership, employees and contractors must demonstrate a commitment to the following:

• The responsibility and ability to control operating exposures that may cause an incident, even if it means stopping work;

• Personal involvement and commitment to ESH management and compliance;

• The responsibility to report, or elevate to the proper level in the organization, potential ESH compliance risks, incidents and near misses;

• Understanding that protection of human health, safety and the environment is a top priority, no matter how urgent the job, project or commercial interests;

• Being responsible and accountable for understanding and complying with all laws, regulations, permits, requirements and procedures related to their roles and responsibilities, including those associated with ESH; and

• The execution and implementation of our sustainability efforts.

COVID-19 Response

As an Essential Critical Infrastructure business, ONEOK is taking steps to manage the impacts of the COVID-19 pandemic on our employees. We continue to prioritize safety and health while remaining focused on providing the essential services that our customers and communities rely on us for. Highlights of some of the ways we’ve supported our stakeholders during the COVID-19 pandemic include:

• In March 2020, we instituted work-from-home procedures for all employees able to perform their jobs off-site, and enacted enhanced safety protocols and physical distancing for critical employees and contractors continuing to work on-site.

• We provided temporary benefit adjustments, including waiving charges for virtual medical visits and COVID-19 diagnostic tests.

• We opted into the CARES Act 401(k) loan deferral and penalty-free withdrawal programs for employees.

• We contributed approximately $600,000 to support COVID-19 relief across ONEOK operating areas.

For more details on ONEOK’s COVID-19 Response, see page 4.

Environment

We continue our focus on environmental sustainability while operating our assets safely and reliably. We work to minimize the environmental impact of our services while continuously searching for new ways to meet stakeholder expectations for environmental stewardship. Our environmental efforts focus on minimizing the impact of our operations on the environment. These actions include:

• Developing and maintaining an accurate greenhouse gas (“GHG”) emissions inventory according to current rules issued by the Environmental Protection Agency;

• Improving the safety, reliability and efficiency of our various pipelines, natural gas processing facilities and NGL fractionation facilities, all of which can minimize releases, emissions and other environmental impacts;

• Evaluating developing technologies to minimize and mitigate environmental impacts from our operations;

• Reviewing renewable energy use opportunities;

• Implementing energy efficiency programs; and

• Recycling and reducing waste.

Operating our businesses to meet the environmental expectations of each of our key stakeholders, including regulatory agencies, the communities in which we operate, landowners, customers, employees and investors, continues to be the goal we strive for in our day-to-day operations.

Greenhouse Gas Emissions

We are committed to understanding and managing our emissions and seeking ways to improve energy efficiency in our operations. We monitor emissions, undertake projects to manage operating emissions and apply innovative technologies to improve our energy efficiency. GHG emissions directly from our facilities primarily result from combustion from natural gas compressor engines and process heaters, methane gas escaping from our operating equipment, venting and other processes common to natural gas systems.

As a midstream service provider, we gather, transport, process and store hydrocarbon products for many customers. We deliver these products to the market, and they are eventually delivered to consumers. Emissions from these activities and other emission sources, including fugitive emission components, such as valves at our facilities, and other operating equipment, including acid gas treatment systems, pressure relief stacks, dehydrator vents and storage tanks are referred to as scope 1 emissions. Emissions that are attributable to electricity consumption are referred to as scope 2 emissions. Emissions that result from our customers’ combustion or oxidation of NGL products produced from our fractionation facilities are referred to as scope 3 emissions.

2021 Proxy Statement 27

Environment, Safety and Health Commitment  

Federal GHG emission regulations require annual reporting of emissions from several source categories. In accordance with these regulations, we report emissions from our operating sources that have the potential to emit in excess of 25,000 tons per year of carbon dioxide equivalents (“CO₂e”). In 2020, we estimate emissions of 55.2 million metric tons of CO₂e consisting of scope 1, scope 2 and scope 3 emissions, including estimated 2020 scope 1 emissions of 3.5 million metric tons of CO₂e and estimated 2020 scope 2 emissions of 2.5 million metric tons of CO₂e.

Scope 3 emissions are calculated using the annual volume of each fractionated product and multiplying it by an emission factor. Products covered are ethane, propane, normal butane, isobutane and natural gasoline and assumes that all products are fully combusted. Scope 3 does not include the sale of natural gas to end users. Estimated 2020 scope 3 emissions were 49.2 million metric tons of CO₂e.

We recently took our already strong commitment to emissions transparency and reductions further by becoming members of Our Nation’s Energy Future Coalition (“ONE Future”). As a member of ONE Future, ONEOK commits to achieving lower methane emissions from our natural gas transmission and storage operations by 2025. We are in the process of evaluating and determining companywide GHG reduction targets for our GHG emissions as well as completing a climate change scenario analysis which includes development of an associated Task Force on Climate-related Financial Disclosure (TCFD) report in 2021.

In 2020, our specific efforts related to emissions reductions included:

• Expansion of our NGGP and NGL infrastructure in the Williston Basin, which led to a significant reduction of flared gas by producers. Information prepared by the North Dakota Department of Mineral Resources shows that flared gas in the state decreased by approximately 60% during 2020. This decrease in producers’ flared gas is partially related to infrastructure investments made by the company to serve the increased volume levels produced by significant drilling and completion activity in recent years;

• The natural gas gathering and processing segment recently completed a project to modernize and replace certain natural gas compressors with electric equipment at the company’s Lindsay, Oklahoma, compressor site. The new electric engines, which produce no combustion emissions, are expected to reduce scope 1 emissions by approximately 40,000 metric tons of CO₂e annually. The project reduced sitewide GHG emissions at Lindsay by

more than 94% and enabled additional compressor shutdowns on ONEOK’s system;

• Using vapor-recovery units and combustors to capture natural gas that otherwise would be vented;

• Installing compression-optimization tools on certain transmission pipelines, which has decreased emissions;

• Using “hot taps” instead of venting/flaring of pipeline segments when making connections;

• Reducing pressures on compressors and pipelines prior to venting to conserve natural gas and reduce emissions when taking assets offline for maintenance or other reasons; and

• Implementing rigorous and regular leak-inspection programs for our natural gas pipelines and processing plants.

Environmental Highlights and Awards

Highlights and awards include the following:

• Included in the Dow Jones Sustainability Index North America (DJSI North America) and named the industry leader for the Oil and Gas storage and transportation sector;

• Recently added to the Dow Jones Sustainability Index World (DJSI World), and are the only U.S. based energy company included in this index;

• Platinum Verification in Sustainable Tulsa’s Scorecard program; and

• Environmental Federation of Oklahoma’s Frank Condon award recipient for Environmental Excellence.

Short-Term Incentive Environmental Metric

We established an internal environmental performance metric in 2014 that became a part of the short-term incentive plan performance criteria for all our employees. The Agency Reportable Environmental Event Rate (“AREER”) metric promotes a continued reduction in spills and emission events that are reportable to a state or federal agency. The 2020 target for AREER represented a 10% improvement over the previous year’s actual results. Since the implementation of the AREER metric, we have seen a year-over-year reduction in our rate of reportable environmental events. In 2020, we achieved an AREER result of 0.42, which was a 47% improvement from 2019, and represents the best annual result since the AREER measure was first included in our 2014 short-term incentive plan.

28

Safety and Health   

Environmental Sustainability

We believe companies that anticipate and manage current and future sustainable opportunities and risks by focusing on quality, safety, innovation and productivity will emerge as industry leaders and are more likely to create a competitive advantage and long-term stakeholder value.

We have an ESH Leadership Committee which provides vision, leadership, direction and oversight for our ESH programs, processes and management systems. This committee consists of senior leadership representatives and has several responsibilities including:

• Promoting and advocating expectations for ESH excellence across our organization;

• Supporting broad communication of ESH policies, standards, goals and objectives and promoting their consistent application throughout our company;

• Overseeing the regulatory landscape with respect to changing ESH expectations and requirements; and

• Providing monthly communication to Executive Leadership and the Board of Directors on ESH and Environmental Sustainability matters.

In addition, we have an Environmental, Social and Governance (“ESG”) Council with a goal to continuously improve ESG performance and provide meaningful disclosures. The Council, which ultimately reports to the ESH Leadership Committee, provides ONEOK with sustainability-focused vision, direction and oversight. Members include key leaders from various departments across the company including Operations, Human Resources, Legal, Commercial, Corporate ESH, Government Affairs, SEC Reporting, Investor Relations and Communications.

ONEOK’s vice president of environment, safety and health is a member of both the ESG Council and ESH Leadership Committee and provides regular updates to the ONEOK Board of Directors on sustainability, environmental, safety and health topics. Communication includes attendance and participation as needed at board of directors and audit committee meetings.

We have a sustainability group within our corporate ESH organization focusing on the challenges and opportunities our industry is facing regarding environmental sustainability. The group takes a proactive approach to promoting sustainable ESH practices and awareness in our business planning and operational processes.

Key strategies include:

• Evaluating opportunities to improve conservation and recycling programs;

• Identifying opportunities to reduce company GHG emissions;

• Increasing stakeholder outreach;

• Documenting environmental achievements; and

• Further engaging employees in our ESH sustainability initiatives.

ESG Index Funds

Our continued efforts in sustainable ESG practices have been recognized and led to our inclusion in more than 30 ESG-related indexes, including the DJSI World, DJSI North America, FTSE4Good, S&P 500 ESG, MSCI World ESG Leaders, MSCI USA SRI, and JUST U.S. Large Cap Diversified.

SAFETY AND HEALTH

The safety and health of our employees, customers and communities where we operate is at the forefront of each business decision we make. By monitoring the integrity of our assets and promoting the safety and health of our employees, customers and communities, we are investing in the long-term sustainability of our businesses.

We continuously assess the risks our employees face in their jobs, and we work to mitigate those risks through training, appropriate engineering controls, work procedures and other preventive safety and health programs. Reducing incidents and improving our safety incident rates is important, but we are not focused only on statistics. Low incident rates alone cannot prevent a large-scale incident, which is why we continue to focus on enhancing our ESH management systems and process safety programs, such as key risk/key control identification and knowledge sharing.

Contractor Safety

We expect and require our contractors to maintain the same high ESH performance standards we ask of our employees.

Because we use third-party contractors to assist in the construction, operation and maintenance of our facilities and assets, contractor management is an important element of our ESH management system. As part of the management system, we have established contractor qualification, selection and retention criteria designed to attract the most qualified companies. Each company we contract with is responsible for providing personnel who are appropriately screened, trained, qualified and able to perform specified duties related to all ESH policies and procedures. Once selected, contractors are monitored periodically to ensure they are following our ESH expectations.

2021 Proxy Statement 29

Safety and Health   

We also demonstrate our commitment to safety through our Safety Tracking for ONEOK Major Projects (“STOMP”) safety tool, which is designed to capture and monitor our contractors’ ESH performance. STOMP assists us and contract employees in the prevention of injuries, equipment damage, environmental impact and facility downtime. Our STOMP tool has raised awareness among our contractors of the benefits and requirements of reporting incidents, implementing corrective actions and identifying events early, which helps prevent and reduce incidents and their consequences.

We believe an effective contractor safety program enhances our projects by assisting contractors with systematically identifying and evaluating anticipated hazards and establishing controls in advance of actual work.

Asset Integrity and Reliability Management

Our overriding goal is to ensure we operate our assets safely, reliably and in an environmentally responsible manner.

Asset integrity is the ability of an asset to perform its required function effectively and efficiently while also protecting those that live and work near our facilities and the environment. We maintain mature and robust programs that guide trained staff in the completion of these activities, and we continue to enhance and improve these programs and our internal capabilities.

While many of our assets are regulated by local, state and federal agencies, our activities are not limited to compliance. Asset integrity is critical in many ways, and our programs and people are dedicated to satisfying the expectations of each of our key stakeholders, including governmental regulatory agencies, the communities in which we operate, landowners, our customers, our employees, contractors and investors.

• Facility Integrity. Our risk-based inspection program is a data-intensive engineering analysis using information from design, construction, operation and inspection processes to ensure fixed equipment is appropriately maintained, its current condition is known, and it is operated within safe limits.

• Pipeline Integrity. Our pipeline integrity management program has been developed to meet or exceed state and federal regulatory requirements for pipeline safety and is further strengthened by participation in industry-level program improvement initiatives. This program provides guidance for identification of high consequence areas and threats specific to individual pipeline segments. Appropriate inspection methods and threat prevention or mitigation activities are selected and scheduled based on a process of integrity-related integration and evaluation.

• Underground Storage Integrity. Our underground storage safety management program guides our engineering and oper-

ations staff in the inspection, maintenance and safe operation of our storage assets.

Reservoirs, mined salt caverns and mined rock caverns are used to store natural gas, natural gas liquids and certain refined products within a regulatory and industry appropriate framework. This specialized, technical field depends heavily on industry best practices, experienced practitioners and rigorous documentation and recordkeeping.

Safety and Health Highlights

In 2020, we experienced an increase in employee injuries and overall injury severity; but we experienced our best year on record in respect to vehicle safety performance.

• In 2020, we recorded an incident rate of 0.69 for our total recordable incident rate (“TRIR”). The year over year increase in recordable injuries compared with 2019’s TRIR of 0.32 is primarily attributable to an increase in slip, trip and fall injuries for operations employees.

• 2020’s preventable vehicle incident rate (“PVIR”) of 0.88 is the best rate we have ever achieved.

Additional highlights include:

• Our ONEOK Natural Gas Liquids Pipeline and Terminals business received the Chief Executive Officer’s ESH Excellence Award for 2019, awarded in 2020.

• ONEOK received the GPA Midstream Association Chairman’s Award for Safety Improvement for 2019, awarded in 2020.

Short-Term Incentive Safety Metric

We established an internal safety performance metric in 2009 that became a part of the short-term incentive plan performance criteria for all employees. The TRIR is the number of Occupational Safety and Health Administration incidents per 200,000 work-hours. The inclusion of this important metric is designed to emphasize our commitment to the safe operation of our business and to reward safe behavior throughout our company. The 2020 target for TRIR represented a 3% improvement over the previous year’s actual results.

30

Human Capital   

  HUMAN CAPITAL  

The long-term sustainability of our business is dependent on our continued ability to attract, select, develop, motivate, challenge and retain a diverse group of employees to execute our business strategies. We manage our human capital by offering compensation and benefits that are designed to position us as an employer of choice. We also invest significant time and resources developing our employees, training them on health, safety and compliance matters and building inclusive, high-performing teams.

As of December 31, 2020, we had 2,886 employees. Listed below is a summary of our human capital resources, measures and objectives that are collectively important to our success as an organization.

Culture - Our success is due in large part to the skills, experience and dedication of our employees. We are committed to cultivating an inclusive and dynamic work environment where talented people can find opportunities to succeed, grow and contribute to the success of the company. Our employees work each day to provide safe and reliable services to a wide range of customers in the states where we operate. Our core values - Ethics, Quality, Diversity, Value and Service - guide the way in which our employees conduct our business and operations. Our core value of Ethics means our actions are founded on trust, honesty and integrity through open communications and adherence to the highest standards of personal, professional and business ethics. Our core value of Quality drives us to make continuous improvements in our quest for excellence. Our core value of Diversity means we value the diversity, dignity and worth of each employee, and believe that a diverse and inclusive workforce is critical to our continued success. Our core value of Value means we are committed to creating value for all stakeholders - employees, customers, investors and our communities - through the optimum development and utilization of our resources. Finally, our core value of Service means we provide responsive, flexible service to customers, and commit to preserving the environment, providing a safe work environment and improving the quality of life for employees where they live and work.

Diversity and Inclusion - Our diversity and inclusion (D&I) strategy is a cross-functional effort that draws upon contributions from employees at all levels of the organization and is focused on enhancing the workplace to retain and attract talent. The strategy is guided by a D&I Council composed of a diverse group of employees who represent different demographics, work locations, points of view, roles and levels of seniority. Our Chief Executive Officer serves as chair of the D&I Council and attends all meetings of the D&I Council, along with the rest of our senior leadership team. We also

have a team within our organizational development group that is wholly dedicated to supporting our D&I efforts.

In 2020, we provided funding and support for five employee-led business resource groups (BRGs): a Black/African American Resource Group; an Indigenous/Native American Resource Group; a Latinx/Hispanic American Resource Group; a Veterans Resource Group; and a Women’s Resource Group. Each BRG’s purpose is to promote the attraction, development, motivation and retention of members of traditionally underrepresented groups in our industry and workplace in an effort to drive positive business outcomes. A key factor in the success of our BRGs is the active participation by officer-level executive sponsors and allies from outside the BRG’s underrepresented populations. All employees are invited to become a supporter of one or more of our BRGs.

We embed D&I concepts into our core leadership development curriculum and sponsor a number of internal programs intended to promote D&I. In addition, we seek to give back to the communities where we operate by partnering on initiatives to support underrepresented community members and local charitable organizations.

Employee Safety - The safety of our employees is critical to our operations and success. By monitoring the integrity of our assets and promoting the safety of our employees, we are investing in the long-term sustainability of our businesses. We continuously assess the risks our employees face in their jobs, and we work to mitigate those risks through training, appropriate engineering controls, work procedures and other preventive safety programs. Reducing incidents and improving our personal safety incident rates are important, but we are not focused only on statistics. Low personal safety incident rates alone cannot prevent a large-scale incident, which is why we continue to focus on enhancing our Environmental, Safety and Health management systems and process safety programs, such as key risk/key control identification and knowledge sharing. We endeavor to operate our assets safely, reliably and in an environmentally responsible manner. We maintain mature and robust programs that guide trained staff in the completion of these activities, and we continue to enhance and improve these programs and our internal capabilities. In response to COVID-19, we have taken steps to manage the potential impacts of the COVID-19 outbreak on our employees. We continue to practice remote work procedures when possible to protect the safety of our employees and their families, and have taken extra precautions for our employees who work in the field or need to report to a ONEOK facility, such as increased facility access restrictions, workspace modifications, social distancing, face covering protocols and sanitation procedures. During 2020, ONEOK employees completed more than 50,000 hours of virtual and classroom training focused on employee safety.

2021 Proxy Statement 31

Community Investments  

Health and Welfare - We provide a variety of benefits to help promote the health and welfare of our employees and their families. These benefits include medical, dental and vision plans, virtual health visits and engagement of third-party service providers to offer company on-site and near-site clinics in several of our operating areas, which have access to both rapid antigen and polymerase chain reaction COVID-19 testing. In response to COVID-19, we provided temporary benefit adjustments, including waiving charges for virtual health visits, COVID-19 diagnostic tests and COVID-19 vaccines. Current resources include a dedicated employee information site that houses regular updates regarding COVID-19 and provides resources for prevention best practices, physical health, mental health and caregiver services. Eligible employees also have access, at no charge, to an employee assistance program, a medical second opinion service and a health care concierge service to assist with finding in-network providers and resolving claims. We offer full pay for maternity, paternity or adoption leave of up to 240 hours per qualifying event. We also provide up to $10,000 for reasonable and necessary expenses of a qualifying adoption. Additional benefits provided for the welfare of our employees include, among others, life insurance and long-term disability plans, health and dependent care flexible spending accounts, and full pay while on bereavement and personal and family care leave.

We also provide the opportunity for our employees to help fellow employees through the ONE Trust Fund by contributing donated vacation hours or monetary donations. The ONE Trust Fund is a nonprofit, charitable organization, that serves our employees in times of personal crises due to natural disasters, medical emergencies or other hardships.

Personal and Professional Development - We provide various options to assist with career growth and development. For employees just entering the workforce who desire to advance their career and continue to learn or for the professional who is interested in developing their skills, we provide education and training in a variety of areas, including leadership, functional and industry-specific topics, professional development and skill-building opportunities. Our organizational development and D&I teams provide live virtual classroom training, computer-based self-study and one-on-one coaching that is available to all employees.

We value education and assist eligible employees with the expense of furthering their education in job-related fields, including up to $5,000 per year in qualifying tuition expenses. We also may reimburse employees for certain job-related professional certification examination fees.

Recruiting - We make it a priority to attract, select, develop, motivate, challenge and retain the talent necessary to support our key business strategies. We use targeted recruitment events, maintain strong relationships with area technical schools, colleges and uni-

versities, and we offer compensation benefits and career opportunities that are designed to position us as an employer of choice. In response to COVID-19, we continue to recruit and hire new employees for critical positions through virtual interviews. D&I continue to be a priority in recruiting, and we deploy sourcing strategies designed to access talent from groups that are historically under represented in our industry and workplace.

Retirement - We maintain a 401(k) Plan for our employees and match 100% of employee contributions up to 6% of eligible compensation, subject to applicable tax limits. We also have a defined benefit pension plan covering certain employees and former employees hired prior to January 1, 2005. Employees that do not participate in our defined benefit pension plan are eligible to receive quarterly and annual profit-sharing contributions under our 401(k) Plan. As of December 31, 2020, approximately 96% of eligible employees were contributing to our 401(k) Plan. In first quarter 2020, we opted into the CARES Act 401(k) penalty-free hardship withdrawal and loan deferral programs for employees. For additional information about our retirement benefits, see Note K of the Notes to Consolidated Financial Statements in our 2020 Annual Report.

  COMMUNITY INVESTMENTS

We value being a good corporate citizen and are committed to fostering partnerships between our company, employees and the community. We seek to give back through building partnerships with community organizations and key stakeholders that address local needs and provide resources for all to benefit. Providing community investments, programs and opportunities that encourage and support engagement create shared value by connecting the success of business with societal progress.

We strategically invest in charitable organizations and causes that align with our company’s values, as well as meet community needs by providing valuable services and resources. Through financial contributions and volunteer service, our goal is to enhance the quality of life and economic well-being of our communities while creating a positive environment in which to do business. The ONEOK Foundation enables a consistent level of giving through grants and pledges to non-profit organizations, and ONEOK provides corporate contributions, generally in the form of sponsorships, in support of charitable organizations and events.

We encourage employees to volunteer for company-sponsored projects or serve, using personal time, for charitable or civic boards and organizations. Our Employee Matching Grant program and volunteer service grants further support those efforts.

32

Political Advocacy and Oversight  

During the pandemic, ONEOK remained true to its history and culture by honoring its financial commitments to charitable organizations and providing additional contributions focused on COVID-19 related needs for the communities where employees work and live.

2020 Community Investments Highlights

• Approximately 230 communities in our operating footprint were impacted by one or more of our community investments programs.

• The ONEOK Foundation contributed approximately $5.0 million and ONEOK made corporate contributions of approximately $3.2 million to support local nonprofit organizations.

• Approximately $600,000 was contributed to community organizations for COVID-19 response and relief.

• 43% of total giving was contributed to diversity and inclusion-related requests.

• Total volunteerism (employees/family/friends/retirees): 357 volunteers; 7,486 hours.

• Estimated Value of Total Company Volunteerism: $207,362. (Based on the estimated value per hour of volunteer time of $27.70).

• 259 volunteer service grants were earned by employees through our volunteer program to give to designated charitable organizations for a total of $64,750.

    POLITICAL ADVOCACY AND OVERSIGHT

As a company, we do not make corporate contributions to (1) political candidates, parties, committees or campaigns, or (2) 501(c)(4) organizations (or other tax-exempt entities) formed for political purposes. In addition, in most circumstances we will not make contributions designed to influence the outcome of ballot measures. However, we have in the past, and may in the future, support or oppose specific ballot measures that could impact our company, its employees, assets or operations. In the event we decide to support or oppose a particular ballot measure, we will provide the appropriate disclosure of such support or opposition, including any corporate funds expended for that purpose.

We do, however, actively participate in the political process through the lobbying efforts of our government relations department,

involvement in multiple business and industry trade organizations, and through the ONEOK, Inc. Employee Political Action Committee (ONEOK PAC).

Political contributions to federal, state and local candidates are made by the ONEOK PAC which is entirely funded by voluntary contributions from eligible company employees. The ONEOK PAC’s activities are guided by a steering committee composed of members of senior management and a contribution committee composed of ONEOK PAC members and are subject to comprehensive regulation, including detailed disclosure requirements. ONEOK PAC contributions are reported to the Federal Election Commission and applicable state regulatory authorities. During 2020, the ONEOK PAC made contributions to state and federal candidates for office in the amount of $166,530.

Our government relations team works with state and federal legislators to ensure ONEOK’s inclusion in key legislative issues that affect the company’s ability to operate. We also work with state regulatory authorities on issues that arise with company filings with those authorities. In 2020, we monitored legislation on a variety of issues that could impact our businesses, including natural gas flaring, pipeline safety, local control, eminent domain, infrastructure and operation security and disaster-response efficiency, state and federal tax issues and reclamation and restoration of pipeline rights of way. During 2020, we also paid $91,000 for state and federal lobbying activities. We belong to several industry associations that participate in the political process. These associations promote collaboration between companies within an industry concerning public policy initiatives and represent industry interests in the legislative and regulatory arenas. Our primary purpose in becoming a member of these industry associations is not for political purposes, as we may not agree with all positions taken by industry associations on issues. The benefits that we receive from industry associations are primarily expertise and the ability to gain insight on industry related matters. In 2020, we paid dues of $1,198,128 to 59 trade and industry associations, of which 38% was allocated by those associations to lobby expenses and political expenditures.

Our lobbying and political activities, including the activities of the ONEOK PAC, are reviewed annually by the Corporate Governance Committee of our Board of Directors. We believe this oversight process ensures accountability and transparency for our lobbying and political activities.

2021 Proxy Statement 33

Proposal 1 – Election of Directors

BOARD REFRESHMENT

Our Board recognizes the importance of Board refreshment to help ensure an appropriate balance of experience, expertise and perspective on our Board. Our By-laws and corporate governance guidelines provide a director will retire from the Board no later than immediately prior to the annual meeting of shareholders following the director’s 75th birthday. In accordance with this requirement, Mr. Gary D. Parker would have been required to retire from the Board immediately prior to our 2021 annual meeting of shareholders due to his 75th birthday, which occurred in June 2020. Mr. Parker resigned from the Board effective December 15, 2020.

In anticipation of Mr. Parker’s retirement, in 2020 our Corporate Governance Committee considered several qualified board candidates identified by members of our Board and, effective December 15, 2020, based on the recommendation of the Corporate Governance Committee, our Board elected Gerald B. Smith to our Board. In addition to his broad knowledge of our company from his prior service on our Board, Mr. Smith adds to the Board’s experience, expertise and knowledge in a number of areas, including capital markets, strategic planning and corporate governance.

Your Board of Directors believes that Mr. Smith, along with our incumbent directors, reflect a balanced Board with deep experience and diverse expertise.

ANNUAL ELECTION BY MAJORITY VOTE

Our certificate of incorporation provides for the annual election of directors. Our Board of Directors currently consists of 11 members, each of whose terms will expire at the 2021 annual meeting. As described above, Mr. Parker resigned from the Board and Mr. Smith was elected to the Board, both effective December 15, 2020. Accordingly, the 11 current members of our Board of Directors named in this proxy statement will stand for re-election at the annual meeting.

As more fully described in “Outstanding Stock and Voting—Votes Required—Proposal 1—Election of Directors,” our By-laws provide for majority voting for directors in uncontested elections and our corporate governance guidelines require that a nominee for director who does not receive the requisite majority vote in an uncontested election must promptly tender his or her resignation to our Board of Directors for its consideration.

The persons named in the accompanying proxy card intend to vote such proxy in favor of the election of each of the nominees named below, who are all currently directors, unless the proxy provides for a vote against the director. Although the Board has no reason to believe that the nominees will be unable to serve as directors, if a nominee withdraws or otherwise becomes unavailable to serve, the persons named as proxies will vote for any substitute nominee designated by the Board, unless contrary instructions are given on the proxy. Except for these nominees, no other person has been recommended to our Board as a potential nominee or otherwise nominated for election as a director.

BOARD QUALIFICATIONS

Our corporate governance guidelines provide that our Corporate Governance Committee will evaluate the qualifications of each director candidate and assess the appropriate mix of skills and characteristics required of board members in the context of the perceived needs of the Board at a given point in time. Each director also is expected to:

• Exhibit high standards of integrity, commitment and independence of thought and judgment;

• Use his or her skills and experiences to provide independent oversight to the business of our company;

• Be willing to devote sufficient time to carrying out his or her duties and responsibilities effectively;

• Devote the time and effort necessary to learn the business of the company and the Board;

• Represent the long-term interests of all shareholders; and

• Participate in a constructive and collegial manner.

Director Diversity and Core Competencies

Our governance guidelines provide that, in nominating candidates, the Board will endeavor to establish director diversity in personal background, race, gender, age and nationality, and to maintain a mix that includes, but is not limited to, the following areas of core competency: accounting and finance; investment banking; business judgment; management; energy industry knowledge; operations; leadership; strategic vision; law; and corporate relations.

34

Summary of Director Qualifications and  Experience  

SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

This table provides a summary view of the qualifications and attributes of each director nominee.

2021 Proxy Statement 35

Board Diversity   

BOARD TENURE

Directors with varied tenure contribute to a range of perspectives and ensure we transition knowledge and experience from longer-serving members to those newer to our Board. We have a diverse mix of new and long-standing directors. The average tenure of a board member is 9.63 years as of the 2021 annual meeting.

BOARD DIVERSITY

Our directors represent a range of backgrounds and overall experience. In recent years, our Governance Committee has focused on ensuring continued diversity on the Board during refreshment activities by ensuring that candidate pools include diverse individuals meeting the recruitment criteria. Our director nominees range from 62 to 72 years of age, with the average age being 66.27 years, as of the 2021 annual meeting.

Your Board of Directors believes that each nominee to our Board possesses the necessary integrity, skills and qualifications to serve on our Board and that their individual and collective skills and qualifications provide them with the ability to engage management and each other in a constructive and collaborative fashion and, when necessary and appropriate, challenge management in the execution of our business operations and strategy.

Set forth on the following pages is certain information with respect to each nominee for election as a director, each of whom is a current director. Your Board unanimously recommends a vote FOR each nominee.

36

Director Nominees   

DIRECTOR NOMINEES

Brian L. Derksen   Age 69 Director since 2015 Independent Committees:     Audit (Vice Chair)     Corporate Governance

Career Highlights:

• Served as Global Deputy Chief Executive Officer of Deloitte Touche Tohmatsu Limited (“DTTL”) from 2011 until 2014.

• Served as Deputy Chief Executive Officer of Deloitte LLP (“Deloitte U.S.”) from 2003 to 2011.

• Served as Managing Partner of the financial advisory business and the Mid-America region of Deloitte U.S. In fulfilling his roles for DTTL and Deloitte U.S., he acted in his capacity as a partner in Deloitte U.S. He retired as a partner of Deloitte U.S. in May 2014.

• Certified Public Accountant.

• During the period from November 2014 through May 2015, he was engaged to serve as an independent consultant in the information technology sector.

• Holds a Bachelor of Science degree from the University of Saskatchewan (Canada) and a Master of Business Administration degree from Duke University’s Fuqua School of Business.

Other Boards:

• A member of the Board of Directors of Brookshire Grocery Company, a private company.

• Chairman of the Board of Directors of Dye & Durham Limited, a public company traded on the Toronto Stock Exchange.

Skills and Qualifications:

• Extensive experience and expertise in accounting, auditing, financial reporting, taxation and management consulting.

• Extensive senior executive experience provides him with particular expertise in leadership, strategic vision and corporate governance matters.

Julie H. Edwards   Age 62 Director since 2007 Independent Committees:     Corporate Governance (Chair)

Career Highlights:

• Retired in 2007 from Southern Union Company where she served as Senior Vice President-Corporate Development from November 2006 to January 2007 and as Senior Vice President and Chief Financial Officer from July 2005 to November 2006.

• Served as an executive officer of Frontier Oil Corporation, having served as Chief Financial Officer from 1994 to 2005 and as Treasurer from 1991 to 1994.

• Served as an investment banker with Smith Barney, Harris, Upham & Co., Inc. in New York and Houston, after joining the company as an associate in 1985, when she graduated from the Wharton School of the University of Pennsylvania with an M.B.A.

• Served as an exploration geologist in the oil industry, having earned a Bachelor of Science in Geology and Geophysics from Yale University in 1980.

• Former member of the Board of Directors of Noble Corporation, plc a U.K.-based offshore drilling contractor, where she served on the Compensation and Finance Committees and was Chair of the Nominating and Governance Committee, and a former member of the Board of Directors of NATCO Group, Inc., a privately owned oil field services and equipment manufacturing company, from 2004 until its sale to Cameron International Corporation in November 2009.

• Served on the ONEOK Board of Directors in 2004 and 2005 and was also a member of the Board of Directors of ONEOK Partners GP, L.L.C., from 2009 until the consummation of the merger transaction with ONEOK in June 2017.

Other Boards:

• None.

Skills and Qualifications:

• Broad experience and understanding of various segments within the energy industry (exploration and production, refining and marketing, natural gas transmission, processing and distribution, production technology and contract drilling), and significant senior accounting, finance, capital markets, corporate development and management experience and expertise.

• Demonstrated leadership and has been effective in her role as immediate past chair of our Audit Committee and as current chair of our Corporate Governance Committee.

2021 Proxy Statement 37

Director Nominees   

John W. Gibson   Age 68 Director since 2006 Non-Independent (Chairman of the Board)

Career Highlights:

• Nonexecutive Chairman of the Board of ONEOK, Inc.

• Served as ONEOK’s Chief Executive Officer from January 2007, to January 2014.

• Appointed Chairman of the Board of ONEOK, Inc. in May 2011, and served as the President from 2010 through 2011.

• Appointed Chairman of the Board of ONEOK Partners GP, L.L.C., the sole general partner of ONEOK Partners, L.P. in 2007 and served in that capacity until the consummation of the merger transaction with ONEOK in June 2017.

• Served as Chief Executive Officer of ONEOK Partners GP, L.L.C. from 2007 until January 2014 and served as President from 2010 through 2011.

• Served as President of ONEOK Energy Companies from 2005 until May 2006, which included our natural gas gathering and processing, natural gas liquids, pipelines and storage and energy services business segments.

• Joined ONEOK in May 2000 and served as President, Energy until 2005.

• Served as an Executive Vice President at Koch Energy, Inc., a subsidiary of Koch Industries, until May 2000.

• Spent 18 years with Phillips Petroleum Company in a variety of domestic and international positions in its natural gas, natural gas liquids and exploration and production businesses.

• Began his career in the energy industry in 1974 as a refinery engineer with Exxon USA.

• Holds a Bachelor of Science degree in Engineering from Missouri University of Science and Technology, formerly known as the University of Missouri at Rolla.

Other Boards:

• Serves as the nonexecutive Chairman of the Board of ONE Gas, Inc., where he serves on the Executive Committee.

Skills and Qualifications:

• Direct responsibility for and extensive experience in strategic and financial planning, acquisitions and divestitures, operations, management supervision and development, and compliance.

• Significant experience in assessing acquisition opportunities and in structuring, financing and completing merger and acquisition transactions.

• Extensive management and operational experience, and demonstrates a strong track record of leadership, strategic vision and risk management.

Mark W. Helderman   Age 63 Director since 2019 Independent Committees:     Executive Compensation     Corporate Governance

Career Highlights:

• Held positions of increasing responsibility from 1997 through January 2019, at Sasco Capital Inc., an independent, institutional investment firm focused primarily on corporate turnarounds, restructurings and transformations, until he retired as Managing Director and Co-Portfolio Manager.

• Worked in equity research and sales for Roulston Research Company from 1989 to 1996 and for McDonald & Company from 1986 to 1989, both in Cleveland, Ohio.

Other Boards

• None.

Skills and Qualifications

• More than 30 years of experience in the U.S. equities markets, including constructive engagement with senior management teams to develop a deep understanding of their corporate vision, value creation philosophy, commitment to long-term sustainable value and shareholder alignment.

• Experience in more than 50 strategic, transformational restructurings spanning several industries including the energy value chain from upstream exploration and production, onshore and offshore oil field services, midstream, downstream petrochemicals and refining, regulated utilities and merchant energy.

• More than 20 years of broad experience as an analyst in the commodity, energy, industrial and utility sectors.

• Extensive financial experience and expertise.

38

Director Nominees   

Randall J. Larson   Age 63 Director since 2015 Independent Committees:     Audit (Chair)

Career Highlights:

• Served as Chief Executive Officer of the general partner of TransMontaigne Partners L.P. from September 2006 to August 2009; as Chief Financial Officer from January 2003 to September 2006; and Controller from May 2002 to January 2003.

• Served as a partner with KPMG LLP in its Silicon Valley and National (New York City) offices from July 1994 to May 2002.

• Served as a Professional Accounting Fellow in the Office of Chief Accountant of the United States Securities and Exchange Commission from July 1992 to July 1994.

• Holds a Bachelor of Business Administration degree from the University of Wisconsin – Eau Claire, and a Master of Business Administration degree from the University of Wisconsin—Madison.

Other Boards:

• Served on the board of directors, where he was chair of the Audit Committee and a member of the Conflicts Committee, of Valero Energy Partners GP LLC prior to its merger with Valero Energy Corp.

• Served as a director of the general partner of MarkWest Energy Partners, L.P. prior to its merger with MPLX LP where he was chair of the Audit Committee and a member of the Compensation Committee.

• Served as a director of the general partner of Oiltanking Partners, L.P. where he was chair of the Audit Committee and a member of the Conflicts Committee from August 2011 through February 2014.

Skills and Qualifications:

• Broad experience and understanding of the energy industry and significant senior public accounting, finance, capital markets and corporate development experience and expertise.

• Extensive executive, managerial, industry and financial experience and expertise.

Steven J. Malcolm   Age 72 Director since 2012 Independent Committees:     Executive Compensation     Corporate Governance

Career Highlights:

• Served as President of The Williams Company, Inc. (“Williams”) from September 2001 until January 2011; Chief Executive Officer of Williams from January 2002 to January 2011; and Chairman of the Board of Directors of Williams from May 2002 to January 2011.

• Served as Chairman of the Board and Chief Executive Officer of Williams Partners GP LLC from 2005 to January 2011.

• Served as Executive Vice President of Williams from May 2001 to September 2001; and Chief Operating Officer of Williams from September 2001 to January 2002.

• Served as President and Chief Executive Officer of Williams Energy Services, LLC, a subsidiary of Williams, from 1998 to 2001.

• Served as Senior Vice President and General Manager of Williams Field Services Company, a subsidiary of Williams, from 1994 to 1998.

• Joined Williams in 1984 and performed roles of increasing responsibility related to business development, gas management and supply, and gathering and processing.

• Began his career at Cities Service Company in refining, marketing and transportation services in 1970.

• Served as member of the Board of Directors of ONEOK Partners GP, L.L.C., the sole general partner of ONEOK Partners, L.P. from 2012 until the consummation of the merger transaction with ONEOK in June 2017.

Other Boards:

• Serves as a director of BOK Financial Corporation, where he serves on the Risk and Independent Compensation Committees.

• Serves on the boards of the YMCA of Greater Tulsa, the YMCA of the USA, the Oklahoma Center for Community and Justice and the Missouri University of Science and Technology Board of Trustees.

Skills and Qualifications:

• Demonstrated leadership and has been effective in his role as immediate past chair of our Executive Compensation Committee.

• Extensive industry, financial, corporate governance, public policy and government, operating and compensation experience and a strong track record of leadership and strategic vision.

2021 Proxy Statement 39

Director Nominees   

Jim W. Mogg   Age 72 Director since 2007 Independent Committees:     Audit     Corporate Governance

Career Highlights:

• Served as Chairman of the Board of DCP Midstream GP, LLC, the general partner of DCP Midstream Partners, L.P., from August 2005 to April 2007. Involved in launching DCP Midstream Partners as a public company.

• Served as Group Vice President, Chief Development Officer and advisor to the Chairman of Duke Energy Corporation, and, in that capacity, was responsible for the merger and acquisition, strategic planning and human resources activities of Duke Energy from January 2004 to September 2006. Duke Energy affiliates, Crescent Resources and TEPPCO Partners, LP, reported to Mr. Mogg, and he was the executive sponsor of Duke Energy’s Finance and Risk Management Committee of the Board of Directors.

• Served as President and Chief Executive Officer of DCP Midstream, LLC from December 1994 to March 2000, and as Chairman, President and Chief Executive Officer from April 2000 through December 2003. Under his leadership, DCP Midstream became the nation’s largest producer of natural gas liquids and one of the largest gatherers and processors of natural gas. DCP Midstream achieved this significant growth via acquisitions, construction and optimization of assets.

Other Boards:

• Serves on the boards of directors of HighPoint Resources Corporation where he is the nonexecutive Chairman of the Board and serves on the Compensation, Nominating and Corporate Governance and Reserves and EHS Committees, and Matrix Service Company, where he is the nonexecutive Chairman of the Board.

• Served on the Board of Directors of ONEOK Partners GP, L.L.C., the sole general partner of ONEOK Partners, L.P. from 2009 until the consummation of the merger transaction with ONEOK in June 2017.

• Served as Vice Chairman of TEPPCO Partners, LP of which DCP Midstream was the general partner, from April 2000 to May 2002 and Chairman from May 2002 to February 2005.

Skills and Qualifications:

• Extensive senior management experience in a variety of sectors in the oil and natural gas industry because of his service at DCP Midstream and Duke Energy where he demonstrated a strong track record of achievement and sound judgment.

• Significant experience in assessing acquisition opportunities and in structuring, financing and completing merger and acquisition transactions.

• Extensive corporate and limited partnership governance experience.

• Extensive industry and executive managerial experience and expertise.

Pattye L. Moore   Age 63 Director since 2002 Independent Committees:     Executive Compensation (Chair)

Career Highlights:

• Served as the nonexecutive Chair of the Board of Red Robin Gourmet Burgers, a restaurant chain, from February 2010 to November 2019. Ms. Moore retired from the Red Robin Board at the end of 2019.

• Served as interim Chief Executive Officer of Red Robin from April 2019 to October 2019.

• Served on the Board of Directors of Sonic Corp. from 2000 through January 2006 and was the President of Sonic from January 2002 to November 2004.

• Held numerous senior management positions during her 12 years at Sonic, including Executive Vice President, Senior Vice President-Marketing and Brand Development and Vice President-Marketing.

• Is a business strategy consultant, speaker and the author of “Confessions from the Corner Office,” a book on leadership instincts, published by Wiley & Sons in 2007.

Other Boards:

• Serves as a director of ONE Gas, Inc. where she serves on the Audit, Corporate Governance and Executive Committees and is Chair of the Executive Compensation Committee.

• Serves on the Board of Directors of QuikTrip Corporation, a privately held company.

• Served as Chairman of the Board of the National Arthritis Foundation.

Skills and Qualifications:

• Extensive senior management, marketing, business strategy, brand development and corporate governance experience.

• Extensive experience in leadership, management development, strategic planning, corporate governance and executive compensation.

• Extensive experience as a member of the board of directors of numerous nonprofit organizations.

• Named an NACD Board Leadership Fellow by the National Association of Corporate Directors and is a recipient of the 2017 Directorship 100 award.

40

Director Nominees   

Eduardo A. Rodriguez   Age 65 Director since 2004 Independent Committees:     Executive Compensation (Vice Chair)     Corporate Governance (Vice Chair)

Career Highlights:

• Serves as President of Strategic Communications Consulting Group since 2005.

• Served as Executive Vice President and a member of the board of directors of Hunt Building Corporation, a privately held company engaged in construction and real estate development headquartered in El Paso, Texas.

• Spent 20 years in the electric utility industry at El Paso Electric Company, a publicly traded, investor-owned utility, where he served in various senior-level executive positions, including General Counsel, Senior Vice President for Customer and Corporate Services, Executive Vice President and as Chief Operating Officer.

Other Boards:

• Serves as a director of ONE Gas, Inc. where he serves on the Audit, Executive Compensation and Executive Committees and is Chair of the Corporate Governance Committee.

Skills and Qualifications:

• Extensive senior management, operational, entrepreneurial and legal experience in a variety of industries.

• A licensed attorney in the states of Texas and New Mexico and is admitted to the United States District Court for the Western District of Texas.

• Mr. Rodriguez has practiced law for more than 40 years.

• Extensive legal and business, strategic planning, corporate governance and regulatory compliance experience and expertise.

Gerald B. Smith   Age 70 Director since 2020 Independent Committees:     Audit     Corporate Governance

Career Highlights:

• Serves as Chairman and Chief Executive Officer of Smith Graham & Co., an investment management firm he founded in 1990.

• Served as a director of Cooper Industries plc from 2000 until 2012 and served as lead independent director of Cooper Industries from 2007 until 2012.

• Served as Senior Vice President and Director of Fixed Income of Underwood Neuhaus & Company.

Other Boards:

• Serves as a director of Eaton Corporation plc since 2012 where he serves on the Executive and Finance Committees and is Chair of the Audit Committee.

• Serves as a Director and Chair of the Investment Committee of the New York Life Insurance Company.

• Serves as a Chairman of the Texas Southern University Foundation Board.

• Serves as a director and Chair of the Budget Planning Committee of the Federal Reserve Bank of Dallas and is a former director of the Federal Reserve Bank of Dallas, Houston branch.

• Serves as a director of the Greater Houston Partnership.

• Former Board of Trustees member and Chair of the Investment Oversight Committee for the Charles Schwab Family of Funds.

• Former Board Member of ONEOK, Inc. from 2009 to 2013 and also served on the Audit and Executive Compensation Committees.

• Former Board Member of ONEOK Partners, L.P. from 2006 to 2013 where he served as Chair of the Audit Committee.

Skills and Qualifications:

• Mr. Smith has expertise in finance, portfolio management and marketing through executive positions in the financial services industry.

• Experience as director of companies in the oil and gas and energy services businesses has provided him with valuable insight into markets in which ONEOK also participates.

• Past experience as lead independent director of Cooper provides ongoing institutional knowledge of legacy Cooper businesses and provides him valuable insight on financial, operational and strategic matters.

2021 Proxy Statement 41

Director Nominees   

Terry K. Spencer   Age 61 Director since 2014 Non-Independent (Chief Executive Officer)

Career Highlights:

• President and CEO of ONEOK, Inc.

• Served as Chief Executive Officer from 2014 and a member of the Board of Directors from 2010 of ONEOK Partners GP, L.L.C., the sole general partner of ONEOK Partners, L.P. until the consummation of the merger transaction with ONEOK in June 2017.

• Served as Chief Operating Officer of ONEOK Partners GP, L.L.C.

• Served as Executive Vice President, with responsibilities for ONEOK Partners, L.P.’s natural gas liquids gathering and fractionation, and pipeline segments, as well as the company’s energy services segment from 2007-2009.

• Became President of natural gas liquids in 2006.

• Became Senior Vice President of our natural gas liquids business following the asset acquisition from Koch in 2005.

• Served as Vice President of natural gas supply and project development in the natural gas gathering and processing segment.

• Joined ONEOK in 2001 as Director, project development, of natural gas gathering and processing.

• Holds a Bachelor of Science degree in petroleum engineering from the University of Alabama in Tuscaloosa.

Other Boards:

• Serves as a member of the Gas Processors Association Board of Directors, where he is a member of its executive and finance committees.

Skills and Qualifications:

• Extensive experience in strategic and financial planning, acquisitions and divestitures, operations, management supervision and development, and compliance.

• Significant experience in assessing acquisition opportunities and in structuring, financing and completing merger and acquisition transactions.

• Extensive management and operational experience and has demonstrated a strong track record of leadership, strategic vision and risk management.

42

Proposal 2 – Ratify the Selection of

PricewaterhouseCoopers LLP as our Independent

Registered Public Accounting Firm for the Year

Ending December 31, 2021

RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021

The Audit Committee has the sole authority and responsibility to evaluate, hire and, where appropriate, replace the company’s independent auditor and, in its capacity as a committee of our Board of Directors, is directly responsible for the appointment, compensation and general oversight of the work of the independent auditor. The Audit Committee is also responsible for approving the audit and permissible non-audit services provided by the independent auditor and the associated fees.

The Audit Committee evaluates the performance of our independent auditor, including the senior audit engagement team, each year and determines whether to re-engage the current independent auditor or consider other audit firms. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors, the auditors’ capabilities, the auditors’ technical expertise and knowledge of our operations and industry and the impact to the company in changing auditors. In connection with the mandated rotation of the independent auditor’s lead engagement partner, the Audit Committee and its chairperson are directly involved in the selection of the new lead engagement partner.

Based on this evaluation, the Audit Committee has appointed PricewaterhouseCoopers LLP to serve as our independent auditor for the fiscal year ending December 31, 2021. PricewaterhouseCoopers LLP has served as our independent auditor for 14 years and is considered by management to be well qualified. Further, the Audit Committee and the Board of Directors believe that the continued retention of PricewaterhouseCoopers LLP to serve as our independent auditor is in the best interests of the company and its shareholders.

Our Board of Directors has ratified the selection by our Audit Committee of PricewaterhouseCoopers LLP to serve as our independent (consistent with Securities and Exchange Commission and NYSE policies regarding independence) registered public accounting firm for 2021. As a matter of good corporate governance, the Audit Committee submits its selection of our independent auditor to our shareholders for ratification. If the shareholders should not ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee will reconsider the appointment. In carrying out its duties in connection with the 2020 audit, PricewaterhouseCoopers LLP had unrestricted access to our Audit Committee to discuss audit findings and other financial matters. Representatives of PricewaterhouseCoopers LLP will be present at the annual meeting to answer

appropriate questions. They also will have the opportunity to make a statement if they desire to do so.

Approval of this proposal to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the voting power of the shareholders present online or by proxy and entitled to vote on this proposal at the meeting. Abstentions will have the effect of a vote against the proposal.

Your Board unanimously recommends a vote FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.

AUDIT AND NON-AUDIT FEES

Audit services provided by PricewaterhouseCoopers LLP during the 2020 and 2019 fiscal years included an integrated audit of our consolidated financial statements and internal control over financial reporting, review of our unaudited quarterly financial statements, consents and review of documents filed with the Securities and Exchange Commission and performance of certain agreed-upon procedures.

The following table presents fees paid for services rendered by PricewaterhouseCoopers LLP for the years ended December 31, 2020 and 2019:

	(Thousands of Dollars)
	2020		2019
Audit fees		$2,406		$2,327
Audit related fees1		$   119		$     25
Tax fees2		$   135		$   107
All other fees3		$       7		$       4
Total		$2,667		$2,463

1  This category includes fees for assurance and related services which are reasonably related to the audit of our financial statements.

2  This category includes fees associated with tax compliance, consultation and planning services.

3  This category includes fees for products and services provided to us not otherwise included in the categories above.

2021 Proxy Statement 43

2021 Report of the Audit Committee    

AUDIT COMMITTEE POLICY ON SERVICES PROVIDED BY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consistent with Securities and Exchange Commission and NYSE policies regarding auditor independence, the Audit Committee has the responsibility for appointing, setting compensation and overseeing the work of our independent auditor. In furtherance of this responsibility, the Audit Committee has established a policy with respect to the pre-approval of audit and permissible non-audit services provided by our independent auditor. All of the 2020 and 2019 audit and non-audit services provided by PricewaterhouseCoopers LLP were pre-approved by the Audit Committee in accordance with this policy.

Prior to engagement of PricewaterhouseCoopers LLP as our independent auditor for the 2021 audit, a plan was submitted to and approved by the Audit Committee setting forth the audit services expected to be rendered during 2021, which are composed of work performed in the audit of our financial statements and to attest and report on our internal controls over financial reporting, as well as work that only the independent auditor can reasonably be expected to provide, including quarterly review of our unaudited financial statements, comfort letters, statutory audits, attest services, consents and assistance with the review of documents filed with the Securities and Exchange Commission.

The Audit Committee has adopted a policy that provides that fees for audit, audit related and tax services that are not included in the independent auditor’s annual services plan, and for services for which fees are not determinable on an annual basis, are pre-approved if the fees for such services will not exceed $75,000. In addition, the policy provides that the Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

2021 REPORT OF THE AUDIT COMMITTEE

The purpose of the Audit Committee is to assist the Board of Directors with the oversight of the integrity of the company’s financial statements and internal control over financial reporting, the company’s compliance with legal and regulatory requirements, the independence, qualifications and performance of the company’s independent auditor and the performance of the company’s internal audit function. The Audit Committee’s function is more fully described in its charter, which the Board reviews and approves on an annual basis. The charter is on and may be printed from the company’s website at www.oneok.com and is also available from the company’s corporate secretary upon request. The Board of Directors annually reviews the definition of “independence” for audit

committee members contained in the listing standards for the NYSE and applicable rules of the Securities and Exchange Commission, as well as our director independence guidelines, and has determined that each member of the Audit Committee is independent under those standards.

Management is responsible for the preparation, presentation and integrity of the company’s financial statements, accounting and financial reporting principles, internal controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The company’s independent auditor, PricewaterhouseCoopers LLP, is responsible for performing an independent audit of the company’s consolidated financial statements and the company’s internal control over financial reporting and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles and on the effectiveness of the company’s internal control over financial reporting.

In this context, the Audit Committee has met and held discussions with management and the company’s independent auditor, PricewaterhouseCoopers LLP, regarding the fair and complete presentation of the company’s financial results and management’s report on its assessment of the company’s internal control over financial reporting. The Audit Committee has discussed the significant accounting policies applied by the company in its financial statements, as well as alternative treatments. Management has represented to the Audit Committee that the company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the company’s independent auditor.

The Audit Committee has also reviewed and discussed with both management and the independent auditor management’s assessment of the company’s internal control over financial reporting. In addition, the Audit Committee has discussed the independent auditor’s report on the company’s internal control over financial reporting. The Audit Committee has also discussed with the company’s independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission.

In addition, the Audit Committee has discussed with the independent auditor the firm’s independence from the company and its management, including the matters in the written disclosures and the letter received from PricewaterhouseCoopers LLP as required by the applicable requirements of the Public Company Accounting Oversight Board (United States) regarding the independent auditor’s communications with the Audit Committee concerning independence. While non-audit services provided by PricewaterhouseCoopers LLP did not impact the Audit Committee’s

44

2021 Report of the Audit Committee    

determination of PricewaterhouseCoopers LLP’s independence in 2019 or 2020, the Audit Committee will also consider in the future whether the provision of non-audit services to the company by PricewaterhouseCoopers LLP is compatible with maintaining that firm’s independence. The Audit Committee has concluded that PricewaterhouseCoopers LLP is independent from the company and its management.

The Audit Committee discussed with the company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with both the internal and independent auditors, with and without management present, to discuss the results of their examinations, the assessments of the company’s internal control over financial reporting and the overall quality of the company’s financial reporting. Based on the review and discussions referred to above, the Audit Committee recom-

mended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited financial statements of the company as of and for the year ended December 31, 2020, in the company’s Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the Securities and Exchange Commission.

Respectfully submitted by the members of the Audit Committee of the Board of Directors.

Randall J. Larson, Chair

Brian L. Derksen, Vice Chair

Jim W. Mogg, Member

Gerald B. Smith, Member

2021 Proxy Statement 45

Stock Ownership

HOLDINGS OF MAJOR SHAREHOLDERS

The following table sets forth the beneficial owners of 5% or more of our common stock known to us at December 31, 2020.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	49,297,478	11.09%1
Common Stock	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	38,732,840	8.70%2
Common Stock	State Street Corporation State Street Financial Ctr. One Lincoln Street Boston, MA 02111	25,977,227	5.85%3
1  Based upon an amendment to Schedule 13G filed with the Securities and Exchange Commission on February 10, 2021, in which The Vanguard Group, Inc. reported that, as of December 31, 2020, The Vanguard Group, Inc. directly and through its wholly-owned subsidiaries, beneficially owned in the aggregate 49,297,478 shares of our common stock. Of such shares, The Vanguard Group, Inc. reported it had sole dispositive power with respect to 47,111,998 shares, shared dispositive power with respect to 2,185,480 shares, and shared voting power with respect to 953,307 shares.
2  Based upon an amendment to Schedule 13G filed with the Securities and Exchange Commission on January 29, 2021, in which BlackRock, Inc. reported that, as of December 31, 2020, BlackRock, Inc. through certain of its subsidiaries, beneficially owned in the aggregate 38,732,840 shares of our common stock with respect to which BlackRock, Inc. had sole voting power with respect to 34,837,674 shares, and sole dispositive power with respect to 38,732,840 shares.
3  Based upon a Schedule 13G filed with the Securities and Exchange Commission on February 9, 2021, in which State Street Corporation reported that, as of December 31, 2020, State Street Corporation, through certain of its direct or indirect subsidiaries, beneficially owned in the aggregate 25,977,227 shares of our common stock with respect to which State Street Corporation had shared dispositive power with respect to 25,973,327 shares and shared voting power with respect to 23,886,995 shares.

46

Holdings of Officers and Directors  

HOLDINGS OF OFFICERS AND DIRECTORS

The following table sets forth the number of shares of our common stock beneficially owned as of March 1, 2021, by (1) each director and nominee for director, (2) each of the executive officers named in the Summary Compensation Table for Fiscal 2020 under the caption “Executive Compensation Discussion and Analysis” in this proxy statement, and (3) all directors and executive officers as a group.

Name of Beneficial Owner	Shares of ONEOK Common Stock Beneficially Owned 1		ONEOK Directors’ Deferred Compensation Plan Phantom Stock 2		Total Shares of ONEOK Common Stock Beneficially Owned Plus ONEOK Directors’ Deferred Compensation Plan Phantom Stock		ONEOK Percent of Class 3
Kevin L. Burdick		113,149		0		113,149	*
Brian L. Derksen		13,800		19,310		33,110	*
Julie H. Edwards		53,819		3,441		57,260	*
John W. Gibson		968,222		24,468		992,690	*
Mark W. Helderman		46,299		0		46,299	*
Walter S. Hulse III		133,596		0		133,596	*
Randall J. Larson		20,032		0		20,032	*
Steven J. Malcolm		26,685		0		26,685	*
Robert F. Martinovich 4		288,664		0		288,664	*
Jim W. Mogg		1,970		90,316		92,286	*
Pattye L. Moore		3,379		146,345		149,724	*
Eduardo A. Rodriguez		20,007		10,379		30,386	*
Gerald B. Smith		0		1,361		1,361	*
Terry K. Spencer		719,432		0		719,432	*
Sheridan C. Swords 5		193,392		0		193,392	*
All directors and executive officers as a group		2,807,592		295,620		3,103,212	*
* Less than 1%.
1  Includes shares of common stock held by members of the family of the director or executive officer for which the director or executive officer has sole or shared voting or investment power, shares of common stock held in our Direct Stock Purchase and Dividend Reinvestment Plan, and shares held through our 401(k) Plan. Of the directors and named executive officers, only Messrs. Martinovich and Spencer hold shares through our 401(k) Plan. As of March 1, 2021, the trustee of our 401(k) Plan held 19,753 shares of our common stock on behalf of Mr. Martinovich, 35,387 shares of our common stock on behalf of Mr. Spencer, and 83,481 shares of our common stock on behalf of all directors and executive officers as a group. 2  Represents shares of phantom stock credited to a director’s account under our Deferred Compensation Plan for Non-Employee Directors. Each share of phantom stock is equal to one share of our common stock. Phantom stock has no voting or other shareholder rights, except that dividend equivalents are paid on phantom stock and reinvested in additional shares of phantom stock based on the closing price of our common stock on the NYSE on the date the dividend equivalent was paid. Shares of phantom stock do not give the holder beneficial ownership of any shares of our common stock because they do not give such holder the power to vote or dispose of any shares of our common stock. 3  The percent of our voting securities owned is based on our outstanding shares of common stock on March 1, 2021. 4  Excludes 11,418 shares, the receipt of which was deferred by Mr. Martinovich upon vesting in January 2011, under the deferral provisions of our Equity Compensation Plan, which shares will be issued to Mr. Martinovich following his separation of service from our company and in accordance with the terms of the Equity Compensation Plan. 5  Excludes 2,770, 11,412 and 5,416 shares, the receipt of which was deferred by Mr. Swords upon vesting in January 2010, January 2011 and February 2014, respectively, under the deferral provisions of our Equity Compensation Plan, which shares will be issued to Mr. Swords upon his separation of service from our company and in accordance with the terms of the Equity Compensation Plan.

2021 Proxy Statement 47

Executive Compensation

Discussion and Analysis

EXECUTIVE SUMMARY

Recent Developments

Our Executive Compensation Discussion and Analysis (“CD&A”) focuses on our 2020 compensation programs and decisions relative to our 2020 performance. The 2020 short-term incentive payouts described in this CD&A considered our financial, safety and environmental performance in 2020, as well as the company’s 2020 performance in responding to the direct and indirect impacts of COVID-19 related events and associated challenges, and the payouts upon the vesting of performance units reflects our total shareholder return relative to our peer group, through February 2020. As described further in this CD&A, our executive compensation program is designed to strongly align realizable compensation with performance and thus, for example, the value of executives’ stock awards is aligned with, and impacted by, changes in our stock price.

Our Business

We are incorporated under the laws of the state of Oklahoma, and our common stock is listed on the NYSE under the trading symbol “OKE.” We are a leading midstream service provider and own one of the nation’s premier NGL systems, connecting NGL supply in the Rocky Mountain, Permian and Mid-Continent regions with key market centers. We also own and operate an extensive network of natural gas gathering, processing, storage and transportation assets. We apply our core capabilities of gathering, processing, fractionating, transporting, storing and marketing natural gas and NGLs through vertical integration across the midstream value chain to provide our customers with premium services while generating consistent and sustainable earnings growth.

Business Highlights

• Business Update and Market Conditions. We operate primarily fee-based businesses in each of our three reportable segments, and our consolidated earnings were more than 90% fee-based in 2020.

Late in the first quarter 2020, the energy industry experienced historic events that led to a simultaneous demand and supply disruption. The World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide, which contributed to a massive economic slowdown and decreased demand for crude oil. In addition, Saudi Arabia and Russia increased production of crude oil as the two countries competed for market share. As a result, the global supply of crude oil significantly exceeded demand and led to a

collapse in crude oil prices. Crude oil prices and the related impact on crude oil drilling impacts our business due to associated natural gas, which is natural gas produced by oil wells. Associated natural gas contains NGLs. The decline of crude oil prices resulted in crude oil and associated natural gas and NGL production being curtailed in the second quarter 2020.

We are still experiencing global and regional economic disruptions due primarily to COVID-19; however, in the third quarter 2020, many of our producers reversed curtailments, bringing volumes back to pre-COVID-19 levels as prices and demand significantly improved from second quarter 2020 lows.

We continue to monitor producers’ drilling, completion and production plans, which are increasingly positive as commodity prices have stabilized and improved, and our expectations for 2021 include the potential for an improving pace of drilling and completion activity.

• Financial Performance. Our 2020 consolidated operating income was approximately $1.4 billion, compared with approximately $1.9 billion in 2019. 2020 net income was approximately $612.8 million compared with 2019 net income of approximately $1.3 billion. Our 2020 operating income and net income include noncash impairment charges of $607.2 million and $644.9 million, respectively.

• Dividend Increase. During 2020, we paid total cash dividends of $3.74 per share, an increase of approximately 6% compared with the $3.53 per share paid during 2019. In February 2021, we paid a quarterly dividend of $0.935 per share ($3.74 per share on an annualized basis), unchanged from the quarterly dividend paid in February 2020.

2020 Executive Compensation Highlights

During a challenging year, management has strengthened the company’s position in the current uncertain and volatile industry climate. We believe a meaningful portion of this success is related to our incentive compensation program, which is designed to pay for performance and to closely align our executives’ interests with those of our shareholders. Our named executive officers for 2020 were Terry K. Spencer, Walter S. Hulse III, Kevin L. Burdick, Robert F. Martinovich, and Sheridan C. Swords (referred to throughout as our “named executive officers”).

The Committee’s primary recommendations to our Board of Directors, which the Board subsequently approved in February 2020, regarding 2020 compensation of our named executive officers are summarized

48

Executive Summary  

below. These actions were taken to more competitively align the compensation levels of our named executive officers with our energy peers.

• Increasing Mr. Spencer’s base salary by $25,000 (3.0%) and his long-term incentive target by $250,000 (5.6%).

• Increasing Mr. Hulse’s long-term incentive target by $350,000 (28%) and his short-term incentive target by 10%.

• Increasing Mr. Burdick’s long-term incentive target by $350,000 (28%) and his short-term incentive target by 10%.

• Increasing Mr. Swords’ base salary by $25,000 (5.3%), his long-term incentive target by $400,000 (47.1%) and his short-term incentive target by 5%.

• Increasing Mr. Martinovich’s long-term incentive target by $250,000 (33.3%) and his short-term incentive target by 5%.

• Maintaining the metrics under our annual short-term cash incentive plan for 2020 as two financial metrics—distributable cash flow per share and return on invested capital—and two operational metrics—TRIR and AREER. For an explanation of these metrics, see “Executive Compensation Discussion and Analysis—2020 Short-Term Incentive Awards—ONEOK, Inc. Corporate Performance Criteria 2020 Fiscal Year” at page 56.

• Approving long-term equity incentive grants to our named executive officers consisting of approximately 80% of the award’s aggregate value in performance units and approximately 20% of the award’s aggregate value in restricted stock units. This is the same allocation of long-term equity incentive grants to executives in prior years.

• Certifying, based on our total shareholder return performance relative to our peers, a 200% of target payout to our named executive officers with respect to performance units granted in 2017 that vested in February 2020. This level of payout resulted because our relative total shareholder return was in excess of the 90^th percentile of the total shareholder return of the specified peer group of energy companies.

• Ratifying in February 2021 the company’s level of achievement with respect to the financial and operating goals under our 2020 short-term incentive plan resulting in, after an exercise of discretion, a corporate performance payout factor of 40% of target for our named executive officers and all other employees.

• Assigning an individual performance multiplier of 125% to Mr. Spencer under our 2020 short-term incentive plan in recognition of his strong leadership during a challenging year. Under Mr. Spencer’s guidance in 2020, the Company focused on employee health and safety, exercised financial discipline and flexibility through enhanced liquidity, reduced capital expenditures and operating costs, maintained our dividend, and operated assets safely.

Specific Compensation Program Features

Our compensation philosophy and related governance features are complemented by several specific elements that are designed to align our executive compensation with long-term shareholder interests.

• The components of our executive compensation program have remained substantially the same for several years. We believe our program is designed effectively, well aligned with the interests of our shareholders, strongly performance-based and instrumental to achieving our business goals.

• The main objectives of our compensation program are to pay for performance, to align our executive officers’ interests with those of our shareholders and to attract and retain qualified executives.

• All compensation decisions regarding our named executive officers are made by the Committee and are then submitted to the Board of Directors for approval.

• The Committee is composed solely of persons who qualify as independent directors under the listing standards of the NYSE.

• We provide the following elements of compensation for our executive officers, including the named executive officers: base salary, an annual short-term cash incentive award and long-term equity incentive awards.

• The Committee references the median level of the market when determining all elements of compensation, including when considering the possibility of above-target short-term incentive and long-term incentive payments for executive and company performance that exceeds our expectations.

• We implement our pay-for-performance philosophy with a short-term incentive program providing for cash payments based on achievement of financial and operational goals established annually by the Committee and long-term, performance-based equity incentive awards providing for vesting levels based on our total shareholder return over the three year vesting period as compared to the total shareholder return of a specified peer group of energy companies for the same period.

• We encourage alignment of our named executive officers’ interests with those of our shareholders through the award of long-term incentive equity grants, of which approximately 80% are performance-vesting stock units and approximately 20% are time-vesting restricted stock units.

• Our executive officers, including the named executive officers, receive no significant recurring perquisites or other personal benefits.

• We have market competitive stock ownership guidelines for our executive officers, including the named executive officers, and members of our Board of Directors.

• We have adopted clawback provisions permitting the Committee to use appropriate discretion to seek recoupment of grants of restricted and performance units (including any shares earned and the proceeds from any sale of such shares) and annual short-term cash incentive awards paid to employees in the event of any fraud, negligence or intentional misconduct by such employees that is determined to be a contributing factor to our having to restate all or a portion of our financial statements.

• Our Board of Directors has adopted a policy prohibiting officers, members of our Board of Directors and certain employees des-

2021 Proxy Statement 49

Executive Compensation Philosophy  

ignated as insiders under our Securities/Insider Trading Policy from engaging in short sales, derivative or speculative transactions in our securities, or purchasing or using, directly or indirectly through family members or other persons or entities, financial instruments (including puts or calls, prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our securities. For the purposes of this policy, “our securities” refers to the common stock, preferred stock and debt issued by us or our respective divisions and subsidiaries, as well as derivative securities that relate to or derive their value from our common stock, whether received as compensation or otherwise held. This policy was adopted as a sound governance practice, and we are not aware of any non-compliance of this policy by any of our officers, directors or employees designated as insiders.

• Our Board of Directors has adopted a policy prohibiting officers and directors from holding our securities in a margin account or pledging our securities as collateral for a loan. An exception to this prohibition may be granted by the Chief Executive Officer if an officer or director wishes to pledge shares of our stock as collateral for a loan (but not including a margin account), the officer or director clearly demonstrates the financial capacity to repay the loan without resorting to the pledged securities, and the terms of the loan prohibit the sale of any of our stock held as collateral when the officer or director is not permitted to trade in our stock. We are not aware of any officer or member of our Board of Directors who has pledged any of his or her shares of our common stock.

• The Committee engages an independent executive compensation consultant which the Committee has determined to be independent under the Securities and Exchange Commission rules and NYSE listing standards to provide advice and expertise on the design and implementation of our executive and director compensation programs.

The Committee monitors executive compensation trends and developments regarding prevailing types and levels of compensation so we can remain competitively positioned to attract and retain the executive talent necessary to achieve our strategic, financial and operational goals.

Specific Corporate Governance Features Related to Compensation

We seek to maintain good governance standards, including standards applicable to the oversight of our executive compensation policies and practices. The following policies and practices were in effect during 2020.

• The Committee is composed solely of independent directors.

• The Committee’s independent executive compensation consultant, Meridian Compensation Partners, is retained directly by the Committee and performs no other services for the company.

• The Committee regularly meets in executive session without management as well as with and without the representatives of Meridian Compensation Partners.

• The Committee conducts an annual review of our compensation program designed to ensure that the risks arising from the program are not reasonably likely to have a material adverse effect on our company.

EXECUTIVE COMPENSATION PHILOSOPHY

Our executive compensation philosophy is to pay for performance and provide a competitive compensation package to attract and retain qualified executives while structuring our compensation program in a manner that does not provide incentives for excessive risk taking.

Pay-for-Performance

We structure our compensation program to align the interests of our named executive officers with the interests of our shareholders. We believe a named executive officer’s compensation should be tied directly to the achievement of our strategic, financial and operating goals, all of which are designed to deliver value to our shareholders. Therefore, a significant part of each named executive officer’s pay is “at-risk,” in the form of an annual, short-term, cash incentive award and long-term, equity-based incentive awards. The amount of the annual short-term cash incentive award earned depends on our company’s performance measured against financial and operating objectives, as well as the named executive officer meeting key leadership and development standards. The portion of our named executive officers’ compensation in the form of equity awards ties their compensation directly to creating shareholder value over the long-term. We believe this combination of annual short-term cash incentive awards and long-term equity awards aligns the incentives of our named executive officers with our shareholders.

Competitive Pay

We believe a competitive compensation program is an important tool to help us attract and retain talented executives capable of leading our company in the competitive business environment in which we operate. We seek to establish total compensation opportunities for our named executive officers that are within a competitive range of the median of compensation opportunities awarded at our peer companies as further discussed below. For example, to recognize an individual’s unique qualifications or performance, we may choose to set their total compensation level above the median. However, if the executive is new to the role, we may set total compensation below the median level. Similarly, exceptional performance may result in compensation above the median. Earned compensation from these opportunities will vary based on company and individual performance as well as our stock price performance.

50

Executive Compensation Methodology  

Our compensation program is designed with the following principles in mind.

• Pay our executives based on their responsibilities, the capabilities and experience they possess, the performance they demonstrate and market conditions.

• Motivate our executives to conduct our business and manage our assets in a safe and environmentally responsible manner.

Risk Assessment

The Committee believes our compensation program does not provide incentives for excessive risk-taking, and therefore does not produce risks that are reasonably likely to have a material adverse effect on the company for the following reasons:

• Broad-based Compensation Program. The primary components of our compensation program, including short-term incentive metrics, are the same for all officers and employees across all of our business units;

• Fixed Pay Component. The base salary component of compensation is market-based and does not encourage risk-taking because it is a fixed amount; and

• Prudent Risk Management. Our current short- and long-term incentive plan awards have the following risk-limiting characteristics:

• Under our short-term incentive plan, awards to officers are subject to fixed maximums established by the Committee;

• Awards are made based on the review and approval by the Committee considering a variety of indicators of performance (rather than a single indicator of performance);

• Short- and long-term incentive awards are not tied to formulas that could focus executives on specific short-term outcomes;

• The Committee approves the final short- and long-term incentive plan award payouts after the review and confirmation of individual executive, operating and financial performance;

• Short-term cash and long-term equity incentive awards are subject to clawback provisions;

• For executive officers, a significant portion of incentive award value is granted in the form of restricted and performance units that vest over multiple years, which aligns the interests of executive officers to long-term shareholder interests; and

• Executive officers are subject to share-ownership guidelines.

EXECUTIVE COMPENSATION METHODOLOGY

The Executive Compensation Committee

The Committee has the responsibility for reviewing, approving and recommending our executive compensation program to the Board of Directors for approval. The Committee is composed entirely of individuals who qualify as independent directors under the

listing standards of the NYSE. The role of the Committee is to oversee our compensation and benefit plans and policies, direct the administration of these plans and review and approve annually all compensation decisions relating to our executive officers, including compensation decisions for our named executive officers.

The Committee’s practice is to review our executive officer compensation program and make specific decisions in February of each year, including review and approval of base salaries; review and approval of the achievement of annual short-term cash incentive goals for the prior year and corresponding payouts; review and approval of annual short-term cash incentive program thresholds, targets and maximums for the current fiscal year; review and approval of the level of vesting of long-term incentive grants, which were eligible to vest during the year; and review and approval of new long-term incentive grants. This review coincides with our Board of Directors’ review of our financial and operating results for the most recently completed year and allows the Committee to consider those results, as well as our financial and operating plan for the upcoming year, as it makes compensation decisions. The Committee submits its decisions regarding compensation of our Chief Executive Officer, our other named executive officers and our non-management directors to the Board of Directors for approval.

The Committee recognizes the importance of maintaining sound basic principles for the development and administration of our compensation and benefit programs. The Committee has adopted practices to enhance the Committee’s ability to carry out effectively its responsibilities, as well as to ensure we maintain strong links between executive pay and performance. Examples of practices the Committee has adopted include:

• Holding executive sessions without company management present at every meeting of the Committee;

• Reviewing total compensation tally sheets for the named executive officers on an annual basis;

• Engaging an independent executive compensation consultant to advise the Committee on executive compensation issues;

• Meeting with the independent executive compensation consultant in executive session without management present at each regularly scheduled meeting of the Committee to discuss our compensation program and actions on a confidential basis;

• Evaluating the performance of the Committee each year; and

• Assessing the performance of the Committee’s independent executive compensation consultant each year.

Following our 2020 annual meeting of shareholders, the Committee took into account the 94.8% affirmative vote of our shareholders who voted on our executive compensation, including abstentions, at our 2020 annual meeting of shareholders and determined to continue to apply the same principles the Committee has used historically in determining the nature and amount of executive compensation.

2021 Proxy Statement 51

Executive Compensation Methodology  

The Role of Executive Management in the Executive Compensation Process

Each year, our executive management presents our annual strategic and financial plan to our Board of Directors for approval. The presentation includes a review of the expected financial and operating performance of each of our business segments, the expected financial performance of the company on a consolidated basis and the capital expenditure plan, as well as a consolidated five-year strategic and financial outlook. The criteria and targets for our annual short-term cash incentive awards are recommended by executive management to the Committee based on our Board-approved strategic and financial plan. Upon the completion of each fiscal year, and following finalization of the year’s financial and operating results, executive management reviews our actual performance relative to the short-term incentive plan criteria and targets established by the Committee for the performance year in order to determine the annual short-term cash incentive award recommendations to be presented to the Committee for each named executive officer.

In making individual compensation decisions, the Committee reviews the recommendations from the Chief Executive Officer with respect to all named executive officers other than himself. The Committee reviews and discusses these recommendations in executive session and reaches its own decision with respect to the compensation of the named executive officers, including the Chief Executive Officer. In turn, the Committee presents its compensation decisions with respect to the Chief Executive Officer and the other named executive officers to the independent members of our Board of Directors for approval.

The compensation group in our human resources department supports both the Committee and executive management in establishing management’s recommendations regarding annual performance metrics and targets and providing periodic analyses and reports regarding our executive compensation program.

The Role of the Independent Executive Compensation Consultant

The Committee has the authority under its charter to engage the services of outside advisors, experts and others to assist the Committee in the performance of its duties. During 2020, the Committee continued the engagement of Meridian Compensation Partners to serve as the Committee’s independent executive compensation consultant on matters related to executive and director compensation. The independent executive compensation consultant reports directly to the Committee and provides no other material services to us.

The Committee annually reviews and establishes the scope of the engagement of the Committee’s executive compensation consultant, which is reflected in an annual engagement letter between

the consultant and the Committee. During 2020, the scope of the assignment and the material instructions regarding the services of the executive compensation consultant were to:

• Provide input to the Committee’s decision-making with respect to executive compensation matters in light of our business strategy, pay philosophy, prevailing market practices, shareholder interests and relevant regulatory mandates;

• Provide advice on our executive pay philosophy;

• Provide advice on the composition of our compensation peer group for competitive benchmarking;

• Provide comprehensive competitive market studies as background against which the Committee can consider the company’s Chief Executive Officer and senior management base salaries, annual bonus opportunities, long-term incentive awards, benefits, perquisites and severance protections;

• Provide incentive plan design advice for both annual and various long-term incentive programs and other compensation and benefit programs that meet our objectives;

• Apprise the Committee about emerging best practices and changes in the regulatory and corporate governance environment;

• Provide consulting and competitive market data on director compensation matters;

• Conduct periodic meetings with our management as required from time to time to discuss executive compensation issues and prepare for Committee meetings;

• Assist with preparation of our annual proxy statement “Compensation Discussion and Analysis”;

• Assist with developing tally sheets for our Chief Executive Officer and other senior officers; and

• Periodically review the Committee’s charter.

In addition, the engagement letter provides for the consultant to be available to assist the Committee with respect to other executive compensation matters that may arise throughout the year.

The executive compensation consultant attended each regularly scheduled meeting of the Committee in 2020. During a portion of each regular meeting, the executive compensation consultant met with the Committee in executive session without members of management present. The executive compensation consultant also communicated with members of the Committee outside of the Committee’s meetings as desired by the Committee members. The executive compensation consultant reviewed briefing materials, including those with respect to individual compensation matters prepared by management for the Committee, reviewed recommendations and proposals being submitted to the Committee and provided perspective, advice and recommendations to the Committee regarding the recommendations of management. The executive compensation consultant also gathered and provided competitive market data and other background information for consideration by the Committee.

52

Executive Compensation Methodology  

It is the Committee’s view that its executive compensation consultant should be able to render candid and direct advice independent of management’s influence and numerous steps have been taken to satisfy this objective. The executive compensation consultant is engaged by and reports directly to the Committee on matters related to compensation. As noted above, representatives of the executive compensation consultant meet separately with the Committee members outside the presence of management at each regular meeting and also speak separately with the Committee chair and vice chair and other Committee members between meetings, as necessary or desired. The executive compensation consultant interacts from time to time directly with our Executive Vice President and Chief Administrative Officer, Vice President—Human Resources, Vice President—Total Rewards and our Vice President and Associate General Counsel—Compliance and Ethics and Corporate Secretary as necessary to support the work of the executive compensation consultant on behalf of the Committee. These interactions are limited to those that are on the Committee’s behalf or related to matters that will be presented to the Committee for review and approval.

At least annually, the Committee conducts a review of the executive compensation consultant’s performance and independence. This review includes an evaluation of the services that the executive compensation consultant has provided to the Committee, the related fees and the procedures implemented by the executive compensation consultant with respect to maintaining its independence. During 2020, Meridian Compensation Partners did not advise us or deliver any services other than the referenced compensation consulting services provided to the Committee. We incurred fees and expenses of $306,723 from Meridian Compensation Partners for compensation-related services to the Committee in 2020.

In February 2020, the Committee considered the independence of Meridian Compensation Partners in light of Securities and Exchange Commission rules and NYSE listing standards regarding the independence of consultants to compensation committees. The Committee requested and received a letter from Meridian Compensation Partners addressing the consulting firm’s independence, including the following factors: (1) other services provided to us by the consultant; (2) fees paid by us as a percentage of the consulting firm’s total revenue; (3) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and any member of the Committee; (5) any company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. The Committee discussed these considerations and concluded that

the work of the consultant did not raise any conflict of interest and that the consultant was independent of the Committee and our company.

Competitive Assessment

For 2020 compensation decisions, the Committee asked Meridian Compensation Partners to assist it with the annual competitive assessment of our executive compensation program. The Committee reviewed independent executive compensation data compiled by Meridian Compensation Partners to assess competitive executive compensation levels for our executive officers.

The Committee considers a number of factors in structuring our compensation program and making compensation decisions, including the compensation practices of selected peer companies in the energy industry, which we refer to as our “Energy Peers.” The Committee’s independent consultant annually reviews the peer group with the Committee to assess its continued appropriateness and applicability to our company. The 2020 Energy Peers were recommended by Meridian Compensation Partners and management and were selected because they have significant lines of business in the energy industry that are similar to our businesses in focus, ownership structure, affiliations and geography and because the size of their operations (e.g., enterprise value, market value, and earnings before interest, taxes, depreciation and amortization) and the skills and experience required of their senior management to effectively operate their businesses are also similar to our businesses. Companies that have similar lines of business but have a history of anomalous pay practices, as determined by the Committee in consultation with our independent compensation consultant, are excluded from consideration as a potential Energy Peer.

Several changes were made to our 2020 Energy Peers from our 2019 Energy Peer group. The following companies were removed from the peer group due to their acquisition:

• Boardwalk Pipeline Partners, L.P.

• Energy Transfer Partners, L.P.

• EnLink Midstream Partners, LP

EQT Corporation was removed after completing the spin-off of its midstream assets (Equitrans Midstream Corporation).

The following companies were added to the 2020 peer group:

• Energy Transfer LP (acquired Energy Transfer Partners, L.P.)

• EnLink Midstream, LLC (acquired EnLink Midstream Partners, LP)

• Equitrans Midstream Corporation (spin-off from EQT Corporation)

• Kinder Morgan, Inc.

• Plains All American Pipeline, L.P.

The Committee believes that reference to the Energy Peers is appropriate when reviewing our compensation program because we compete with these companies for executive talent.

2021 Proxy Statement 53

Executive Compensation Methodology  

Our Energy Peers for 2020 were:

Buckeye Partners, L.P.	Magellan Midstream Partners, L.P.
Cheniere Energy, Inc.	NuStar Energy L.P.
Energy Transfer LP	Plains All American Pipeline, L.P.
EnLink Midstream, LLC	Targa Resources Corp.
Enterprise Products Partners L.P.	TC Energy Corporation
Equitrans Midstream Corporation	The Williams Companies, Inc.
Kinder Morgan, Inc.

The Committee attempts to set the compensation opportunities of our executive officers at levels that are competitive with those of the Energy Peers and uses market comparison data for these companies as a guide. The Committee reviews the median salary, annual short-term cash target incentive and long-term target equity compensation (and the total of these elements) of persons holding the same or similar positions as our named executive officers at the Energy Peers, based on the most recent market data available. The Committee then generally seeks to set the compensation of our named executive officers for each of these elements within a competitive range of the Energy Peers median level for such element, assuming payout of performance-based compensation at target.

The use of market comparison data, however, is just one of the tools the Committee uses to determine executive compensation, and the Committee retains the flexibility to set target compensation opportunities at levels it deems appropriate for an individual or for a specific element of compensation. An executive’s actual compensation may vary from the target amount set by the Committee based on individual and the company performance, as well as changes in our stock price.

To assess the relative competitiveness of compensation for each named executive officer, the Committee’s established practice is to review the Energy Peers’ base salary, short-term incentives, long-term incentives and total target compensation opportunities for the 25^th, 50^th and 75^th percentiles. 2020 base salary and 2020 short-term incentive and long-term incentive target amounts established by the Committee for the named executive officers were between the 25^th and 75^th percentiles, and therefore the Committee determined that 2020 compensation levels fell within the Committee’s established parameters.

Tally Sheets

To better understand the total executive compensation package, and provide further perspective when making pay decisions, the Committee reviewed compensation tally sheets with respect to our named executive officers. Each of these tally sheets presented the dollar amount of each component of the named executive officer’s compensation, including current cash compensation (base salary

and any annual short-term cash incentive payment), accumulated deferred compensation balances, outstanding long-term equity awards, retirement benefits, incidental or one-time perquisites and any other compensation. These tally sheets also reflected potential payments under certain termination of employment and change in control scenarios.

Compensation Mix and At-Risk Pay

In determining the overall mix of 2020 compensation for our named executive officers, the Committee considered the competitive market data assembled by its executive compensation consultant in order to assess an appropriate allocation between cash and non-cash compensation.

A significant portion of total executive compensation is variable and “at-risk” based on both the annual and long-term performance of our company, which aligns the interests of our executives with the interests of our shareholders. In 2020, consistent with our pay-for-performance philosophy, we granted to our named executive officers performance-vesting stock units (having a value equal to approximately 80% of the aggregate equity grant value) and time-vesting restricted stock units (having a value equal to approximately 20% of the aggregate equity grant value). In addition, the payment of long-term incentive compensation in the form of our common stock helps to align the interests of our executive officers with the interests of our shareholders and assists our executives in establishing a meaningful ownership position in our company and in meeting our share-ownership guidelines.

Personal Performance

Executive compensation decisions include an assessment of individual performance, including the named executive officer’s contribution to our overall performance for the applicable performance period. Individual performance criteria include:

• Business results achieved;

• Problem analysis;

• Directing business activities;

• Utilization of human, capital and material resources;

• Initiation of and response to change;

• Leadership, planning and organizational abilities;

• Decision making;

• Time management;

• Communication and employee relations;

• Safety and environmental performance;

• Regulatory compliance; and

• Customer satisfaction.

The Committee, in consultation with our Corporate Governance Committee, completes an individual performance assessment of the Chief Executive Officer each year. This performance assessment is

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Components of Compensation   

summarized and presented to the Chief Executive Officer for discussion and is reviewed by the Committee in executive session when evaluating the compensation of the Chief Executive Officer. The other named executive officers are also evaluated each year through our performance appraisal process by the Chief Executive Officer. These performance assessments are considered each year in connection with the overall compensation review process for our executives.

There are no differences in the Committee’s compensation policies and practices for determining the compensation awarded to the Chief Executive Officer and the other named executive officers other than as described in the paragraph above. Differences in levels of compensation are attributable to differences in roles and responsibilities, experience, individual performance and the Committee’s practice of setting pay levels to reflect competitive market conditions on a position by position basis.

COMPONENTS OF COMPENSATION

Total Compensation

The Committee strives to provide a comprehensive executive compensation program that is competitive and meaningfully performance-based. To that end, a majority of our executive compensation is tied directly to our operating and financial performance. In structuring executive compensation, the Committee considers long- and short-term financial performance, shareholder return, business unit performance, safety, environmental and regulatory compliance, the previously referenced individual performance criteria, retention considerations and market data.

In setting the elements and amounts of compensation, the Committee generally does not consider amounts of compensation realizable from prior years’ compensation. However, when making grants of long-term, equity-based incentive grants each year, the Committee considers, among other factors it deems relevant, the size of grants of long-term, equity-based compensation made in prior years.

Annual Cash Compensation

As in prior years, annual cash compensation in 2020 for the named executive officers consists of two components: base salary and a variable, at-risk, 2020 short-term incentive award that is earned based on both the company’s financial and operating performance and the executive officer’s individual performance.

• Base Salary. Annual base salary is designed to compensate executives for their level of responsibility, experience, tenure, sustained individual performance and contribution to our company. Salaries are reviewed annually. While the Committee considers our overall financial performance in establishing levels of executive compensation each year, there are no specific,

objective financial results that are quantified by the Committee in establishing or changing the base salaries of our named executive officers.

• 2020 Short-Term Incentive Awards. Variable, at-risk, 2020 short-term incentive awards are made under our Annual Officer Incentive Plan and are designed to communicate collective annual corporate goals, to provide our named executive officers with a direct financial interest in our performance and profitability and to reward performance. The 2020 performance goals established under the Annual Officer Incentive Plan and the company’s performance relative to such goals are described under “2020 Short-Term Incentive Awards.”

Long-Term Equity Incentive Awards

Historically, annual grants of long-term equity incentive awards were made under our Long-Term Incentive Plan (“LTI Plan”) and our Equity Compensation Plan (“ECP”). At the 2018 annual meeting, our shareholders approved the ONEOK, Inc. Equity Incentive Plan (“2018 EIP”). The 2018 EIP replaced the ECP, LTI Plan, and the ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors (collectively, the “Prior Plans”). The Prior Plans were terminated prior to or immediately following shareholder approval of the 2018 EIP in May 2018, provided, however, that awards issued under the Prior Plans remain subject to the terms of the Prior Plans. No awards are outstanding under the Prior Plans at this time. Since 2004, grants of equity-based compensation have consisted of restricted stock units and performance units. These annual grants are designed to provide a meaningful incentive to enhance long-term shareholder value. A higher ratio of performance units to restricted stock units is granted to higher-level officers and those with more direct ability to impact the performance of the company.

Retirement Benefits

We have a defined contribution retirement plan (“401(k) Plan”) covering our employees, including our named executive officers, and we match 100% of contributions of our employees under this plan up to 6% of eligible compensation. The 401(k) Plan includes a profit sharing feature for employees who do not participate in our defined benefit pension plan (“Retirement Plan”). Messrs. Hulse, Martinovich and Burdick each received a profit sharing contribution each calendar quarter during 2020 under the profit sharing feature of our 401(k) Plan equal to 1% of eligible compensation for that quarter and an additional, discretionary contribution after year end equal to 2% of eligible 2020 compensation. Our Retirement Plan covers Messrs. Spencer and Swords and certain other employees hired prior to January 1, 2005, or pursuant to an acquisition from Koch Industries on July 1, 2005, and it provides a monthly retirement benefit based on the participant’s final average earnings and years of service.

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2020 Short-Term Incentive  Awards  

In addition, we maintain a Supplemental Executive Retirement Plan, a nonqualified defined benefit pension plan that provides benefits in excess of maximum benefit accruals under our Retirement Plan due to applicable limits under the Internal Revenue Code, for certain officers who participate in our Retirement Plan. Of our named executive officers, only Messrs. Spencer and Swords are participants in the Supplemental Executive Retirement Plan. No new participants in our Supplemental Executive Retirement Plan have been approved since 2005 and the plan was closed to new participants in 2013. Additional details regarding our Retirement Plan and Supplemental Executive Retirement Plan are provided under “Pension Benefits.”

We also sponsor employee health and welfare plans that provide post-retirement medical and life insurance benefits to eligible employees (including our named executive officers) hired prior to January 1, 2017. The pre-Medicare post-retirement medical plan is contributory, with retiree contributions adjusted periodically, and contains other cost-sharing features such as deductibles and co-insurance. The post-retirement medical plan for Medicare-eligible retirees is an account-based plan pursuant to which certain employees are eligible for company contributions that can be applied toward the purchase of individual Medicare supplement policies through a private exchange.

Nonqualified Deferred Compensation Plan

Our 2020 Nonqualified Deferred Compensation Plan (NQDC Plan), the successor plan to our two prior nonqualified deferred compensation plans, is available to a select group of management and highly compensated employees, including our named executive officers. The NQDC Plan permits participants to defer receipt of a portion of their compensation to be earned during the following year until a later date permitted under the NQDC Plan and provides notional employer contributions to compensate participants who are subject to certain limits established by the Internal Revenue Code of 1986, as amended (the “Tax Code”), with respect to their qualified plan benefits. Because these arrangements are, by their nature, tied to cash compensation and qualified plan benefits, they are not considered by the Committee when establishing salary and short-term and long-term incentive measures and amounts. Historically, officers also were eligible to defer the receipt of their performance unit awards into the NQDC Plan.

Perquisites and Other Benefits

The company provides only minimal perquisites to the named executive officers, which are not taken into account by the Committee when establishing salary and short- and long-term incentive compensation.

2020 COMPENSATION DECISIONS

For each of our named executive officers, 2020 base salary and short- and long-term incentive targets were determined in February

2020 following consideration of the business and economic environment, market data for the Energy Peers compiled and furnished by the executive compensation consultant to the Committee, internal equity considerations and a subjective determination of the officer’s individual performance using the performance criteria referenced above. The Committee does not use objective targets when evaluating performance with respect to those individual performance criteria and does not have a specific weighting for any of the individual performance factors. The final determination is based upon all of the individual performance criteria, considered in the aggregate and in light of the surrounding circumstances, but such determination and the assessment of each individual factor is entirely subjective. The Committee includes and reviews those subjective factors to ensure that it undertakes a comprehensive review of individual performance when setting compensation.

In 2020, the Committee’s primary recommendations to our Board of Directors, which the Board subsequently approved in February 2020, regarding the 2020 compensation of our named executive officers are summarized below. These actions were taken to more competitively align the compensation levels of our named executive officers with our energy peers:

• Increasing Mr. Spencer’s base salary by $25,000 (3.0%) and his long-term incentive target by $250,000 (5.6%).

• Increasing Mr. Hulse’s long-term incentive target by $350,000 (28%) and his short-term incentive target by 10%.

• Increasing Mr. Burdick’s long-term incentive target by $350,000 (28%) and his short-term incentive target by 10%.

• Increasing Mr. Swords’ base salary by $25,000 (5.3%), his long-term incentive target by $400,000 (47.1%) and his short-term incentive target by 5%.

• Increasing Mr. Martinovich’s long-term incentive target by $250,000 (33.3%) and his short-term incentive target by 5%.

2020 SHORT-TERM INCENTIVE AWARDS

The purpose of our shareholder approved Annual Officer Incentive Plan (“AOIP”) is to align the named executive officers’ interests with shareholders’ interests by providing them with a financial incentive tied directly to key measures of our financial and operational performance. The 2020 short-term incentive measures, performance goals and weightings under our AOIP were developed and recommended to the Committee by executive management, were reviewed and approved by the Committee, and were then recommended to, and approved by our Board of Directors in February 2020. The same short-term incentive measures, performance goals and weightings are applicable to non-officer employees under our Annual Employee Incentive Plan (“AEIP”) to promote further alignment of interests throughout the company.

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2020 Short-Term Incentive  Awards  

As approved in February 2020 under the AOIP, and as applied to the AEIP (collectively the “STIP”), the short-term incentive measures, performance goals and weightings are summarized as follows:

	ONEOK, Inc. Corporate Performance Criteria 2020 Fiscal Year	Threshold (Pays 0%)	Target    (Pays 100%)	Maximum    (Pays 200%)	Weighting	Target Payout	Maximum     Payout
	Distributable Cash Flow (DCF) Per Share	$5.17	$5.78	$6.38	40%	40%	80%
	Return On Invested Capital (ROIC)	11.67%	12.90%	14.13%	40%	40%	80%
	Total Recordable Incident Rate (TRIR)	0.47	0.31	0.23	10%	10%	20%
	Agency Reportable Environmental Event Rate (AREER)	0.89	0.71	0.53	10%	10%	20%
					Total	100%	200%
Distributable cash flow (DCF) per share which measures the quantity of our cash flow. DCF per share is defined as Adjusted EBITDA (as defined below) less interest expense, budgeted maintenance capital expenditures, and equity earnings from investments, adjusted for net cash distributions received from unconsolidated affiliates and certain other items, divided by the weighted-average number of shares of common stock outstanding for the year. Adjusted EBITDA is defined as net income adjusted for interest expense, depreciation and amortization, noncash impairment charges, income taxes, noncash compensation expense, allowance for equity funds used during construction and other noncash items. DCF per share measures the amount of cash we generate that is available to pay out in the form of dividends to our shareholders. Return on invested capital (ROIC) which measures the quality and efficiency of our earnings and capital investments. ROIC is earnings before interest and taxes (EBIT), divided by invested capital, where invested capital is the daily average for the fiscal year of short-term debt, less cash, long-term debt and equity, excluding accumulated other comprehensive income. ROIC is a critical indicator of how effectively we use our capital invested in our operations and is an important measurement for judging how much value we are creating for our shareholders. DCF per share, Adjusted EBITDA and EBIT exclude the effects of accounting changes, if any. Total Recordable Incident Rate (TRIR). TRIR is the number of Occupational Safety and Health Administration incidents per 200,000 work-hours. The inclusion of this metric is designed to emphasize our commitment to the safe operation of our business and to reward safe behavior throughout our company. Agency Reportable Environmental Event Rate (AREER). AREER is defined as the total number of releases and excess emission events that trigger a federal, state or local environmental reporting requirement (with some exceptions to account for events outside our control, planned maintenance and disparities in reporting requirements across our operations) per 200,000 work-hours.

Late in the first quarter 2020, after the approval of our short-term incentive measures, performance goals and weightings, the energy industry experienced historic events that led to a simultaneous demand and supply disruption. The World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide, which contributed to a massive economic slowdown and decreased demand for crude oil. In addition, Saudi Arabia and Russia increased production of crude oil as the two countries competed for market share. As a result, the global supply of crude oil significantly exceeded demand and led to a collapse in crude oil prices. Crude oil prices and the related impact on crude oil drilling impacts our business due to associated natural gas, which is natural gas produced by oil wells. Associated natural gas contains NGLs. The decline of crude oil prices resulted in crude oil and associated natural gas and NGL production being curtailed in the second quarter 2020.

These events (collectively “COVID-19 related events”), wholly outside of the company’s control, rendered our 2020 financial performance measures, DCF Per Share and ROIC, unattainable and resulted in 0% being earned toward the corporate performance multiplier for these measures. At year-end, our 2020 TRIR operational performance measure was 0.69, which did not reach the threshold required for a payout. This is partially attributable to an increase in slip, trip and fall injuries for operations employees. As a

result, 0% was earned toward the corporate performance multiplier from this measure. Our 2020 AREER operational performance measure was 0.42, which was better than the maximum. As a result, 20% was earned toward the corporate performance multiplier from this measure.

As more fully described below, the Committee exercised its discretion, as authorized under the STIP, which resulted in a corresponding recommendation to increase payouts to officers and all employees in the additional amount of 20% guided by a qualitative evaluation of the company’s 2020 performance in responding to the direct and indirect impacts of COVID-19 related events. Such discretionary payout of 20% plus the AREER payout of 20% resulted in an overall 40% corporate performance multiplier, which was subsequently recommended to, and approved by our Board of Directors.

To determine the 2020 short-term incentive awards payable to each of our named executive officers, the 40% corporate performance multiplier was multiplied by the named executive officer’s base salary at December 31, 2020, times the named executive officer’s individual short-term incentive target, times the named executive officer’s individual performance multiplier. An individual performance multiplier may range from zero to 125%. The individual performance multiplier percentage is approved by the Committee annually, taking into consideration management’s recommendation regarding individual performance and contribution.

2021 Proxy Statement 57

2020 Short-Term Incentive  Awards  

The annual calculation for our named executive officers is shown below:

2020 Short-term Incentive Awards
Name	Base Salary at December 31, 2020	Individual Short-term Incentive Target	Corporate Performance Multiplier	Individual Performance Multiplier	Short-term   Incentive Award1
Terry K. Spencer	$850,000	125%	40%	125%	$	531,300
Kevin L. Burdick	$500,000	90%	40%	100%	$	180,000
Walter S. Hulse III	$500,000	90%	40%	111%	$	200,000
Robert F. Martinovich	$500,000	80%	40%	100%	$	160,000
Sheridan C. Swords	$500,000	75%	40%	104%	$	156,000
1  The “Non-Equity Incentive Plan Compensation” and “Bonus” columns of the Summary Compensation Table for Fiscal 2020 on page 64, together, will reflect the annual short-term incentive awards under the AOIP earned by each of the named executive officers for 2020, and paid in 2021.

Exercise of Discretion as Authorized Under the STIP

Under the STIP, the Committee has express authority to make discretionary adjustments and interpretations as it determines to be appropriate, including the modification of goals and performance measures. The exercise of such discretion may result in a corresponding recommendation to change payouts under the STIP.

Considering COVID-19 related events, the Committee continued throughout the year to monitor the STIP, with the assistance of, and through communications with, its independent compensation

consultant and management.

At the Committee’s July 2020 meeting, management reported that a payout under the STIP’s financial performance measures was unlikely. Nevertheless, management reported that the company had prioritized the safe operation of its assets and the health and safety of its employees; maintained high levels of productivity despite the pandemic and related challenges; had no employee layoffs or furloughs and did not anticipate any; had not reduced the dividend payable to shareholders and did not anticipate doing so; and had taken a number of proactive measures to improve its financial flexibility and strengthen its balance sheet by refinancing debt, issuing equity and curtailing a significant portion of planned capital expenditures.

At that time, in consultation with the Committee’s independent compensation consultant, the Committee began discussing potential alternatives for addressing the financial performance measures that were unlikely to payout under the STIP, which reflect 80% of the weighting, in order to continue to retain and motivate employees as they helped navigate a challenging year. Such alternatives included, but were not limited to, taking no action; modifying or replacing existing performance measures to reflect updated market conditions; setting a new “second-half” plan for the period from July to December; and considering the potential exercise of discretion with a corresponding recommendation to increase payouts to officers and all employees after year-end to reflect the company’s performance and take into account the impact of COVID-19 related events. The Committee and its independent compensation consultant also discussed the company’s compensation philosophy, the financial impacts of an adjustment to 2020 short-term incentive payouts on shareholders and how the exercise or non-exercise of discretion might be viewed by employees, shareholders and other key stakeholders.

The Committee then identified a preferred approach for further consideration, the replacement of the financial performance measures that were unlikely to payout. With this approach, the Committee would then consider the potential exercise of discretion with a

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2020 Long-Term Incentive  Awards  

corresponding recommendation to increase payouts to officers and all employees, but with a maximum payout well below the target, guided by a qualitative evaluation of the company’s 2020 performance. The Committee requested that management provide qualitative measurement categories for review at the next meeting.

Thereafter, and at the Committee’s November 2020 meeting, it continued to engage in discussion on the potential exercise of discretion. At that meeting, the Committee reviewed and discussed two qualitative measurement categories for evaluating the company’s 2020 performance. Such categories are summarized as follows:

Response to Direct Impacts of COVID-19 Related Events

• Crisis management and communication

• Employee health and safety

• Facility and operational impacts

Response to Indirect Impacts of COVID-19 Related Events

• Financial stability

• Stakeholder interactions

• Operation of assets

• Completion of special projects

• Workforce impacts

• Technology and infrastructure

At a January 2021 special meeting, the Committee continued to monitor the STIP and engage in further discussion about the potential exercise of discretion.

At its February 2021 meeting, in consultation with its independent compensation consultant, the Committee determined that it would exercise its discretion and make a corresponding recommendation to increase payouts to officers and all employees in the STIP in recognition of the company’s 2020 performance in responding to the direct and indirect impacts of COVID-19 related events, as referenced above. The Committee then determined it would recommend to our Board of Directors the approval of an overall corporate performance multiplier of 40%, which included a 20% payout under the AREER operational performance measure and an additional 20% payout based on a qualitative evaluation of the company’s 2020 performance. The Committee believed this was a measured and appropriate response to recognize the company’s collective performance in 2020. Further, the Committee believed these actions to be consistent with ONEOK’s compensation philosophy of paying for performance and that these actions were aligned with the interests of shareholders by fostering the retention, motivation and engagement of employees.

At its February 2021 meeting, the Board of Directors reviewed and approved the payment of 2020 short-term incentive awards based on the overall corporate performance multiplier recommended by the Committee and approved the Committee’s exercise of discretion, as described above.

2020 LONG-TERM INCENTIVE AWARDS

Overview

The objectives of our long-term incentive program are to motivate and reward executives and other key employees for sustained long-term performance and to promote their retention. We do not grant stock options, and no options are held by named executive officers. Participation in our 2018 EIP is limited to those officers and employees who are in a position to contribute significantly to our long-term growth and profitability.

The 2018 EIP replaced the Prior Plans upon the approval of shareholders at our May 2018 annual meeting. Accordingly, no new awards were granted under the Prior Plans after February 2018. All of these plans are administered by the Committee, and the Committee is authorized to make all future grants of long-term incentive awards, as well as to make all decisions and interpretations required to administer the plans.

Equity-based long-term incentive awards are generally approved and granted on an annual cycle, typically in the first quarter of each year. Awards made by the Committee in February 2020 were based upon competitive market data provided to the Committee by the Committee’s executive compensation consultant, as well as the Committee’s assessment of our overall performance and the individual executive’s performance and contribution. The Committee also considered the size of equity grants made in prior years to each executive.

2020 Awards

Consistent with our pay-for-performance philosophy, ONEOK’s long-term incentive program was designed to place significant emphasis on performance with approximately 80% of named executive officers’ long-term incentive opportunity awarded in performance-vested stock unit awards and the remaining 20% awarded in time-vested restricted stock unit awards.

The aggregate grant date fair value of the restricted stock units and performance units granted to the named executive officers in 2020, as determined in accordance with ASC Topic 718, is shown in the “Stock Awards” column of the Summary Compensation Table for Fiscal 2020 on page 64.

2021 Proxy Statement 59

Payout of 2017-2020  Performance Units  

2020 Restricted Units. Restricted stock units were granted to named executive officers in 2020 to enhance retention and further align their interests with shareholders.

Restricted stock units granted in 2020 vest three years from the date of grant, at which time the holder is entitled to one share of our common stock for each restricted stock unit held. If a holder of restricted stock units retires, becomes disabled, dies or is involuntarily terminated without cause prior to vesting, the restricted stock units will vest immediately on a prorated basis based on the number of full months elapsed from the date of grant and the date of such holder’s retirement, termination, disability or death. If the holder is terminated involuntarily without cause or terminates voluntarily for good reason in connection with a qualifying change in control of the company, restricted stock unit awards vest as of the date of termination. In cases of termination of employment for any reason other than (i) retirement, disability, death, (ii) an involuntary termination of employment by the company without cause, or (iii) a voluntary termination of employment for good reason in connection with a qualifying change in control event, restricted stock units are forfeited. Dividend equivalents are accrued with respect to these restricted stock units over the term of the vesting period and are paid when the units vest.

2020 Performance Units. Performance units were granted to named executive officers in 2020 to further align their compensation with the long-term performance of the company and link their interests directly to those of the company’s shareholders.

Performance units granted in 2020 vest three years from the date of grant, at which time the holder is entitled to receive a percent

age of the performance units granted in shares of our common stock. The number of shares of common stock to be issued upon vesting will range from zero to 200% of the number of units granted based on our cumulative total shareholder return (“TSR”) over the performance period beginning on February 19, 2020, and ending on February 19, 2023, compared with the TSR of the peer group established for 2020 performance units (this peer group is set forth in the footnote to our total shareholder returns chart on page 3). We use a separate peer group for purposes of benchmarking named executive officer compensation and calculating relative TSR under our performance units. Our relative TSR peers consist of companies in the midstream industry with similar lines of business. TSR includes both the change in market price of the stock and the value of dividends (which are deemed reinvested in the stock) during the three-year performance period. Peer companies that are acquired by an unrelated entity during the performance period are not considered in the performance

calculation and any peer company that files for bankruptcy protection remains in the peer group and is deemed to have a cumulative TSR of -100% for the performance period.

The following table reflects the percentage of units that will be earned at the end of the three year performance period under our 2020 performance units based on our TSR performance during such period as compared with our peer group:

PERFORMANCE UNITS VESTING LEVELS FEBRUARY 2020—FEBRUARY 2023 PERFORMANCE PERIOD
ONEOK TSR Ranking vs. ONEOK Peer Group	Percentage of Performance Units Earned
90th percentile and above	200%
75th percentile	150%
50th percentile	100%
25th percentile	50%
Below 25th percentile	0%

If our TSR ranking at the end of the performance period is between the stated percentage levels set forth in the table above, the percentages of performance units earned will be interpolated between the earnings levels.

If a holder of performance units retires, becomes disabled or dies prior to vesting, the performance units will vest based on the performance results at the end of the performance period on a prorated basis from the date of grant through the date of such holder’s retirement, disability, or death. If, in connection with a qualifying change in control, the holder is terminated involuntarily without cause or terminates voluntarily for good reason, the units will vest on the date specified in the grant agreement at the greater of (i) a prorated payout based on the target number of performance units, or (ii) full payout based on actual TSR performance as of the date of the change in control, in each case giving effect to the accumulated dividend equivalents. In all other cases of termination of employment performance units are forfeited. Dividend equivalents are accrued with respect to these performance units over the term of the vesting period and are paid when the units vest.

PAYOUT OF 2017-2020 PERFORMANCE UNITS

Performance units granted under the ECP in 2017 were eligible to be earned based on our cumulative TSR during the three-year performance period from February 22, 2017 to February 22, 2020, as compared with the cumulative TSR of a specified peer group of energy companies. As illustrated in the table below, the number of shares of common stock to be issued upon vesting ranged from

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Securities Trading Policy  

zero to 200% of the number of units granted based on our cumulative TSR relative to the cumulative TSR of our peer group, measured at the end of the performance period.

PERFORMANCE UNITS VESTING LEVELS FEBRUARY 2017—FEBRUARY 2020 PERFORMANCE PERIOD
ONEOK TSR Ranking vs. ONEOK Peer Group	Percentage of     Performance Units     Earned
90th percentile and above	200%
75th percentile	150%
50th percentile	100%
25th percentile	50%
Below 25th percentile	0%

Our cumulative TSR was at the 100th percentile relative to the specified peer group of energy companies during the performance period. As a result, in February 2020, the Committee certified a payout equal to 200% of the target number of units granted and the named executive officers were awarded an equivalent number of shares of our common stock.

Additional information regarding the payouts under the 2017-2020 performance units is provided in the Stock Vested in Fiscal Year 2020 table on page 68.

CLAWBACK PROVISIONS

Our Board of Directors believes that employees who are responsible for material noncompliance with applicable financial reporting requirements resulting in accounting errors leading to a financial statement restatement should not benefit monetarily from such noncompliance. We maintain clawback provisions to permit our Board or a committee of our Board to use appropriate discretion to recapture grants of restricted and performance units and short-term incentive awards paid to employees who bear responsibility for such

noncompliance. We believe that these clawbacks discourage employees from taking actions that could result in material, excessive risk to us.

Our outstanding restricted and performance unit grants contain provisions that allow the Committee, in its sole discretion, to seek recoupment of the unvested restricted and performance units, any resulting shares earned and the gross proceeds from the sale of such shares in the event of fraud, negligence or intentional misconduct by the holder of the performance units that is determined to be a contributing factor to our having to restate all or a portion of our financial statements.

In addition, our Annual Officer Incentive Plan provides that the Committee, in its sole discretion, may call for repayment of all or a portion of a short-term incentive award to a participant in the event of fraud, negligence or intentional misconduct by the participant that is determined to be a contributing factor to our having to restate all or a portion of our financial statements.

In fiscal year 2020, we had no financial statement corrections requiring a restatement, and the Board of Directors has not needed to consider taking any action under these clawback provisions.

SECURITIES TRADING POLICY

We have a policy that employees, including our officers and directors, may not purchase or sell our stock when they are in possession of material non-public information. This policy also provides that officers, directors and employees in certain designated work groups may trade in our securities only during “open window” periods (beginning on the third day after our release of quarterly or annual earnings and continuing until the first day of the following calendar quarter) and must pre-clear all purchases and sales of our securities with our senior management.

This policy also prohibits officers, members of our Board of Directors and employees in certain designated work groups from engaging in short sales, derivative or speculative transactions in our securities, or purchasing or using, directly or indirectly through family members or other persons or entities, financial instruments (including puts or calls, prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our securities. For the purposes of this policy, “our securities” refers to the common stock, preferred stock and debt issued by us or our respective divisions and subsidiaries, as well as derivative securities that relate to or derive their value from our common stock, whether received as compensation or otherwise held.

The policy also prohibits officers and directors from holding our securities in a margin account or pledging our securities as collateral for a loan. An exception to this prohibition may be granted by the Chief Executive Officer when an officer or director wishes to pledge shares of our stock as collateral for a loan (but not including a margin account), the officer or director clearly demonstrates the financial capacity to repay the loan without resorting to the pledged securities, and the terms of the loan prohibit the sale of any of our stock held as collateral when the officer or director is not permitted to trade in our stock.

We are not aware of any named executive officer or member of our Board of Directors who has pledged any of their shares of our common stock.

2021 Proxy Statement 61

2021 Report of the Executive Compensation  Committee  

SHARE-OWNERSHIP GUIDELINES

Our Board of Directors strongly advocates executive share ownership as a means to align executive interests with those of our shareholders and has adopted share-ownership guidelines for our Chief Executive Officer and all other officers of the company. These guidelines generally must be achieved by each officer over the course of five years after becoming an officer or over the course of five years following promotion to a new office with a higher ownership guideline. The ownership guideline for the Chief Executive Officer is a share-ownership position with a value of six times base salary. The ownership guidelines for our other officers provide for share-ownership positions ranging from two to five times base salary, depending on the office held.

Our share-ownership guidelines provide that an officer may not sell shares of his or her stock unless such officer holds shares that meet the minimum ownership guideline after giving effect to such sale. We are not aware of any officer who failed to comply with these guidelines in 2020.

CHANGE IN CONTROL BENEFITS

Our executive management and other employees have built our company into the successful enterprise that it is today, and we believe that it is important to protect their interests in the event of a change in control of our company. Further, it is our belief that the interests of our shareholders will be best served if the interests of our senior management are aligned with our shareholders, and that providing change in control benefits should mitigate the reluctance of executive management to pursue potential change in control transactions that may be in the best interests of our shareholders.

We have a Change in Control Severance Plan that provides for certain payments (comprised of a single lump sum cash payment that may be up to three times the sum of a participant’s base salary and target short-term incentive bonus, plus reimbursement of COBRA healthcare premiums for up to 18 months) in the event of termination of employment involuntarily without cause or voluntarily for good reason of an executive officer of our company (including the named executive officers) within the two years following a change in control (a so-called “double-trigger” plan). The plan does not provide for additional pension benefits upon a change in control. In addition, the plan does not provide a tax gross-up feature but provides plan participants a “net best” approach to excise taxes in determining the benefit payable to a participant under the plan. This approach provides a participant his or her “net best benefit,” which is the greater of (i) the full benefit payable to a participant net of the applicable federal excise tax, if any, or (ii) the benefit reduced to a level that would not trigger the payment of federal excise tax. To determine the levels of benefits to be paid to the named executive

officers under the plan when the plan was adopted, the Committee consulted with Meridian Compensation Partners, its independent executive compensation consultant, to determine competitive practices in our industry with respect to change in control arrangements. The Committee determined that the levels of benefits provided under the plan, including the payment of various multiples of salary and target short-term incentive compensation, accomplished our objective of providing competitive benefits and that these benefits are consistent with the general practice among our peers. The Committee annually reviews the eligible participants and benefit levels under the plan.

For additional information on this plan, see “Potential Post-Employment Payments and Payments upon a Change in Control” below.

INTERNAL REVENUE SERVICE LIMITATIONS ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Under Section 162(m) of the Tax Code, the company will generally not be entitled to a tax deduction for individual compensation over $1 million that is paid to certain executive officers. As in effect prior to its amendment by the Tax Cuts and Jobs Act of 2017, Section 162(m) provided an exception to the deductibility limitations for performance-based compensation that met certain requirements. As Section 162(m) has been amended, effective for taxable years beginning after December 31, 2017, the “performance-based” compensation exception was eliminated from Section 162(m), except for certain grandfathered arrangements under the transition rules. In 2020, the Committee once again compensated executive officers in a manner designed to promote varying corporate goals in the best interest of the company. The Committee has not adopted a policy requiring all compensation to be fully deductible under Section 162(m). The Committee will continue to consider the potential impact of the application of Section 162(m) on compensation for its executive officers among other relevant considerations and reserves the right to provide compensation to executive officers that would not be tax-deductible, as well as the right to modify compensation that was initially intended to qualify as “performance-based” compensation if it believes that taking any such action is aligned with the interests of the company and its shareholders.

2021 REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE

The Executive Compensation Committee of the Board of Directors has the responsibility for reviewing and recommending to the Board of Directors the company’s executive compensation program. The Committee is composed entirely of persons who qualify as independent directors under the listing standards of the NYSE.

62

2021 Report of The Executive Compensation  Committee  

In this context, the Committee has met, reviewed and discussed with management the Executive Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, the Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the Executive Compensation Discussion and Analysis in this proxy statement.

Respectfully submitted by the members of the Executive Compensation Committee of the Board of Directors:

Pattye L. Moore, Chair

Eduardo A. Rodriguez, Vice Chair

Steven J. Malcolm, Member

Mark W. Helderman, Member

2021 Proxy Statement 63

Named Executive Officer Compensation  

NAMED EXECUTIVE OFFICER COMPENSATION

The following table reflects the compensation paid to the named executive officers in respect of our 2020 fiscal year.

SUMMARY COMPENSATION TABLE FOR FISCAL 2020
Name and Principal Position	Year	Salary			Bonus			Stock Awards 1			Non-Equity Incentive Plan Compensation 2			Change in Pension Value and Nonqualified Deferred Compensation Earnings 3			All Other Compensation 4			Total
Terry K. Spencer President & Chief Executive Officer	2020		$	850,000		$	265,650		$	5,354,587		$	265,650		$	3,234,997		$	173,043		$	10,143,927
	2019		$	825,000		$	—		$	5,118,573		$	1,480,900		$	3,316,108		$	205,160		$	10,945,741
	2018		$	800,000		$	—		$	4,321,029		$	1,727,000		$	135,280		$	113,560		$	7,096,869
Walter S. Hulse III  Chief Financial Officer, Treasurer & Executive Vice President, Strategy & Corporate Affairs	2020		$	500,000		$	100,000		$	1,803,723		$	100,000		$	—		$	105,337		$	2,609,060
	2019		$	500,000		$	—		$	1,422,219		$	600,000		$	—		$	151,823		$	2,674,042
	2018		$	500,000		$	—		$	1,500,496		$	725,300		$	—		$	112,148		$	2,837,944
Kevin L. Burdick  Executive Vice President & Chief Operating Officer	2020		$	500,000		$	90,000		$	1,803,723		$	90,000		$	—		$	109,737		$	2,593,460
	2019		$	500,000		$	—		$	1,422,219		$	600,000		$	—		$	134,600		$	2,656,819
	2018		$	475,000		$	—		$	1,500,496		$	646,000		$	—		$	96,048		$	2,717,544
Robert F. Martinovich Executive Vice President & Chief Administrative Officer	2020		$	500,000		$	80,000		$	1,127,318		$	80,000		$	—		$	123,911		$	1,911,229
	2019		$	500,000		$	—		$	852,741		$	540,000		$	—		$	156,878		$	2,049,619
	2018		$	500,000		$	—		$	900,958		$	604,500		$	—		$	123,528		$	2,128,986
Sheridan C. Swords Senior Vice President, Natural Gas Liquids	2020		$	500,000		$	78,000		$	1,409,112		$	78,000		$	858,596		$	65,592		$	2,989,300
	2019		$	475,000		$	—		$	966,977		$	500,000		$	339,696		$	69,668		$	2,351,341
	2018		$	460,000		$	—		$	900,958		$	593,800		$	—		$	50,060		$	2,004,818

1  The amounts included relate to restricted stock units and performance units granted under our 2018 EIP, and reflect the aggregate grant date fair value calculated pursuant to ASC Topic 718. Material assumptions used in the calculation of the value of these equity grants are included in Note J to our audited financial statements for the year ended December 31, 2020, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2021.

    The aggregate grant date fair value of restricted stock units for purposes of ASC Topic 718 was determined based on the closing price of our common stock on the grant date, adjusted for the current dividend yield. With respect to the performance units, the aggregate grant date fair value for purposes of ASC Topic 718 was determined using the probable outcome of the performance conditions as of the grant date based on a valuation model that considers the market condition (TSR) and using assumptions developed from historical information of the company and each of the referenced peer companies. The value included for the performance units is based on 100% of the performance units vesting at the end of the three-year performance period. Using the maximum number of shares issuable upon vesting of the performance units (200% of the units granted), the aggregate grant date fair value of the performance units with respect to 2020 would be as follows:

Name	2020
Terry K. Spencer	$8,808,997
Walter S. Hulse III	$2,967,350
Kevin L. Burdick	$2,967,350
Robert F. Martinovich	$1,854,460
Sheridan C. Swords	$2,318,120

    The amounts included also relate to shares issued under our Employee Stock Award Program, pursuant to which we have issued one share of our common stock to all eligible employees, including our named executive officers, for no monetary consideration, when the per-share closing price of our common stock on the NYSE is at or above each one dollar increment above its previous high closing price. We have issued and will continue to issue, for no monetary consideration, one additional share of our common stock to all eligible employees when the closing price on the NYSE is at or above each one dollar increment above its previous high closing price. We issued one share to all eligible employees under this program during 2020. The next award will be issued when our common stock closes at or above $78.

2  The “Non-Equity Incentive Plan Compensation” and “Bonus” columns of the Summary Compensation Table for Fiscal 2020, together, reflect the annual short-term cash incentive awards earned by each of the named executive officers for 2020, and paid in 2021. For a discussion of the performance criteria established by the Committee for awards under the Annual Officer Incentive Plan, see “2020 Short-Term Incentive Awards” above.

3  The amounts in 2020 represent the aggregate change during 2020 in the actuarial present value of the named executive officers’ accumulated benefits under our qualified Retirement Plan and our Supplemental Executive Retirement Plan. For a description of these plans, see “Pension Benefits” below. The change in the present value of the accrued pension benefit is impacted by variables such as an increase in compensation, additional years of service, age and the applicable discount rate, which was 3% for the Retirement Plan and 2.75% for the Supplemental Executive Retirement Plan for 2020. The Retirement Plan was closed to new participants as of December 31, 2004, and the only named executive officers who participate in the plan are Messrs. Spencer and Swords. Messrs. Spencer and Swords are also the only named executive officers who participate in our Supplemental Executive Retirement Plan. This plan has not accepted any new participants since 2005.

64

Named Executive Officer Compensation  

(footnotes continued)

SUMMARY COMPENSATION TABLE FOR FISCAL 2020

4  Reflects (i) the amounts paid as our dollar-for-dollar match of contributions made by the named executive officer under our Nonqualified Deferred Compensation Plan and our 401(k) Plan as well as quarterly and annual company profit-sharing to our 401(k) Plan and corresponding excess contributions to our Nonqualified Deferred Compensation Plan, (ii) amounts paid for length of service awards and annual holiday gifts and (iii) charitable contributions made on behalf of the named executive officer as follows with respect to 2020:

Name	Year	Match Under Nonqualified Deferred Compensation Plan a	Match Under 401(k) Plan b	Company Profit Sharing Contributions c	Service Award/ Holiday Gift d	Cash Compensation for Additional Life Insurance Tax Burden e	Charitable Contributions f
Terry K. Spencer	2020	$122,754	$17,100	$        —	$  40	$   149	$33,000
Walter S. Hulse III	2020	$  73,350	$17,100	$  8,550	$240	$     97	$  6,000
Kevin L. Burdick	2020	$  73,350	$17,100	$  8,550	$  40	$     97	$10,600
Robert F. Martinovich	2020	$  67,950	$17,100	$  8,550	$  40	$   149	$30,122
Sheridan C. Swords	2020	$  42,900	$17,100	$        —	$  40	$     52	$  5,500
a  For additional information on our Nonqualified Deferred Compensation Plan, see “Pension Benefits—Nonqualified Deferred Compensation Plan” below. b  Our 401(k) Plan is a tax-qualified plan that covers substantially all of our employees. Employee contributions are voluntary. Subject to certain limits, we match 100% of employee contributions to the plan up to a maximum of 6% of eligible compensation. c  The Profit Sharing Plan was merged into our 401(k) Plan effective January 1, 2019, and profit sharing contributions are now made under our 401(k) Plan. d  Service awards are paid to employees every five years on the employee’s employment anniversary with the company in an amount calculated by multiplying each full year of service with the company times $40. e  ONEOK increased the value of employer-paid life insurance to $100,000 for all full-time employees in 2020. According to the Internal Revenue Code employer-paid life insurance of more than $50,000 is taxable in accordance with the current IRS Premium Table. ONEOK compensated all employees with additional wages to make each employee whole for the incremental tax burden resulting from imputed income on the receipt of employer-provided life insurance in excess of $50,000. f  Reflects charitable contributions made by our company or the ONEOK Foundation, Inc. on behalf of the named executive officer consisting of (i) matching contributions up to $5,000 per year made to non-profit organizations of the officer’s choice under our employee matching grant program, (ii) matching contributions to the United Way pursuant to our annual United Way contribution program, and (iii) one-for-one matching contributions for disaster relief and recovery in the state of Oklahoma.

2021 Proxy Statement 65

2020 Grants of  Plan-Based Awards   

2020 GRANTS OF PLAN-BASED AWARDS

The following table reflects the grants of plan-based awards to the named executive officers during 2020.

GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2020
Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards 1						Estimated Future Payouts Under Equity Incentive Plan Awards 2			All Other Stock Awards: Number of Shares of Stock or Units 3	Grant Date Fair Value of Stock Awards 4
		Threshold		Target		Maximum		Threshold	Target	Maximum
Terry K. Spencer
Restricted Units	2/19/2020										12,378	$	950,012
Performance Units	2/19/2020							—	49,511	99,022		$	4,404,499
Short-Term Incentive	2/19/2020	$	—	$	1,062,500	$	2,656,250
Walter S. Hulse III
Restricted Units	2/19/2020										4,169	$	319,971
Performance Units	2/19/2020							—	16,678	33,356		$	1,483,675
Short-Term Incentive	2/19/2020	$	—	$	450,000	$	1,125,000
Kevin L. Burdick
Restricted Units	2/19/2020										4,169	$	319,971
Performance Units	2/19/2020							—	16,678	33,356		$	1,483,675
Short-Term Incentive	2/19/2020	$	—	$	450,000	$	1,125,000
Robert F. Martinovich
Restricted Units	2/19/2020										2,606	$	200,011
Performance Units	2/19/2020							—	10,423	20,846		$	927,230
Short-Term Incentive	2/19/2020	$	—	$	400,000	$	1,000,000
Sheridan C. Swords
Restricted Units	2/19/2020										3,257	$	249,975
Performance Units	2/19/2020							—	13,029	26,058		$	1,159,060
Short-Term Incentive	2/19/2020	$	—	$	375,000	$	937,500
1  Reflects estimated payments that could have been made under our Annual Officer Incentive Plan. The 2020 short-term incentive plan provides for awards based on financial and operational performance of the company, as well as individual performance during the relevant fiscal year. The criteria and individual performance criteria are established annually by the Committee. The Committee also establishes annual target and maximum awards for each officer expressed as a percentage of their base salaries. The actual amounts earned by the named executive officers in 2020 under the plan and paid in 2021 are set forth under the “Non-Equity Incentive Plan Compensation” and “Bonus” columns in the Summary Compensation Table for Fiscal 2020 above.
2  Reflects the performance units that could be earned pursuant to awards granted under our 2018 EIP that are earned three years from the date of grant, at which time the holder is entitled to receive a percentage (0 to 200%) of the performance units granted based on our TSR over the period of February 19, 2020, to February 19, 2023, compared with the TSR of the referenced peer group. One share of our common stock is payable in respect of each performance unit that vests. Performance units are also subject to accelerated vesting upon a qualifying termination of employment in connection with a change in control based on the greater of (a) a prorated payout at target or (b) payout in full based on actual TSR performance relative to that of the designated peer group as of the effective date of the change in control.
3  Reflects restricted stock units granted under our 2018 EIP that vest three years from the date of grant, at which time the grantee is entitled to receive the grant in shares of our common stock. Restricted stock units are also subject to accelerated vesting upon a qualifying termination of employment in connection with a change in control.
4  With respect to the performance units, the aggregate grant date fair value for purposes of ASC Topic 718 was determined using the probable outcome of the performance conditions as of the grant date based on a valuation model that considers market conditions (such as TSR) and using assumptions developed from historical information of the company and each of the peer companies referenced under “Long-Term Incentive Awards—2020 Awards” above. This amount is consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date under ASC Topic 718. The value presented is based on 100% of the performance units vesting at the end of the three-year performance period.

66

Outstanding Equity Awards  

OUTSTANDING EQUITY AWARDS

The following table shows the outstanding equity awards held by the named executive officers as of December 31, 2020.

OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END
	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested 1,3	Market Value of Shares or Units of Stock That Have Not Vested 4		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested 2,3	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested 4
Terry K. Spencer	44,300		$1,700,243	358,433		$13,756,650
Walter S. Hulse III	14,191		$   544,653	114,951		$  4,411,802
Kevin L. Burdick	14,191		$   544,653	114,951		$  4,411,802
Robert F. Martinovich	8,629		$   331,198	69,817		$  2,679,582
Sheridan C. Swords	9,687		$   371,804	77,817		$  2,986,622
1  Represents restricted stock units, including accrued dividend equivalents, that have not yet vested. Restricted stock units vest three years from the date of grant at which time the grantee is entitled to receive one share of our common stock for each vested restricted stock unit (and any accrued dividend equivalent rights associated with such restricted stock unit). The following table reflects the vesting schedule for our outstanding restricted stock units.

RESTRICTED STOCK UNIT VESTING SCHEDULE
Name	Number of Restricted Units	Vest Date
Terry K. Spencer	15,551	on February 21, 2021
	15,201	on February 20, 2022
	13,548	on February 19, 2023
Walter S. Hulse III	5,396	on February 21, 2021
	4,232	on February 20, 2022
	4,563	on February 19, 2023
Kevin L. Burdick	5,396	on February 21, 2021
	4,232	on February 20, 2022
	4,563	on February 19, 2023
Robert F. Martinovich	3,243	on February 21, 2021
	2,534	on February 20, 2022
	2,852	on February 19, 2023
Sheridan C. Swords	3,243	on February 21, 2021
	2,879	on February 20, 2022
	3,565	on February 19, 2023

2  Represents performance units, including accrued dividend equivalents, that have not yet vested. Performance units vest three years from the grant date, at which time the holder is entitled to receive a percentage (0 to 200%) of the performance units granted (and any accrued dividend equivalent rights associated with such performance units) based on our cumulative TSR over the three-year performance period, compared with the cumulative TSR of the referenced peer group. One share of our common stock is payable in respect of each performance unit granted that becomes vested. The following table reflects the projected vesting level of our outstanding performance units reflecting a 200% payout (the maximum payout under the performance units). The estimated level of payout will be determined using the previous fiscal year performance unit payout of 200%

2021 Proxy Statement 67

Stock Vested  

(footnotes continued) PERFORMANCE UNIT VESTING SCHEDULE
Name	Number of Performance Units	Vest Date
Terry K. Spencer	136,073		on February 21, 2021
	121,829		on February 20, 2022
	100,531		on February 19, 2023
Walter S. Hulse III	47,258		on February 21, 2021
	33,828		on February 20, 2022
	33,864		on February 19, 2023
Kevin L. Burdick	47,258		on February 21, 2021
	33,828		on February 20, 2022
	33,864		on February 19, 2023
Robert F. Martinovich	28,368		on February 21, 2021
	20,286		on February 20, 2022
	21,164		on February 19, 2023
Sheridan C. Swords	28,368		on February 21, 2021
	22,994		on February 20, 2022
	26,455		on February 19, 2023

3  The terms of our 2018 restricted stock units provide that any such unvested units will vest upon a change in control, including accrued dividend equivalents. Our 2019 and 2020 restricted stock units provide that any such unvested units will vest upon a qualifying termination of employment in connection with a change in control of the company. Our 2018 performance units will vest in the event of a change in control based on actual TSR performance as of the date of the change in control, including dividend equivalents. Our 2019 and 2020 performance units will vest in the event of a change in control and subsequent involuntary termination of the holder’s employment without cause or voluntarily termination for good reason at the greater of (i) prorated vesting at the target number of performance units or (ii) vesting based on actual TSR performance as of the date of the change in control, in either case including accrued dividend equivalents. See “Post-Employment Payments and Payments upon a Change in Control.”

4  Based on the closing price of our common stock on the NYSE on December 31, 2020 of $38.38.

STOCK VESTED

The following table sets forth stock awards held by the named executive officers that vested in February 2020, including restricted stock units and performance units that were granted in 2017. No named executive officer exercised any options during 2020, and no named executive officer or any other employee currently holds any unexercised options.

STOCK VESTED IN FISCAL YEAR 2020
	Stock Awards 1
Name	Number of Shares Acquired on Vesting 2	Value Realized on Vesting 3
Terry K. Spencer	129,846	$	9,986,479
Walter S. Hulse III	33,551	$	2,580,418
Kevin L. Burdick	33,551	$	2,580,418
Robert F. Martinovich	33,551	$	2,580,418
Sheridan C. Swords	22,400	$	1,722,760

1  All of the named executive officers elected to have vested shares withheld to cover applicable state and federal taxes incurred upon vesting. As a result, the net shares received upon the vesting and the related net value realized are as follows:

Name	Net Shares Acquired on Vesting 2	Net Value Realized on Vesting 3
Terry K. Spencer	72,242	$	5,556,192
Walter S. Hulse III	18,625	$	1,432,541
Kevin L. Burdick	18,626	$	1,432,562
Robert F. Martinovich	18,626	$	1,432,559
Sheridan C. Swords	12,417	$	955,065

2  Includes restricted stock units granted in 2017 that vested in 2020 and were paid in shares of our common stock and performance units granted in 2017 which vested in 2020 at 200% of target and were paid in shares of our common stock.

3  The value received on vesting represents the market value of the shares received based on the average of the high and low prices of our common stock on the NYSE on the date of vesting.

68

Pension Benefits  

PENSION BENEFITS

The following table sets forth the estimated present value of accumulated benefits as of December 31, 2020, and payments made during 2020, in respect of each named executive officer under each of the referenced retirement plans.

PENSION BENEFITS AS OF DECEMBER 31, 2020
Name	Plan Name 1	Number of Years Credited Service	Present Value of Accumulated Benefit 2			Payments During Last Fiscal Year
Terry K. Spencer	Supplemental Executive Retirement Plan	19.25		$	8,629,740	$—
	Retirement Plan	19.25		$	1,438,583	$—
Walter S. Hulse III	Supplemental Executive Retirement Plan	—		$	—	$—
	Retirement Plan	—		$	—	$—
Kevin L. Burdick	Supplemental Executive Retirement Plan	—		$	—	$—
	Retirement Plan	—		$	—	$—
Robert F. Martinovich	Supplemental Executive Retirement Plan	—		$	—	$—
	Retirement Plan	—		$	—	$—
Sheridan C. Swords	Supplemental Executive Retirement Plan	16.00		$	2,077,712	$—
	Retirement Plan	16.00		$	897,722	$—

1  No new participants have been added to our Supplemental Executive Retirement Plan, a nonqualified defined benefit pension plan, since 2005, and, in November 2013, our Board of Directors approved an amendment to the Supplemental Executive Retirement Plan that closed this plan to any additional participants as of January 1, 2014. The Retirement Plan, a qualified defined benefit pension plan, was closed to new participants as of January 1, 2005. Messrs. Spencer and Swords are the only named executive officers who participate in the Retirement Plan and the Supplemental Executive Retirement Plan.

2  A participating executive officer’s benefit is determined as of age 62 when an unreduced benefit can be received under the plans. The present value of the unreduced benefit is determined using the assumptions from the pension plan measurement date of December 31, 2020. Material assumptions used in the calculation of the present value of accumulated benefits are included in Note K to our audited financial statements for the year ended December 31, 2020, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2021.

Retirement Plan

The ONEOK, Inc. Retirement Plan is a defined benefit pension plan qualified under the Tax Code and is subject to the Employee Retirement Income Security Act of 1974, as amended. At December 31, 2020, the plan covered eligible employees hired prior to January 1, 2005, or in connection with an acquisition from Koch Industries on July 1, 2005. All other employees hired on or after January 1, 2005, and certain employees who accepted a one-time opportunity to opt out of our Retirement Plan in 2004, participate in the profit sharing feature in our 401(k) Plan.

Benefits under our Retirement Plan generally become vested and non-forfeitable after completion of five years of continuous employment. Under the plan, a vested participant receives a monthly retirement benefit at normal retirement age, unless an early retirement benefit is elected under the plan, in which case the retirement benefit may be actuarially reduced for early commencement. Generally, participants retiring on or after age 62 through normal retirement age receive 100% of their accrued monthly benefit which may be reduced depending on the optional form of payment elected at retirement. Accrued monthly benefits are calculated at the participant’s retirement date based on the participant’s credited service, limited to a maximum of 35 years, multiplied by a percentage of their final average earnings. The earnings utilized in the Retirement Plan benefit formula for employees include the base salary and short-term incentive compensation paid to an employee during the period of the employee’s final average earnings, less any amounts deferred

under our nonqualified deferred compensation plan. The period of final average earnings used to calculate the accrued monthly benefit is the employee’s highest earnings during any 60 consecutive months during the last 120 months of employment. The amount of eligible compensation that may be considered in calculating retirement benefits is also subject to limitations in the Tax Code.

Supplemental Executive Retirement Plan

We maintain a Supplemental Executive Retirement Plan (“SERP”), a nonqualified supplemental retirement benefit plan for a select group of management and highly compensated employees who also participate in our Retirement Plan. No new participants have been added to our SERP since 2005. In November 2013, our Board of Directors approved an amendment to the SERP that closed the SERP to any additional participants as of January 1, 2014.

The excess retirement benefit under the SERP pays a benefit equal at least to the benefit that would be payable to the participant under our Retirement Plan, using the same formula as our Retirement Plan but as if limitations imposed by the Tax Code were not applicable and including deferrals under our NQDC Plan, less the benefit payable under our Retirement Plan with such limitations. Although the SERP is an unfunded arrangement for purposes of ERISA and the Tax Code, assets have been set aside in a rabbi trust funded with corporate owned life insurance policies to offset the associated SERP liabilities.

2021 Proxy Statement 69

Pension Benefits  

Nonqualified Deferred Compensation Plan

The following table sets forth certain information regarding the participation by the named executive officers in our Nonqualified Deferred Compensation Plan.

NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2020
Name	Year	Executive Contributions in Last Fiscal Year	Registrant Contributions in Last Fiscal Year 1	Aggregate Earnings in Last Fiscal Year 2	Aggregate Withdrawals / Distributions	Aggregate Balance at Last Fiscal Year End 3
Terry K. Spencer	2020	$398,180	$122,754	$1,085,872	$—	$7,493,513
	2019	$680,600	$136,320	$1,151,536	$—	$5,886,708
	2018	$350,100	$  70,020	$ (193,142)	$—	$3,918,252
Walter S. Hulse III	2020	$  15,000	$  73,350	$     97,611	$—	$   995,598
	2019	$197,108	$103,983	$     97,378	$—	$   809,637
	2018	$  62,824	$  69,108	$   (11,204)	$—	$   411,168
Kevin L. Burdick	2020	$  25,000	$  73,350	$   103,150	$—	$   971,444
	2019	$  49,760	$  95,260	$   110,299	$—	$   769,944
	2018	$  57,340	$  58,008	$   (24,231)	$—	$   514,625
Robert F. Martinovich	2020	$          —	$  67,950	$ (109,797)	$—	$3,727,439
	2019	$  57,270	$  90,695	$   881,881	$—	$3,769,286
	2018	$  41,744	$  67,488	$   (83,444)	$—	$2,739,440
Sheridan C. Swords	2020	$  50,000	$  42,900	$ (594,051)	$—	$2,790,607
	2019	$  45,128	$  47,328	$   950,766	$—	$3,291,758
	2018	$  26,020	$  28,020	$       2,395	$—	$2,248,536

1  The “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2020 at page 64 includes these amounts paid under our Nonqualified Deferred Compensation Plan as our excess matching and quarterly and annual profit sharing contributions with respect to our 401(k) Plan and excess quarterly and annual company profit-sharing contributions, if applicable, with respect to our former Profit Sharing Plan.

2  There were no above-market earnings in 2020, 2019, or 2018.

3  Includes amounts previously reported in the Summary Compensation Table in the previous years when earned, if that officer’s compensation was required to be disclosed in a previous year. Amounts reported in such years include previously earned, but deferred, salary and annual incentive awards; company matching quarterly and annual contributions; and shares that were deferred upon vesting of long-term incentive grants and the dividend equivalents accumulated on these deferrals.

We maintain a Nonqualified Deferred Compensation Plan (“NQDC Plan”) to provide a select group of management and highly compensated employees with the option to defer portions of their compensation and provide notional employer contributions that are not otherwise available due to limitations on employer and employee contributions to qualified defined contribution plans under the federal tax laws. In 2020, we made notional contributions to the NQDC Plan in the amount of 6% of eligible compensation above the applicable federal tax limit to all NQDC Plan participants, plus an additional 3% of eligible compensation above the applicable federal tax limit for NQDC Plan participants who do not participate in the SERP. Prior to 2020, under a predecessor nonqualified deferred compensation plan, we made notional matching contributions for the benefit of plan participants to replace any company contributions a participant may lose because of limits imposed under the federal tax laws on contributions by us or a participant to the

401(k) Plan and limits on our contributions to our former Profit Sharing Plan, as well as benefits limited by federal tax laws for participants in the ONEOK, Inc. Retirement Plan who did not participate in the SERP.

The NQDC Plan also allows for supplemental credit amounts, which are amounts that can be contributed at the discretion of the Committee. No such supplemental credits were contributed in 2020. The participant at the time a deferral election is made must specify the distribution date for such deferrals which may be a date specified by the participant or at separation from service. Deferred amounts may also be distributed upon the participant’s death, disability or change in control. All deferrals and company contributions

deferred and earned prior to 2020, and all amounts contributed under the 2020 NQDC Plan, are credited with a notional investment return based on the amount of gains, losses and earnings for each

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Potential Post-Employment  Payments and Payments Upon a Change in Control  

of the investment options selected by the participant. For the year ended December 31, 2020, the notional investment return for the investment options were as follows:

Fund Name	Plan Level Returns
Vanguard Federal Money Market—Investor Shares Intermediate-Term Bond	0.45%
PIMCO Total Return—Institutional Class	8.88%
TCW Total Return Bond—I Share	8.31%
Vanguard Total Bond Market Index—Admiral Shares Target-Date—Lifecycle	7.72%
Vanguard Instl Target Retirement Income—Instl Shares	10.18%
Vanguard Instl Target Retirement 2015—Instl Shares	10.42%
Vanguard Instl Target Retirement 2020—Instl Shares	12.09%
Vanguard Instl Target Retirement 2025—Instl Shares	13.34%
Vanguard Instl Target Retirement 2030—Instl Shares	14.10%
Vanguard Instl Target Retirement 2035—Instl Shares	14.80%
Vanguard Instl Target Retirement 2040—Instl Shares	15.44%
Vanguard Instl Target Retirement 2045—Instl Shares	16.17%
Vanguard Instl Target Retirement 2050—Instl Shares	16.33%
Vanguard Instl Target Retirement 2055—Instl Shares	16.36%
Vanguard Instl Target Retirement 2060—Instl Shares	16.40%
Vanguard Instl Target Retirement 2065—Instl Shares Allocation—50% to 70% Equity	16.18%
Fidelity Balanced—Class K Large Cap Value	22.48%
Vanguard Institutional Index—Instl Shares Large Cap Growth	18.39%
JPMorgan Large Cap Growth—Class R6	56.42%
Vanguard PRIMECAP—Investor Shares Mid Cap Blend	17.32%
Vanguard Extended Market Index—Admiral Shares Small Cap Blend	32.21%
JPMorgan Small Cap Equity—Class I Foreign Large Blend	18.51%
Dodge & Cox International Stock	2.10%
Vanguard FTSE All-World ex-US Index—Admiral Shares Diversified Emerging Markets	11.35%
American Century Emerging Markets—R6 Shares	25.37%
Dodge & Cox Stock Fund	7.16%

At the distribution date, cash is distributed to participants based on the fair market value of the deemed investment of the participant’s accounts at that date. Although the NQDC Plan is an unfunded arrangement for purposes of ERISA and the Tax Code, assets have been set aside in a rabbi trust funded with corporate owned life insurance policies to offset the associated NQDC Plan liabilities. Amounts may no longer be deferred under the prior NQDC plans but do continue to accrue notional interest and remain subject to the terms of those plans and the participant elections as to timing of distributions.

POTENTIAL POST-EMPLOYMENT PAYMENTS AND PAYMENTS UPON A CHANGE IN CONTROL

Described below are the post-employment compensation and benefits that we provide to our named executive officers. The objectives of the post-employment compensation and benefits that we provide are to:

• Assist in recruiting and retaining talented executives in a competitive market;

• Provide security for any compensation or benefits that have been earned;

• Permit executives to focus on our business;

• Eliminate any potential personal bias of an executive against a transaction that is in the best interest of our shareholders;

• Avoid the costs associated with separately negotiating executive severance benefits; and

• Provide us with the flexibility needed to react to a continually changing business environment.

We do not enter into individual employment agreements with our executive officers. Instead, in general, the rights of our executives with respect to specific events are covered by our compensation and benefit plans. Under this approach, post-employment compensation and benefits are established separately from the other compensation elements of our executives.

The use of a “plan approach” instead of individual employment agreements serves several objectives. First, the plan approach provides us with more flexibility to change the terms of severance benefits from time to time if necessary. Second, the plan approach is more transparent, both internally and externally. Internal transparency eliminates the need to negotiate separation benefits on a case-by-case basis and assures an executive that his or her severance benefits are comparable with those of his or her peers. Finally, the plan approach is easier for us to administer, as it requires less time and expense.

Payments Made upon Any Termination

Regardless of the manner in which a named executive officer’s employment terminates, he or she is entitled to receive amounts earned during his or her term of employment. These amounts include:

• Accrued but unpaid salary;

• Amounts contributed under our 401(k) Plan and the NQDC Plan;

• Amounts accrued and vested through our Retirement Plan and SERP; and

• Unused prorated vacation (except in the case of death, in which case unused vacation is paid in full).

2021 Proxy Statement 71

Potential Post-Employment  Payments and Payments Upon a Change in Control  

Payments Made upon Retirement or Disability

In the event of the retirement or termination upon disability of a named executive officer, in addition to the items identified above, such named executive officer will be entitled to:

• Receive a prorated portion of each outstanding performance unit award upon completion of the applicable performance periods;

• Receive a prorated portion of each outstanding restricted stock unit award; and

• If hired prior to January 1, 2017, participate in retiree health and life benefits for eligible participants and qualifying dependents.

Payments of deferred compensation to a “covered employee” upon a “separation from service” within the meaning of Section 409A of the Tax Code are subject to a six-month delay on payment.

Payments Made upon Death

In the event of the death of a named executive officer, in addition to the benefits listed under the headings “Payments Made Upon Any Termination” and “Payments Made Upon Retirement or Disability” above, the named executive officer will receive applicable payments under our life insurance plan.

Payments Made upon or Following a Change in Control

We believe that the possibility of a change in control creates uncertainty for executive officers because such transactions frequently result in changes in senior management. Our Board of Directors has adopted a Change in Control Severance Plan that covers all of our executive officers, including the named executive officers. Subject to certain exceptions, the Change in Control Severance Plan will provide our officers with severance benefits if they are terminated by us without cause (as defined in the Change in Control Severance Plan and discussed in greater detail below) or if they resign for good reason (as defined in the Change in Control Severance Plan), in each case within two years following a change in control of us. All Change in Control Severance Plan benefits are “double trigger,” meaning that payments and benefits under the plan are payable only if the officer’s employment is terminated by us without “cause” or by the officer for a “good reason” at any time during the two years following a change in control. Severance payments under the plan consist of a single lump sum cash payment that may be up to three times the participant’s base salary and target short-term incentive bonus, plus reimbursement of COBRA healthcare premiums for up to 18 months. Our Board of Directors, upon the recommendation of the Committee, established a severance multiplier of two times the sum of annual salary plus target annual bonus for each of our named executive officers except for Mr. Spencer, whose multiplier is three times.

The Change in Control Severance Plan does not provide for additional pension benefits upon a change in control. In addition, the Change in Control Severance Plan does not contain an excise tax gross-up for any participant. Rather, severance payments and benefits under the Change in Control Severance Plan will be reduced if, as a result of such reduction, the officer would receive a greater total payment after taking taxes, including excise taxes, into account.

Relative to the overall value of our company, we believe the potential benefits payable upon a change in control under the Change in Control Severance Plan are comparatively minor, and we believe that the level of benefits is consistent with the general practice among our peers.

For the purposes of the Change in Control Severance Plan, a “change in control” generally means any of the following events:

• An acquisition of our voting securities by any person that results in the person having beneficial ownership of 20% or more of the combined voting power of our outstanding voting securities, other than an acquisition directly from us;

• The current members of our Board of Directors, and any new director approved by a vote of at least two-thirds of our Board, cease for any reason to constitute at least a majority of our Board, other than in connection with an actual or threatened proxy contest (collectively, the “Incumbent Board”);

• A merger, consolidation or reorganization with us or in which we issue securities, unless (a) our shareholders immediately before the transaction, as a result of the transaction, own, directly or indirectly, at least 50% of the combined voting power of the voting securities of the company resulting from the transaction, (b) the members of our Incumbent Board after the execution of the transaction agreement constitute at least a majority of the members of the Board of the company resulting from the transaction, or (c) no person other than persons who, immediately before the transaction owned 20% or more of our outstanding voting securities, has beneficial ownership of 20% or more of the outstanding voting securities of the company resulting from the transaction; or

• Our complete liquidation or dissolution or the sale or other disposition of all or substantially all of our assets.

For the purposes of the Change in Control Severance Plan, termination for “cause” means a termination of employment of a participant in the Change in Control Severance Plan by reason of:

• A participant’s indictment for or conviction in a court of law of a felony or any crime or offense involving misuse or misappropriation of money or property;

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Potential Post-Employment  Payments and Payments Upon a Change in Control  

• A participant’s violation of any covenant, agreement or obligation not to disclose confidential information regarding the business of the company (or a division or subsidiary) or a participant’s violation of any covenant, agreement or obligation not to compete with the company (or a division or subsidiary);

• Any act of dishonesty by a participant that adversely affects the business of the company (or a division or subsidiary) or any willful or intentional act of a participant that adversely affects the business, or reflects unfavorably on the reputation, of the company (or a division or subsidiary);

• A participant’s material violation of any written policy of the company (or a division or subsidiary); or

• A participant’s failure or refusal to perform the specific directives of the Board or its officers, which are consistent with the scope and nature of the participant’s duties and responsibilities, to be determined in the Board’s sole discretion.

For the purposes of the Change in Control Severance Plan, “good reason” means:

• A participant’s demotion or material reduction of the participant’s significant authority or responsibility with respect to employment with the company from that in effect on the date the change in control occurred;

• A material reduction in the participant’s base salary from that in effect immediately prior to the change in control;

• A material reduction in short-term and/or long-term incentive targets from those applicable to the participant immediately prior to the change in control;

• The relocation to a new principal place of employment of the participant’s employment by the company, which is more than 35 miles farther from the participant’s principal place of employment prior to such change; and

• The failure of a successor company to explicitly assume the Change in Control Severance Plan.

Post-Employment Payments Tables

The following tables reflect estimates of the incremental amount of compensation due to each named executive officer in the event of such executive’s termination of employment by reason of death, disability or retirement, termination of employment without cause, or termination of employment without cause or with good reason within two years following a change in control. The amounts shown assume that such termination was effective as of December 31, 2020, and are estimates of the amounts that would be paid to the executives upon such termination, including, with respect to performance units, the performance factor calculated as if the performance period ended on December 31, 2020. The amounts reflected in the “Qualifying Termination Following a Change in Control” column of the tables that follow are the amounts that would be paid pursuant to our Change in Control Severance Plan and, with respect to outstanding performance units, assume a change in control effective December 31, 2020 and a performance factor based on our total shareholder return relative to the designated peer group on that date. The value of restricted units and performance units reflected in the tables below is based on the closing price of our stock on the NYSE on December 31, 2020 of $38.38.

Terry K. Spencer	Termination upon Death			Termination Without    Cause, Disability, or     Retirement			Qualifying Termination    Following a Change in    Control
Cash Severance		$	—		$	—		$	5,737,501
Health and Welfare Benefits		$	84,999		$	30,514		$	54,713
Equity
Restricted Units		$	1,064,662		$	1,064,662		$	1,700,243
Performance Units		$	8,861,545		$	8,861,545		$	13,756,650
Total		$	9,926,207		$	9,926,207		$	15,456,893
Total		$	10,011,206		$	9,956,721		$	21,249,106

2021 Proxy Statement 73

2020 CEO Pay Ratio  

Walter S. Hulse III	Termination upon Death			Termination Without    Cause, Disability, or     Retirement			Qualifying Termination    Following a Change in Control
Cash Severance		$	—		$	—		$	1,900,000
Health and Welfare Benefits		$	57,691		$	53,684		$	90,496
Equity
Restricted Units		$	343,498		$	343,498		$	544,653
Performance Units		$	2,867,448		$	2,867,448		$	4,411,802
Total		$	3,210,946		$	3,210,946		$	4,956,455
Total		$	3,268,637		$	3,264,630		$	6,946,951

Kevin L. Burdick	Termination upon Death			Termination Without    Cause, Disability, or     Retirement			Qualifying Termination    Following a Change in    Control
Cash Severance		$	—		$	—		$	1,900,000
Health and Welfare Benefits		$	57,691		$	13,622		$	38,721
Equity
Restricted Units		$	343,498		$	343,498		$	544,653
Performance Units		$	2,867,448		$	2,867,448		$	4,411,802
Total		$	3,210,946		$	3,210,946		$	4,956,455
Total		$	3,268,637		$	3,224,568		$	6,895,176

Robert F. Martinovich	Termination upon Death			Termination Without    Cause, Disability, or     Retirement			Qualifying Termination    Following a Change in    Control
Cash Severance		$	—		$	—		$	1,800,000
Health and Welfare Benefits		$	57,692		$	29,646		$	54,744
Equity
Restricted Units		$	207,404		$	207,404		$	331,198
Performance Units		$	1,729,688		$	1,729,688		$	2,679,582
Total		$	1,937,092		$	1,937,092		$	3,010,780
Total		$	1,994,784		$	1,966,738		$	4,865,524

Sheridan C. Swords	Termination upon Death			Termination Without    Cause, Disability, or     Retirement			Qualifying Termination    Following a Change in    Control
Cash Severance		$	—		$	—		$	1,750,000
Health and Welfare Benefits		$	57,692		$	57,692		$	91,731
Equity
Restricted Units		$	223,103		$	223,103		$	371,804
Performance Units		$	1,849,629		$	1,849,629		$	2,986,622
Total		$	2,072,732		$	2,072,732		$	3,358,426
Total		$	2,130,424		$	2,130,424		$	5,200,157

2020 CEO PAY RATIO

Final Securities and Exchange Commission rules implementing the Dodd-Frank Act now require public companies to disclose the ratio of CEO annual total compensation to median employee annual total compensation. Using the methodology described below, (a) the annual total compensation for our CEO in 2020 was $10,143,927; (b) the annual total compensation for our median employee in 2020 was $112,696; and (c) the resulting ratio of our CEO’s compensation to median employee compensation in 2020 was 90 to 1.

For 2020, our median employee was determined by ranking the gross wage income (excluding one-time and non-recurring items) of all active employees, excluding our CEO, as of December 31, 2020. No employees were excluded from this ranking. After identifying the median employee, we calculated the ratio above pursuant to the methodology described below, as of December 31, 2020.

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2020 CEO Pay Ratio  

We calculated annual total compensation for the median employee in 2020 according to the same methodology used to calculate total compensation for our CEO in the Summary Compensation Table. Under the Summary Compensation Table methodology, annual total compensation includes base salary, cash incentive plan compensation, stock awards, benefit accruals under the ONEOK Retirement Plan and SERP, and all other compensation (including overtime pay, service awards, ONEOK matching charitable contributions and ONEOK contributions to the ONEOK 401(k) Plan, and the ONEOK Nonqualified Deferred Compensation Plan, as applicable). The Summary Compensation Table methodology does not include the value of employer-provided health and insurance coverage and benefits.

The increase in our 2020 CEO pay ratio is attributable primarily to the increase in the compensation of our CEO as approved by the Committee.

We believe the foregoing pay ratio disclosure, including but not limited to any assumptions, estimates, adjustments, methodologies and existing internal records used to identify our median employee, is a reasonable estimate calculated in a manner consistent with Securities and Exchange Commission Item 402(u) of Regulation S-K. The Securities and Exchange Commission rules for identifying the median employee and calculating that employee’s annual total compensation allow companies to make reasonable assumptions and estimates, and to apply a variety of methodologies and exclusions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different compensation practices, and may utilize different assumptions, estimates, methodologies and exclusions in calculating their own pay ratios.

2021 Proxy Statement 75

Proposal 3 – Advisory Vote on Executive Compensation

INTRODUCTION

The Dodd-Frank Act added provisions to Section 14A of the Exchange Act to provide that a public company’s proxy statement in connection with the company’s annual meeting of shareholders must, at least once every three years, allow shareholders to cast a non-binding, advisory “say-on-pay” vote regarding the compensation of the company’s named executive officers as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. Section 14A of the Exchange Act, as amended by the Dodd-Frank Act, also requires us, not less frequently than once every six years, to provide our shareholders the opportunity to vote, on a non-binding advisory basis, on the frequency with which we will submit to shareholders a “say-on-pay” advisory vote.

At our 2017 annual meeting of shareholders, a substantial majority of our shareholders voted for an annual say-on-pay vote. Based on these results, we will continue to provide our shareholders with an annual, non-binding, advisory say-on-pay vote on executive compensation.

Our shareholders will again have an opportunity to cast a non-binding vote for their preference concerning the frequency of our advisory vote on executive compensation at our 2023 annual meeting of shareholders.

OUR EXECUTIVE COMPENSATION PROGRAM

As described in the Compensation Discussion and Analysis section of this proxy statement and the compensation tables and narrative discussion set forth above, our executive compensation program is based on our pay-for-performance philosophy and is designed with the following goals in mind:

• Pay for performance: to align the interests of our executive officers with the interests of our shareholders;

• Compensation aligned with business strategies: to attract, retain and motivate highly talented executives who are critical to the successful implementation of our strategic plan;

• Pay equity: to pay our executives fairly relative to one another and our industry peers based on their responsibilities, experience and performance; and

• Compensation governance best practices: to implement sound governance practices by implementing executive compensation best practices and policies.

Our Executive Compensation Committee regularly reviews the compensation program for our named executive officers to assess its effectiveness in delivering these goals.

Examples of how the various elements of our compensation program for our named executive officers are linked to company performance and are designed to achieve the goals set forth above include:

• At-risk pay: a substantial portion of our named executive officers’ compensation is “variable” or “at-risk” incentive compensation, meaning that it is tied to our performance relative to various short-term and long-term objectives, which are based on a number of financial and operational goals;

• Awards are capped: awards to each named executive officer are subject to fixed maximums established by our Executive Compensation Committee;

• Multiple performance measures: short-term incentive awards are based on a review of a variety of indicators of performance, rather than any single indicator of performance;

• Prudent risk management: short-term and long-term incentive awards are not tied to formulas that could focus our named executive officers on specific short-term outcomes;

• Executive Compensation Committee Assessment: the Executive Compensation Committee approves the final annual incentive plan awards after the review and confirmation of executive and operating and financial performance;

• Clawbacks: short-term cash and long-term equity incentive awards are subject to clawback provisions;

• Long-term performance period: for named executive officers, a significant portion of incentive award value is delivered in the form of our stock-based compensation that vests over multiple years;

• Majority performance-based equity: for executive officers, approximately 80% of the long-term, stock-based incentive amounts are in the form of performance units; and

• Robust share-ownership guidelines: executive officers are subject to our share-ownership guidelines.

For additional information on the compensation program for our named executive officers, including specific information about compensation in fiscal year 2020, please read the “Executive Compensation Discussion and Analysis,” along with the subsequent tables and narrative descriptions, beginning on page 48.

Following our 2020 annual meeting of shareholders, the Executive Compensation Committee took into account the affirmative vote by 94.8% of our shareholders who voted on our executive compensation, including abstentions, at our 2020 annual meeting of shareholders and determined to continue to apply the same principles applied in recent years in determining the nature and amount of executive compensation.

76

Vote Required and Board Recommendation  

For the reasons discussed above, the Board of Directors recommends that shareholders vote in favor of the following resolution:

“RESOLVED, that the shareholders hereby approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in the company’s Proxy Statement for the 2021 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

VOTE REQUIRED AND BOARD RECOMMENDATION

This vote is advisory and will not be binding on the company, our Board of Directors or our Executive Compensation Committee. Our Board and our Executive Compensation Committee value the opinions of our shareholders and, to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns, and the Executive Compensation Committee will evaluate whether any actions are necessary to address those concerns.

In accordance with our By-laws, approval of this proposal requires the affirmative vote of a majority of the voting power of the shareholders present online or by proxy and entitled to vote on this proposal at the meeting. Abstentions will have the same effect as votes against this proposal and broker non-votes do not count as entitled to vote for purposes of determining the outcome of the vote on this proposal.

Your Board of Directors unanimously recommends a vote FOR the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the related narrative discussion.

2021 Proxy Statement 77

Related-Person Transactions

Our Board of Directors recognizes that transactions in which we participate and in which a related person (executive officer, director, director nominee, 5% or greater shareholder and their immediate family members) has a direct or indirect material interest can present potential or actual conflicts of interest and create the appearance that company decisions are based on considerations other than the best interests of the company and its shareholders.

Accordingly, as a general matter, it is our preference to avoid related-person transactions. Nevertheless, we recognize that there are situations where related-person transactions may be in, or may not be inconsistent with, the best interests of the company and its shareholders including, but not limited to, situations where we provide products or services to related persons on an arm’s length basis and on terms comparable with those provided to unrelated third parties.

In the event we enter into a transaction in which an executive officer (other than an employment relationship), director (other than compensation arrangements for service on our Board provided to each director), director nominee, 5% or greater shareholder, or a member of their immediate family has a direct or indirect material interest, the transaction is presented to our Audit Committee and, if warranted, our Board, for review to determine if the transaction creates a conflict of interest and is otherwise fair to the company. In determining whether a particular transaction creates a conflict of interest and, if so, is fair to the company, our Audit Committee and, if warranted, our Board of Directors, consider the specific facts and circumstances applicable to each such transaction, including: the parties to the transaction, their relationship to the company and nature of their interest in the transaction; the nature of the transaction; the aggregate value of the transaction; the length of the transaction; whether the transaction occurs in the normal course of our business; the benefits to our company provided by the transaction; if applicable, the availability of other sources of comparable

products or services; and, if applicable, whether the terms of the transaction, including price or other consideration, are the same or substantially the same as those available to the company if the transaction were entered into with an unrelated party.

We require each executive officer and director to annually provide us written disclosure of any transaction in which we participate and in which the officer or director or any of his or her immediate family members has a direct or indirect material interest. Our Corporate Governance Committee reviews our disclosure of related-party transactions in connection with its annual review of director independence. These procedures are not in writing but are documented through the meeting agendas and minutes of our Audit and Corporate Governance Committees.

As required to be disclosed by SEC regulations regarding transactions with related persons: Kate E. Gibson, daughter of our Chairman of the Board, John W. Gibson, is employed by us as an Account Manager and her total compensation during 2020 was in excess of $120,000; David Rader, brother-in-law of Gary D. Parker (who resigned from our Board effective December 15, 2020), is employed by us as a Director of Rates and Regulatory Compliance and his total compensation during 2019 was in excess of $120,000; and Charles M. Kelley II, son of Charles M. Kelley, our Senior Vice President, Natural Gas, is employed by us as an Account Manager and his total compensation during 2020 was in excess of $120,000.

78

Shareholder Proposals

Our By-Laws and the rules of the Securities and Exchange Commission provide when we must include a shareholder’s proposal in our proxy statement and identify the proposal in our form of proxy when we hold an annual or special meeting of shareholders.

Proposals that shareholders would like to submit for inclusion in our proxy statement for our 2022 annual meeting of shareholders pursuant to Rule 14a-8 under the Exchange Act should be received in writing by our corporate secretary at our principal executive offices no later than December 8, 2021. Only those shareholder proposals eligible for inclusion under Rule 14a-8 will be included in our proxy statement.

If a shareholder desires to present a proposal, other than the nomination of directors at our 2022 annual meeting, outside the process provided by Rule 14a-8, the shareholder must follow the procedures set forth in our By-laws. Our By-laws generally provide that a share-

holder may present a proposal at an annual meeting if (1) the shareholder is a shareholder of record at the time the shareholder gives written notice of the proposal and is entitled to vote at the meeting and (2) the shareholder gives timely written notice of the proposal, including any information regarding the proposal required under our By-laws, to our corporate secretary. To be timely for our 2022 annual meeting, a shareholder’s notice must be delivered to, or mailed and received at, our principal executive offices no later than December 8, 2021, and no sooner than November 8, 2021. Please see “Director Nominations” for information about director nominations, including director nominees via proxy access.

Annual Report on Form 10-K

Our 2020 annual report to shareholders (which includes our Annual Report on Form 10-K for the year ended December 31, 2020) is available on our corporate website at www.oneok.com. We will provide, without charge, on the written request of any person solicited hereby, a copy of our Annual Report on Form 10-K as filed with the

Securities and Exchange Commission for the year ended December 31, 2020. Written requests should be mailed to Patrick W. Cipolla, Secretary, ONEOK, Inc., 100 West Fifth Street, Tulsa, Oklahoma 74103.

Other Matters

So far as is now known to us, there is no business other than that described in this proxy statement above to be presented to the shareholders for action at the annual meeting. Should other business come before the annual meeting, votes may be cast pursuant to proxies in respect to any such business in the best judgment of the persons acting under the proxies.

Please return your proxy as soon as possible. Unless a quorum consisting of a majority of the outstanding shares entitled to vote is represented at the annual meeting, no business can be transacted. Therefore, please authorize a proxy electronically via the internet, by telephone, or by mail. Please act promptly to ensure that you will be represented at this important meeting.

By order of the Board of Directors.

Patrick W. Cipolla

Secretary

Tulsa, Oklahoma

April 7, 2021

2021 Proxy Statement 79

100 West Fifth Street Tulsa, Oklahoma 74103	Post Office Box 871 Tulsa, OK 74102-0871
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		TELEPHONE, SEE REVERSE
		SIDE OF THIS PROXY CARD.

TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,

SIMPLY SIGN, DATE AND RETURN THIS PROXY CARD.

Your Board of Directors recommends a vote FOR the election of each of the nominees listed below.

	1.	Election of 11 directors:
				FOR	AGAINST	ABSTAIN			FOR	AGAINST	ABSTAIN
		01	Brian L. Derksen	☐	☐	☐	07	Jim W. Mogg	☐	☐	☐
		02	Julie H. Edwards	☐	☐	☐	08	Pattye L. Moore	☐	☐	☐
Please fold here – Do not separate
		03	John W. Gibson	☐	☐	☐	09	Eduardo A. Rodriguez	☐	☐	☐
		04	Mark W. Helderman	☐	☐	☐	10	Gerald B. Smith	☐	☐	☐
		05	Randall J. Larson	☐	☐	☐	11	Terry K. Spencer	☐	☐	☐
		06	Steven J. Malcolm	☐	☐	☐

Your Board of Directors recommends a vote FOR Proposals 2 and 3:
2.	Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of ONEOK, Inc. for the year ending December 31, 2021.	☐   For	☐  Against	☐  Abstain
3.	An advisory vote to approve ONEOK, Inc.’s executive compensation.	☐   For	☐  Against	☐  Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS.

Date                                                              

Signature(s) in Box

Please sign exactly as your name(s) appears on the Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.

ONEOK, Inc.

ANNUAL MEETING OF SHAREHOLDERS

Wednesday, May 26, 2021

9:00 a.m. Central Daylight Time

To register for the virtual meeting, please follow the instructions below:

• Visit www.proxydocs.com/oke on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Internet Explorer, Edge or Firefox. Please ensure your browser is compatible.

• As a shareholder, you will then be required to enter your control number which is located in the upper right hand corner on the reverse side of this proxy card/notice.

After registering, you will receive a confirmation email. Approximately one hour prior to the start of the meeting an email will be sent to the email address you provided during registration with a unique link to the virtual meeting.

100 West Fifth Street Tulsa, Oklahoma 74103     Proxy  

ANNUAL MEETING OF SHAREHOLDERS MAY 26, 2021

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John W. Gibson and Stephen B. Allen, or either of them, with the power of substitution in each, as proxies to vote all shares of stock of the undersigned in ONEOK, Inc. at the Annual Meeting of Shareholders to be held May 26, 2021, and at any and all adjournments or postponements thereof, upon the matter of the election of directors, the proposals referred to in Items 2 and 3 of this Proxy, and any other business that may properly come before the meeting.

Shares will be voted as specified. IF YOU SIGN BUT DO NOT GIVE SPECIFIC INSTRUCTIONS, YOUR SHARES WILL BE VOTED FOR THE ELECTION OF EACH OF THE LISTED NOMINEES FOR DIRECTOR AS PROPOSED, AND FOR PROPOSALS 2 AND 3.

This card also constitutes voting instructions by the undersigned participant to the trustee of the ONEOK, Inc. 401(k) Plan, the ONE Gas, Inc. 401(k) Plan and the ONE Gas, Inc. Profit Sharing Plan for all shares votable by the undersigned participant and held of record by such trustee, if any. The trustee will vote these shares as directed provided your voting instruction is received by 11:59 p.m. Central Daylight Time on May 23, 2021. If there are any shares for which instructions are not timely received, the trustee will cause all such shares to be voted in the same manner and proportion as the shares of the plan for which timely instructions have been received, unless to do so would be contrary to ERISA. All voting instructions for shares held of record by the referenced plans shall be confidential.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE LISTED NOMINEES FOR DIRECTOR AS PROPOSED, AND A VOTE FOR PROPOSALS 2 AND 3.

If you vote by the internet or telephone, you DO NOT need to return your proxy card.

If you do not vote by the internet or telephone, please mark, sign and date the proxy card. Detach the proxy card and return it in the postage-paid envelope.

Vote by Internet, Telephone or Mail

24 Hours a Day, 7 Days a Week

Your phone or internet vote authorizes the named proxies to vote your shares

in the same manner as if you marked, signed and returned your proxy card.

INTERNET	PHONE	MAIL
www.proxypush.com/oke	866-883-3382
		Mark, sign and date your proxy
Use the internet to vote your proxy	Use a touch-tone telephone to vote	card and return it in the
until 11:59 p.m. Central Daylight	your proxy until 11:59 p.m. Central	postage-paid envelope provided in
Time on May 25, 2021.	Daylight Time on May 25, 2021.	time to be received by May 25, 2021.

If you vote your proxy by internet or by telephone, you do NOT need to mail back your proxy card.