Williams Appoints Three New Board Members Amid Proxy Fight

  • Pipeline company bolsters board membership to 10 people
  • Corvex Management’s Keith Meister initiated proxy battle

Williams Cos. appointed three independent directors who’ll take seats immediately and stand for election at the company’s November annual meeting as the pipeline giant faces a proxy battle with activist investor Keith Meister.

Stephen W. Bergstrom, Scott D. Sheffield and William H. Spence will join Williams’ board, the company said in a statement, creating a 10-member body following the July revolt that saw six of Williams’ 13 directors resign over a failed bid to oust Chief Executive Officer Alan Armstrong.

Williams’ board is the latest flash point over the future of the Tulsa, Oklahoma-based company after a Delaware judge ruled in June that rival pipeline operator Energy Transfer Equity LP could walk away from its planned $33 billion takeover of Williams. Meister, of Corvex Management LP, and fellow activist investor Eric Mandelblatt of Soroban Capital Partners LP had supported that deal while Armstrong had long opposed it. In July, Meister, Mandelblatt and four other directors resigned from Williams’ board, saying they lacked confidence in Armstrong’s ability to lead the company.

Since then, Armstrong has articulated a vision for Williams as a standalone company and orchestrated a few moves, including selling off its Canadian assets and vowing to support the Williams Partners LP master-limited partnership unit. Williams shares rose 9.4 cents to $27.924 at 11:33 a.m. in New York. Shares are up 36 percent since July 1.

Calls to Meister weren’t immediately returned, and Mandelblatt didn’t provide immediate comment.

Critical Comments

On Aug. 22, Meister renewed his public criticism of Armstrong and the remaining Williams board members following reports that the company rejected a takeover bid from Enterprise Products Partners LP. Speaking to CNBC, Meister compared the Williams board to inferior athletes and said a new board should determine who will steer the company.

Meister nominated 10 "placeholder nominees" on Aug. 24 -- all of them Corvex employees, including himself -- and has said they’d never actually serve but would step down once potential "superstar" directors are identified.

Williams said on Monday that all three new directors have "outstanding" experience.

“All three of our new directors are well-known for their outstanding records of performance serving as board members and chief executive officers of publicly traded energy companies,” Williams Chairman Kathleen Cooper said in the statement. “We are looking forward to benefiting from their fresh perspectives and deep industry insights.”

Bergstrom is a former chairman and CEO of American Midstream Partners LP, Sheffield is chairman and CEO of oil and gas producer Pioneer Natural Resources Co., and Spence is chairman and CEO of utility owner PPL Corp. Sheffield is scheduled to retire as CEO at year-end.

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