UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                                Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Williams connects the best supplies to the best markets as highlighted by bringing the 1.7 Bcf/d Atlantic Sunrise project online in October 2018 to deliver marcellus supplies as far south as Alabama (photo left); by bringing the 475 MMcf/d Gulf Connector Project online in early 2019 to provide service to two LNG export facilities (photo right); and by the 2018 joint-venture acquisition of a growing gathering and processing asset base in the DJ Basin now called Rocky Mountain Midstream and operated by Williams.

From Your Chairman

March 28, 2019

		Fellow Stockholders:   As Chairman of the Williams Board of Directors, I am pleased to extend to you the official notice of our 2019 Annual Meeting of Stockholders.   This year’s meeting will be held on May 9, 2019. You are invited to vote your shares and listen to a report from management on Williams’ operations. There will also be an opportunity to ask questions.
Stephen W. Bergstrom Chairman of the Board		The notice of the annual meeting and proxy statement accompanying this letter provides information about the matters to be considered and acted upon at the annual meeting. This year we have adopted the notice and access model to deliver our proxy materials to our stockholders.

If you cannot attend the annual meeting in person, it is still important that your shares be represented and voted at the annual meeting. You are urged to read the proxy statement and, whether or not you plan to attend the annual meeting, to promptly submit a proxy by telephone, Internet or, if you received a printed version of these proxy materials, by completing and signing a proxy card. Instructions on how to vote are explained in “Questions and Answers About the Annual Meeting and Voting” section.

I look forward to seeing you at this year’s meeting.

Sincerely,

Stephen W. Bergstrom

Chairman of the Board

The Williams Companies, Inc. – 2019 Proxy Statement        

Notice of the 2019 Annual Meeting of Stockholders

Date, Time, and Place

Thursday, May 9, 2019 at 2:00 p.m. CDT

Williams Resource Center Theater, One Williams Center, Tulsa, Oklahoma 74172

Record Date

Close of business on March 11, 2019. Stockholders of record at such time will be entitled to receive notice of and to vote at the annual meeting.

Agenda

Voting

Even if you intend to be present at the annual meeting, please promptly vote by proxy in one of the following ways so that your shares of common stock may be represented and voted at the annual meeting:

For instructions on voting, please see “Questions and Answers About the Annual Meeting and Voting” section of this proxy statement, refer to the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a printed version of these proxy materials by mail, on the enclosed proxy card.

The Board unanimously recommends that you vote FOR the election of each of the Board’s director nominees, FOR the ratification of the appointment of Ernst & Young LLP as our independent auditors for 2019, and FOR the advisory approval of the Company’s executive compensation.

Please refer to the proxy statement for the 2019 annual meeting for more information, including a detailed explanation of the matters being submitted to a vote of the stockholders.

By Order of the Board of Directors,

Joshua H. De Rienzis

Corporate Secretary

March 28, 2019

The Williams Companies, Inc. – 2019 Proxy Statement        

Table of Contents

Proxy Statement

We are providing this proxy statement as part of a solicitation by the Board of Directors (the “Board”) for use at our 2019 annual meeting of stockholders and at any adjournment or postponement thereof. We will hold the meeting in the Williams Resource Center Theater, One Williams Center, Tulsa, Oklahoma 74172 on Thursday, May 9, 2019, at 2:00 p.m., Central Daylight Time. We expect to mail to stockholders or otherwise make available this proxy statement and accompanying proxy card beginning on March 28, 2019.

Unless the context otherwise requires, all references in this proxy statement to “Williams,” the “Company,” “we,” “us,” and “our” refer to The Williams Companies, Inc. and its consolidated subsidiaries.

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Questions and Answers About the Annual Meeting and Voting

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Corporate Governance and Board Matters

Corporate Governance

General

Our Board believes that strong corporate governance is critical to achieving our performance goals and to maintaining the trust and confidence of investors, employees, customers, business partners, regulatory agencies, and other stakeholders.

Corporate Governance Guidelines

Our Corporate Governance Guidelines provide a framework for the governance of Williams as a whole and also address the operation, structure, and practice of the Board and its committees. The Corporate Governance Guidelines can be found in the Corporate Governance section of our website. The Nominating and Governance Committee reviews these guidelines at least annually and recommends changes to the Board as necessary.

Strategic Planning

During the year, the Board meets with management to discuss and approve strategic plans, financial goals, capital spending, and other factors critical to successful performance. The Board also reviews the Company’s long-term strategic planning at least once annually and monitors the implementation of such strategic plan throughout the year. During Board meetings, directors review key issues and financial performance. In 2018, the Board met privately with the CEO and met in executive session at each regular Board meeting and additionally as required. Further, the CEO communicates regularly with the Board regarding the implementation of the Company’s strategic and financial plans.

Board/Committee/Director Evaluations

The Board and each of its committee’s charters provide for annual evaluations and self-assessments. The process for conducting such evaluations is reviewed annually by the Nominating and Governance Committee and is based on general trends and feedback on the prior year’s evaluations. In addition, the Corporate Governance Guidelines and the Nominating and Governance Committee charter provide that individual directors shall be evaluated as necessary.

Chief Executive Officer Evaluation and Management Succession

The Board and the CEO annually discuss and collaborate to set the CEO’s performance goals and objectives. The Board meets annually in executive session to assess the CEO’s performance. The Board, in conjunction with the Compensation and Management Development Committee, maintains a process for planning orderly succession for the CEO and other executive officer positions and oversees executive officer development.

Board Leadership Structure

Pursuant to our By-laws and Corporate Governance Guidelines, the positions of Chairman of the Board and CEO may be held by the same or different persons. The Board believes that having an independent Chairman of the Board is the most appropriate leadership structure for the Board at this time. However, it has the flexibility to revise this structure in the future based upon the Board’s periodic assessment and review of the Company’s needs and leadership. In this regard, Alan S. Armstrong currently serves as President and CEO of Williams and Stephen W. Bergstrom serves as Chairman of the Board. The Board believes that having an independent Chairman aids in the Board’s oversight of management and promotes communications among the Board, the CEO, and other senior management. In addition, having a separate Chairman of the Board and CEO allows Mr. Armstrong to focus on his responsibilities in managing the Company.

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The responsibilities of the Chairman of the Board include: (1) presiding over meetings of the Board and executive sessions of the independent directors; (2) overseeing the planning of the annual Board calendar and, in consultation with the CEO, scheduling and setting the agendas for meetings of the Board and its committees; (3) overseeing the appropriate flow of information to the Board; (4) acting as liaison between the independent directors and management; (5) assisting the Chairs of the various Board committees in preparing agendas for committee meetings; (6) chairing the Company’s annual meeting of stockholders; and (7) performing other functions and responsibilities referred to in the Corporate Governance Guidelines or requested by the Board from time to time.

Board Oversight of Williams’ Risk Management Processes

The Board has oversight responsibility with regard to assessment of the major risks inherent in our business and reviews management’s efforts to address and mitigate such risks. These risks include strategic, regulatory, compliance, operational, financial, reputational, and cybersecurity risks, among others. The Board reviews risk in the context of discussions, question and answer sessions and management team reports at each regular Board meeting. The Board also evaluates the risks inherent in significant transactions. While the Board is ultimately responsible for risk oversight at our company, the committees of the Board assist it in fulfilling its oversight responsibilities by considering the risks within their respective areas of expertise. For example, the Audit Committee assists the Board in fulfilling its risk oversight responsibilities relating to risks involving financial reporting and related internal controls. As part of this process, the Audit Committee meets periodically with management to review, discuss, and provide oversight with respect to our processes and controls to assess, monitor, manage, and mitigate potential significant risk exposures relating to the integrity of the Company’s financial statements and related compliance with legal and regulatory requirements. In providing such oversight, the Audit Committee may also discuss such processes and controls with our internal and independent auditors. The Compensation and Management Development Committee likewise assists the Board in fulfilling its risk oversight responsibilities with respect to the management of risks associated with compensation program design by reviewing whether there are risks that are reasonably likely to have a material adverse effect on us, as well as risks relating to management development and retention. The Nominating and Governance Committee assists the Board with oversight of risk management relating to corporate governance, Board organization, and membership. The Environmental, Health and Safety Committee assists the Board with oversight of risk management relating to environmental, health, and safety matters, including oversight of management’s safety-related policies and procedures. The Board receives reports on all significant committee activities at each regular Board meeting. Certain risks, such as cybersecurity, are deemed to be of such importance to the enterprise that oversight is addressed by the full Board. In addition, risk management is incorporated in the Company’s strategic planning process, which is periodically reviewed by the Board. The Board has determined it is important to have directors with strategy development and risk management experience, and many of our directors have such experience.

Management plays an important role in implementing the processes and procedures designed to mitigate risk and assisting the Board in the exercise of its oversight function. For example, we have a Chief Compliance Officer who oversees our corporate ethics and compliance program (including Federal Energy Regulatory Commission compliance), our Code of Business Conduct training, and compliance with Company policies, standards, and procedures. Our Chief Compliance Officer and the General Counsel report on an as needed basis to the Audit Committee regarding Code of Business Conduct matters and calls to our ethics hotline related to accounting and auditing concerns, and throughout the year to the Nominating and Governance Committee regarding all other Code of Business Conduct concerns and calls to our ethics hotline. At least annually, our Chief Compliance Officer and General Counsel meet with the Nominating and Governance Committee to review the effectiveness of the Company’s corporate ethics and compliance program. Management also periodically engages in a review of the critical risks to the Company and establishes and implements policies and procedures to address and mitigate such risks. For instance, we have a Chief Information Officer who assesses our information security and oversees our enterprise-wide cybersecurity risk management program. Such program includes, among other elements, mandatory cybersecurity training for our employees and third parties who may have access to our systems, the maintaining of industrial control systems which meet or exceed industry cybersecurity standards, the ongoing

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evaluation of the threat landscape and, as needed, the engagement of independent, third party experts. The Chief Information Officer also annually meets with the Board to present a cybersecurity update, including an analysis of our cybersecurity program’s strengths, weaknesses, opportunities, and cyber threats to the Company.

Executive Sessions of Non-Employee Directors

Non-employee directors meet without management present at each regularly scheduled Board meeting. Additional meetings may be called by the Chairman in his discretion or at the request of the Board.

Director Independence

Our Corporate Governance Guidelines require that all members of the Board, except our Chief Executive Officer, be “independent” directors as defined by the rules of the NYSE. Our Corporate Governance Guidelines also require that the Board annually make a determination regarding the independence of each of our directors. In evaluating independence, the NYSE’s rules require that the Board affirmatively determine that a director has no material relationship with the Company either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. Certain relationship and transactional standards, including specified dollar and percentage threshold amounts, are also set forth in the NYSE’s independence rules which, if exceeded, would disqualify a director from being independent. Prior to making a recommendation to the Board, our Nominating and Governance Committee considers relationships, which, while not constituting related party transactions in which a director had a direct or indirect material interest, nonetheless involved transactions between the Company and a company with which a director is affiliated, whether through employment status or by virtue of serving as a director. Included in the Committee’s review were the following transactions, which occurred in the ordinary course of business. All matters described below fall below the relevant thresholds for independence as set forth in the NYSE’s rules:

Based on the evaluations performed and recommendations made by the Nominating and Governance Committee, in February 2019, the Board affirmatively determined that each of Mr. Bergstrom, Ms. Buese, Mr. Chazen, Mr. Cogut, Dr. Cooper, Mr. Creel, Ms. Fuller, Mr. Ragauss, Mr. Sheffield, Mr. Smith, and Mr. Spence are independent as defined by the NYSE’s rules. Ms. Janice D. Stoney, a former director who retired upon the 2018 Annual Meeting of Stockholders, was previously determined by the Board to be independent during her tenure of 2018 service. Mr. Armstrong, the current President and Chief Executive Officer and a director, is not independent, because of his role as an executive officer of the Company.

In addition to the NYSE’s independence requirements generally applicable to directors, all members of our Audit Committee and Compensation and Management Development Committee must meet heightened independence standards imposed by the NYSE and the SEC. Based on evaluations performed and recommendations made by the Nominating and Governance Committee, in February 2019, the Board determined that all members of our Audit Committee and Compensation and Management Development Committee satisfy the heightened independence requirements imposed by the NYSE and the SEC applicable to members of such committees.

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Transactions with Related Persons

The Board has adopted written policies and procedures with respect to related person transactions. Any proposed related person transaction involving a member of the Board must be reviewed and approved by the full Board. The Nominating and Governance Committee reviews proposed transactions with any other related persons, promoters, and certain control persons that are required to be disclosed in our filings with the SEC. If it is impractical to convene a Nominating and Governance Committee meeting before a related person transaction occurs, the Chair of the committee may review the transaction alone.

No director may participate in any review, consideration, or approval of any related person transaction with respect to which such director or any of his or her immediate family members is the related person. The Nominating and Governance Committee or its chair, or the Board, as the case may be, in good faith, may approve only those related person transactions that are in, or not inconsistent with, Williams’ best interests and the best interests of our stockholders. In conducting a review of whether a transaction is in, or is not inconsistent with the best interest of Williams and its stockholders, the Nominating and Governance Committee or its chair, or the Board, as the case may be, will consider the benefits of the transaction to the Company, the availability of other sources for comparable products or services, the terms of the transaction, the terms available to unrelated third parties and to employees generally, and the nature of the relationship between the Company and the related party, among other things. There were no transactions that required review or approval by the Nominating and Governance Committee or the full Board in 2018.

Outside Board Service

Our Corporate Governance Guidelines limit the service of our Board members on publicly held companies and investment company boards to no more than four (including our Board), provided that our CEO is limited to service on one non-affiliated public company board.

Majority Vote Standard

Our Board has adopted a majority vote standard for the election of directors in uncontested elections. Each of our directors has executed an irrevocable resignation that will become effective if he or she fails to receive a majority of the votes cast in an uncontested election and the Board accepts such resignation. If a director fails to receive the required votes for election, the Nominating and Governance Committee will act on an expedited basis to determine whether to accept the resignation. The Nominating and Governance Committee will then submit its recommendation for consideration by the Board. The Board will act on the recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results. The Board expects the director whose tendered resignation is under consideration to abstain from participating in any decision regarding that resignation. The Nominating and Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s tendered resignation. If the Board accepts a director’s resignation, the Nominating and Governance Committee will recommend to the Board whether to fill such vacancy or reduce the size of the Board.

Director Attendance at Annual Meeting of Stockholders

We have a policy that all Board members are expected to attend our annual meeting of stockholders. All Board members attended the 2018 annual meeting of stockholders.

Stockholder Engagement

Williams is committed to ongoing, constructive and meaningful engagement with our stockholders. During 2018, members of our executive management team attended nine investor conferences, engaged in six non-deal roadshows where they met with existing and potential stockholders, and hosted our annual analyst day. Presentations from these meetings and conferences are usually posted on the Investor page of our website. Our Board also periodically meets with representatives of our large investors at our Board meetings who present their

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perspectives on the Company and the industry. Investors occasionally travel to our headquarters and meet with our management. We also regularly engage with investors who request information about our environmental, social and governance (“ESG”) programs. These various engagements allow us to receive in-person feedback concerning our operational, financial and strategic results, as well as ESG factors deemed important to stockholders. In addition, we host a quarterly earnings call during which our executive management team responds to analyst questions regarding both historical results and forward-looking information. Transcripts of our quarterly earnings calls, including the question and answer sessions, are posted to our website. In addition to the required reports which we file with the SEC, we make publicly available on our website earnings analyst packages, investor presentations and other reports with supplementary financial and operational information, as well as ESG-related information. In addition to having a dedicated Investor Relations group which receives and responds to stockholder telephone calls and other communications, we also provide a means for stockholders to communicate directly with our Board, as provided under “Communications with Directors” below.

Communications with Directors

Any stockholder or other interested party may communicate with our directors, individually or as a group, by contacting our Corporate Secretary or the Chairman of the Board. The contact information is maintained through the Investors page of our website at www.williams.com.

The current contact information is as follows:

Communications will be forwarded to the relevant director(s) except for solicitations or other matters not related to the Company.

Code of Ethics

We have adopted a code of ethics specific to the CEO, Chief Financial Officer, and Chief Accounting Officer, which was filed with the SEC as Exhibit 14 to our annual report on Form 10-K for the year ended December 31, 2003. In addition, we have adopted a code of business conduct that is applicable to all employees and directors.

How to Obtain Copies of our Governance-Related Documents

The following documents are available through the Investors page of our website at www.williams.com:

If you want to receive these documents in print, please send a written request to our Corporate Secretary at The Williams Companies, Inc., One Williams Center, MD 47, Tulsa, Oklahoma 74172.

Environmental, Social and Governance (“ESG”) Matters

In 2018 the Company took significant steps to enhance its ESG policies and practices. Oversight for the Company’s ESG efforts resides with the Board and its various committees. In particular, the Nominating and Governance Committee has responsibility for ensuring that the Board, its respective committees, and management are devoting adequate attention to ESG matters. It accomplishes this task through placing directors on committees

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where their experience can be most effectively utilized, by reviewing and developing committee charters, through Board and committee evaluations, and by receiving periodic management reports on ESG topics. In turn, the various Board committees have oversight for the Company’s ESG program based upon their respective areas of expertise and responsibility. These responsibilities are described in detail below and elsewhere in this proxy statement, but examples include the following. The Environmental, Health and Safety Committee has oversight for environmental and safety matters, and ensuring the proper focus and resources are being devoted by management to these areas. The Compensation and Management Development Committee addresses social issues such as management diversity and ensuring the Company has a pay for performance culture. The Nominating and Governance Committee has direct responsibility for governance matters, such as director selection, in addition to its broader ESG oversight responsibility.

The Company’s ESG philosophy is to focus its efforts on areas that are significant to the long-term sustainability of its business. We believe this focus will best serve all stakeholders, including stockholders, employees, and the communities where we do business. In furtherance of this philosophy, in 2018, the Company enhanced several aspects of its ESG programs and expects to further enhance its disclosures in 2019. For example, in 2018 the Company significantly increased the disclosures on its Corporate Social Responsibility website, https://csr.williams.com/, to provide additional metrics and statistics on various environmental and social matters. In addition, during 2018 we engaged an outside vendor to assist us with an enterprise-wide materiality assessment to determine which ESG topics have the most impact to the Company. The Company will focus on the areas deemed material as those should be of the most interest to stockholders.    We also added two new highly qualified directors, bringing additional perspectives to the Board. In early 2019, we continued to enhance our ESG programs by forming internal steering and execution teams to focus on sustainability reporting regarding such ESG topics. Those teams are charged with developing an ongoing reporting process which will enhance our transparency to stakeholders by culminating in a publicly-available sustainability report, which the Company expects to issue later this year. As discussed below and elsewhere in this proxy statement, we already have many standards, structures and initiatives that address ESG matters. Accordingly, we view the preparation of a sustainability report concerning our ESG efforts to be an evolution of the initiatives we have already undertaken and an opportunity to identify areas for further focus. The following describes certain facets of our ESG program:

Environmental, Health & Safety

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Social

Governance

We fervently believe in good corporate governance. Please see our disclosures in “Corporate Governance and Board Matters – Corporate Governance” above.

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Board and Committee Structure and Meetings

Board Meetings

Board members actively participate in Board and committee meetings. Generally, materials are distributed one week in advance of each regular Board meeting so that members can be prepared for the discussion.

The full Board met ten times in 2018. Each director attended at least 75 percent of the aggregate of the Board and applicable committee meetings held in 2018.

Board Committees

The Board has four standing committees: Audit, Compensation and Management Development, Nominating and Governance, and Environmental, Health and Safety. Each standing committee has a charter adopted by the Board. The committees report to the full Board at each regular Board meeting. The Board elects each committee’s members and chair annually. Each committee has authority to retain, approve fees for, and terminate advisors as it deems necessary to assist in the fulfillment of its responsibilities. The chart below shows the current composition of the committees and the number of committee meetings held in 2018.

    Committee Chair

      Committee Member

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				Responsibilities
				The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee:
				•  appoints, evaluates, and approves the compensation of our independent registered public accounting firm;   •  assists the Board in fulfilling its responsibilities for generally overseeing Williams’ financial reporting processes and the audit of Williams’ financial statements, including the integrity of Williams’ financial statements, Williams’ compliance with legal and regulatory requirements, and risk assessment and risk management;   •  reviews the qualifications and independence of the independent registered public accounting firm;   •  reviews the performance of Williams’ internal audit function and the independent registered public accounting firm;   •  reviews Williams’ earnings releases;   •  oversees investigations into complaints concerning financial matters;   •  reviews with the General Counsel, and/or the Chief Compliance Officer as needed, any actual and alleged violations of the Company’s Code of Business Conduct;   •  reviews annually its charter and performance; and   •  prepares the Audit Committee report for inclusion in the annual proxy statement.   Independence Requirements   The Board has determined that Stephen I. Chazen, Charles I. Cogut, Michael A. Creel, Vicki L. Fuller, Peter A. Ragauss, and William H. Spence, comprising all current members of the Audit Committee, meet the heightened independence requirements under the NYSE’s rules for persons serving on audit committees.   Financial Literacy, Experts   •  the Board has determined that all the members of the Audit Committee are “financially literate” as defined by the NYSE rules.   •  in addition, the Board has determined that all members of the Audit Committee, except for Charles I. Cogut, qualify as audit committee financial experts as defined by the SEC.   •  no member of the Audit Committee may serve on more than three public company audit committees (including the Company’s Audit Committee), unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve. As of this date, no member of the Audit Committee is serving on more than three public company audit committees.

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				Responsibilities   The Environmental, Health and Safety Committee:
				•  oversees, considers, and evaluates environmental, health and safety matters (“EHS Matters”) and engages directly with the Company’s management and its advisors, who will from time-to-time provide reports, analyses, and other information as may be requested by the committee;   •  provides oversight for the Company’s environmental, health and safety practices, including processes to ensure compliance with applicable legal and regulatory requirements and evaluation of ways to address EHS Matters as part of the Company’s business operations and strategy;   •  oversees management’s monitoring and enforcement of the Company’s policies to protect the health and safety of employees, contractors, customers, the public, and the environment;   •  reviews, monitors, and reports to the Board on the performance and activities of the Company related to EHS Matters;   •  to the extent deemed advisable by the committee, engages independent advisors to serve the committee’s needs;   •  makes recommendations to the Board regarding actions to be taken with respect to EHS Matters; and   •  reviews annually its charter and performance.

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				Responsibilities
				The Compensation and Management Development Committee:
				•   approves executive compensation philosophy, policies, and programs that align the interests of our executive officers with those of our stockholders;   •   oversees the material risks associated with compensation structure, policies, and programs;   •   assesses the results of the advisory votes on executive compensation;   •   recommends to the Board equity-based compensation plans;   •   recommends to the Board cash-based incentive compensation plans for the NEOs and other executives;   •   sets corporate goals and objectives for compensation for the NEOs and other executives;   •   evaluates the NEOs’ and certain other executives’ performance in light of those goals and objectives;   •   approves the NEOs’ and certain other executives’ compensation, including salary, incentive compensation, equity-based compensation, and any other remuneration;   •   reviews annually succession plans relating to the CEO and other executive officer positions, including plans to develop diverse candidates for leadership roles;   •   approves, amends, modifies, or terminates, in its settlor (non-fiduciary) capacity, the terms of any benefit plan that does not require stockholder approval;   •   reviews and discusses with management and, based on the review and discussions, recommends to the Board the Compensation Discussion and Analysis required by the SEC for inclusion in the annual proxy statement and annual report on Form 10-K;   •   reviews annually and recommends to the Board the appropriate compensation of non-employee directors;   •   develops, reviews, recommends for Board approval, and then monitors the directors’ and executive officers’ compliance with, Williams’ stock ownership policy;   •   reviews and recommends for Board approval the terms of Williams’ change-in-control program;   •   assesses any potential conflicts of interest raised by the compensation consultants retained by management or the Committee and assesses the independence of any Compensation and Management Development Committee advisor; and   •   reviews annually its charter and performance.   Independence Requirements   The Board has determined that all members of the Compensation and Management Development Committee meet the heightened independence requirements under the NYSE’s rules for persons serving on compensation committees.   Independent Executive Compensation Advisor   The Compensation and Management Development Committee has selected and retained Frederic W. Cook & Co., an independent executive compensation consulting firm, to provide competitive market data and advice related to the CEO’s compensation level and incentive design; review and evaluate management-developed market data and recommendations on compensation levels, incentive mix, and incentive design for NEOs and certain other executives (excluding the CEO); develop the selection criteria and recommend comparator companies for executive compensation and performance comparisons; provide information on executive compensation trends and their implications to Williams; and provide competitive market data and advice on non-employee director compensation.   The Compensation and Management Development Committee evaluates the independence of Frederic W. Cook & Co., including consideration of the factors specified in Rule 10C-1 under the Exchange Act and the NYSE’s rules to ensure that the advisors maintain objectivity and independence when rendering advice to the Committee. Frederic W. Cook & Co. does not provide any additional services to Williams. The compensation consultant reports to the Compensation and Management Development Committee and is independent of management. The Compensation and Management Development Committee has determined that the services Frederic W. Cook & Co. provides to the Committee do not create a conflict of interest.

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				Responsibilities
				The Nominating and Governance Committee:
				•  develops and recommends to the Board director qualifications;   •  identifies and recommends to the Board director candidates;   •  reviews candidates recommended or nominated by stockholders;   •  recommends to the Board the individual, or individuals, to be the Chairman of the Board and the CEO;   •  reviews the CEO’s recommendations for individuals to be officers;   •  monitors significant developments in the regulation and practice of corporate governance;   •  provides oversight and guidance with regard to environmental, social, and governance (ESG) matters;   •  reviews the size, structure, and composition of the Board and its committees and recommends to the Board any changes;   •  conducts a preliminary review of director independence and the financial literacy and expertise of the Audit Committee members;   •  recommends assignments to the Board committees;   •  oversees and assists the Board in the review of the Board’s performance and reviews its own performance;   •  reviews annually each standing committee’s charter, the Corporate Governance Guidelines, and the Williams Code of Business Conduct;   •  oversees and reviews risks relating to Williams’ ethics and compliance programs and annually reviews Williams’ policies and procedures regarding compliance with the Code of Business Conduct;   •  reviews annually the implementation and effectiveness of the Company’s ethics and compliance program with the General Counsel and/or the Chief Compliance Officer, as applicable;   •  reviews transactions between Williams and related parties;   •  reviews stockholder proposals and correspondence and recommends responses to such proposals or correspondence when necessary;   •  reviews our directors’ current service and requests to serve on boards of other companies; and   •  reviews the performance of individual directors as necessary.

Consideration of Nominees

The Nominating and Governance Committee is responsible for developing and recommending to the Board qualifications and criteria for assessing Board membership candidates and identifying Board membership candidates. The process for selecting a director nominee starts with a preliminary assessment of each candidate based upon his or her resume and other biographical and background information, and his/her willingness to serve. The Nominating and Governance Committee considers prior performance and contributions for any director nominee who currently or previously has served as a member of the Board. A candidate’s qualifications are then evaluated against the criteria set forth in “Proposal 1 — Election of Directors,” as well as the specific needs of Williams at the time. Qualified new candidates are interviewed by the Chairman of the Board and the Chair of the Nominating and Governance Committee. Candidates may then meet with other members of the Board and senior management. At the conclusion of this process, the Nominating and Governance Committee may recommend, and the Board act, to appoint the candidate to the Board and recommend him or her for election by our stockholders at the next annual meeting. The Nominating and Governance Committee may source candidates through outside search firms when necessary and uses the same process to evaluate all candidates regardless of the source of the nomination.

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Stockholder Recommendation of Nominees

The Nominating and Governance Committee will consider written recommendations from stockholders for director nominations. If you wish to recommend a candidate for consideration of the Nominating and Governance Committee, please forward the candidate’s name and a detailed description of the candidate’s qualifications, a document indicating the candidate’s willingness to serve, and evidence that you own Williams’ stock to: The Williams Companies, Inc., One Williams Center, MD 47, Tulsa, Oklahoma 74172, Attn: Corporate Secretary. A stockholder wishing to nominate a director candidate for election at the annual meeting of stockholders must comply with the notice and other requirements described above under the question “May I propose actions for consideration at the 2020 annual meeting of stockholders?”.

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PROPOSAL 1        ELECTION OF DIRECTORS

The Board unanimously recommends a vote “FOR” the election of the directors named in Proposal 1.

Our restated certificate of incorporation provides that the Board must consist of between five and 17 members, with the actual number of directors at any time to be determined by the Board. Our Board is declassified; therefore, each director nominee is considered for a term expiring at the Company’s next annual meeting. Unless otherwise instructed, the individuals designated by the Board as proxies intend to vote to elect Messrs. Armstrong, Bergstrom, Chazen, Cogut, Creel, Ragauss, Sheffield, Smith, and Spence, Mesdames Buese and Fuller, and Dr. Cooper. Should any of these nominees become unable for any reason to stand for election as a director, the designated proxies will vote to elect another nominee recommended by the Nominating and Governance Committee. Alternatively, the Board may choose to reduce its size.

Director and Nominee Experience and Qualifications

At each of its regularly scheduled meetings, in satisfaction of our Corporate Governance Guidelines, the Nominating and Governance Committee evaluates the composition of the Board to assess the skills and experience that are currently represented on the Board, as well as the skills and experience that the Board will find valuable in the future, given the Company’s current situation and strategic plans. While the Nominating and Governance Committee does not have a formal diversity policy, it seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives and to enhance the diversity of the Board in such areas as geography, race, gender, ethnicity, and age, and annually assesses the diversity of the Board as part of the director selection and nomination process. This assessment enables the Board to update (if necessary) the skills and experience it seeks in the Board as a whole, and in individual directors, as the Company’s needs evolve and change over time. For Board membership, the Nominating and Governance Committee considers the appropriate balance of experience, skills, and characteristics that best suits the needs of the Company and our stockholders. The Committee develops long-term Board succession plans to ensure that the appropriate balance is maintained.

The minimum qualifications and attributes that the Nominating and Governance Committee believes a director nominee must possess include:

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In evaluating the director nominees and in reviewing the qualifications and experience of the directors continuing in office, the Nominating and Governance Committee considered a variety of factors. These include each nominee’s independence, financial literacy, personal and professional accomplishments, and experience in light of the needs of the Company. For incumbent directors, the factors also include past performance on the Board. Among other things, the Board has determined that it is important to have individuals on the Board with the following skills, experiences, and characteristics:

Set forth below and on the following pages is certain information related to the nominees, individually and in the aggregate.

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to us concerning beneficial owners of more than five percent of our common stock. Unless otherwise indicated, the persons named have sole voting and investment power with respect to the shares listed.

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The following table sets forth, as of February 28, 2019, the number of shares of our common stock beneficially owned by each of our directors and nominees for directors, by the NEOs, and by all directors and executive officers as a group.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors and certain of its officers to file reports of their ownership of Williams common stock and of changes in such ownership with the SEC. Directors, executive officers, and greater than 10 percent stockholders are required by SEC rules to furnish to us copies of all Section 16(a) reports that they file, and regulations require that Williams identify in this proxy statement any person subject to this requirement who failed to file any such report on a timely basis. Based solely on a review of reports furnished to us, or written representations from reporting persons that all reportable transactions were reported, we believe that with respect to the fiscal year ended December 31, 2018, all of our directors, executive officers and our greater than 10 percent stockholders timely filed all reports they were required to file under Section 16(a).

Compensation Discussion and Analysis

The Compensation Discussion and Analysis (“CD&A”) provides a detailed description of the objectives and principles of Williams’ executive compensation programs. It explains how compensation decisions are linked to performance as compared to the Company’s strategic goals and stockholder interests. Generally, Williams’ executive compensation programs apply to all officers; however, this CD&A focuses on the Named Executive Officers (“NEOs”) for the Company for the 2018 fiscal year. The Company’s NEOs for the 2018 fiscal year are Mr. Armstrong, Mr. Dunn, Mr. Zamarin, Mr. Chandler and Mr. Scheel:

Alan S. Armstrong President and Chief Executive Officer		Micheal G. Dunn EVP, Chief Operating Officer		Chad J. Zamarin SVP, Corporate Strategic Development		John D. Chandler SVP, Chief Financial Officer		James E. Scheel SVP, Northeast Gathering & Processing

We seek stockholder support on our executive compensation pay programs annually. In 2018, our stockholders supported our programs with 97.46 percent “for” votes. In considering this positive response, along with our analysis of the competitive market, we have not made any material changes to the overall structure of our executive compensation program.

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Our Commitment to Pay for Performance

Pay for Performance

We design our compensation programs to support our commitment to performance. In 2018, at target, 79 percent or more of a NEO’s compensation is variable based on our company performance.

Pay for Performance Equity Annual Incentive Program Performance-based RSUs Time-based RSUs Stock Options cash At target, 79 percent or more of NEO compensation is linked to performance

The Summary Compensation Table provides SEC required disclosures for the 2016, 2017, and 2018 calendar years. These disclosures require the reporting of accounting based grant date fair values for all stock-based compensation. These values remain fixed in Summary Compensation Table disclosures and are not adjusted to reflect how the Company’s business and/or stock price performance actually impact the value of stock awards earned by our NEOs. To supplement the SEC required disclosure, the following chart compares the accounting grant date fair value of stock based awards for Mr. Armstrong in 2016, 2017, and 2018 as shown in the Summary Compensation Table to the realizable value as of December 31, 2018 at a stock price of $22.05. The realizable value shown for stock options includes the intrinsic value for each award on this date. The realizable value shown for time-based restricted stock unit (“RSU”) awards includes accrued cash dividend equivalents on this date. It’s important to note that since the 2015 performance-based awards, which were scheduled to vest in 2018, did not meet the minimum performance requirements, the awards were cancelled and Mr. Armstrong did not receive any value or shares from these awards. At the time of the 2015 grant, the performance-based RSU awards represented 55 percent of Mr. Armstrong’s total equity award and approximately 38 percent of his targeted total annual compensation. The 2016 award, which vested in 2019, distributed 31.8 percent of the targeted number of RSUs awarded in 2016. In the following chart, the 2017 and 2018 performance-based RSU awards are shown at target as the actual performance is not known until the end of the applicable performance period. The Annual Incentive Program (“AIP”) award displays the target value compared to the actual award earned for the calendar year.

In order to demonstrate how the design of our executive pay program is aligned with the experience of our stockholders, the chart also includes the Company’s annualized total shareholder return (“TSR”) associated with 2016, 2017, and 2018 performance-based RSU awards at December 31, 2018. As shown in the chart, Mr. Armstrong’s realizable incentive pay for the past three years ending December 31, 2018, is in aggregate, less than 67 percent of what was targeted for his short-term and long-term incentive pay. The Compensation and Management Development Committee (“Committee”) believes it is important to demonstrate this correlation between executive pay and Company performance.

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CEO Target Incentive Pay Compared to Realizable Incentive Pay

2016 2017 2018 $10,000,000 Target Incentive Pay AIP $1,400,000 $1,890,000 $1,443,750 $1,853,755 $1,487,500 $2,028,654 $0 $1,270,144 $0 $8,937,789 $6,373,390 $2,869,830 $1,278,662 $6,002,246 $1,590,001 $1,279,544 $3,830,750 $964,136 $4,026,872 $4,590,143 $3,065,193 $1,437,499 $1,439,225 $1,499,999 $1,150,003 $0 $1,248,860 $7,818,252 $4,293,362 $8,219,481 Performance- Based Awards Time-Based Awards Stock Option Awards Total Incentive Pay 5.8% (45.1%) (6.1%) (27.0%) (11.6%) (28.7%) Annualized TSR for associated performance-based grant as of 12/31/2018 Percent difference between Realizable Incentive Pay and Target Incentive Pay 2016 2017 2018 Target Incentive Pay Target Incentive Pay Realizable Incentive Pay Realizable Incentive Pay Realizable Incentive Pay $8,000,000 $6,000,000 $4,000,000 $2,000,000 0 $7,818,252 $4,293,362 $8,219,481 $6,002,246 $8,937,789 $6,373,390

Note: Target Incentive Pay includes the grant date value of the equity awards as valued in the Summary Compensation Table plus the AIP value at target performance.

Long-term Incentives

Annual equity awards provide the most significant differentiation in pay and performance in our executive compensation program. We use equity awards to align compensation with the long-term interests of our stockholders. Equity awards consist of performance-based RSUs, time-based RSUs, and stock options. The largest component of a NEO’s long-term incentive award is performance-based RSUs. In 2016, both relative and absolute TSR were used to determine the actual number of units that will be distributed to a NEO upon vesting. The 2017 performance-based RSU awards utilize relative TSR to determine performance and the actual number of units that will vest. In 2018 and 2019, the performance-based RSU awards utilize both relative TSR and return on capital employed (“ROCE”) to measure performance and the actual number of units that will vest. The performance-based RSUs awarded in 2014 for the performance period 2014 through 2016, which were scheduled

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to vest in early 2017, and the performance-based RSUs awarded in 2015 for the performance period 2015 through 2017, which were scheduled to vest in early 2018, did not meet the minimum performance requirements. These awards were cancelled and Mr. Armstrong and the other NEOs did not receive any value or shares from these awards. The combined grant date fair value of these performance-based awards were disclosed in prior Summary Compensation Tables as $5,213,205. The 2016 performance-based RSUs, which vested in 2019, earned 31.8 percent of the targeted number of RSUs award. Over the last four consecutive years, the vesting performance-based RSUs earned 3.5 percent, 0 percent, 0 percent, and 31.8 percent of the originally awarded performance-based RSUs. We also consider stock options to be performance-based compensation. Stock options only provide value to the extent that the Company’s stock price has increased above the grant price. All three equity vehicles incent Company performance and most importantly align to the experience of the stockholder.

Annual Incentive Program

Our performance-based cash compensation is paid under our AIP which is based on the Company’s business and safety performance and the NEO’s individual performance. Under this program, cash compensation reflects annual business performance in 2018 and is based on weighted measures of distributable cash flow, controllable costs, and safety performance.

2018 Business Overview

On August 10, 2018, Williams completed its acquisition of Williams Partners L.P. (“WPZ”). Williams acquired all of the outstanding common units of WPZ it did not previously own. The transaction re-established Williams as a simplified C-Corp with investment-grade credit.

In October 2018, Williams placed the Atlantic Sunrise project into full service. Backed by long-term shipper commitments, the project increased the design capacity of the Transco pipeline, the largest-volume natural gas pipeline system in the United States, by 1,700 thousand dekatherms per day (“Mdth/d”) (approximately 12 percent). In the process, the project further strengthened and extended the bi-directional flow of the Transco system, directly connecting Marcellus gas supplies with markets as far south as Alabama. Greenfield construction on the Pennsylvania portion of the project began in September 2017. The project featured the installation of 186 miles of greenfield pipe, 12 miles of pipe looping, 2.5 miles of pipe replacement, two new compressor stations and compressor station modifications in five states. Throughout the permitting and construction process, Williams worked closely with permitting agencies to minimize environmental and stakeholder impacts, making modifications to more than half of the original pipeline route. In addition, Williams worked with local stakeholders to provide an additional $2.5 million for environmental conservation projects located within the project area.

During first-quarter 2018, the remaining facilities that comprise Williams’ Susquehanna Supply Hub Expansion were fully commissioned. The project added two new compression facilities with an additional 49,000 horsepower and 59 miles of 12-to 24-inch pipeline, and increased gathering capacity, allowing a certain producer to fulfill its commitment to deliver 850 Mdth/d to our Atlantic Sunrise development.

In March 2018, Williams placed Phase 2 of the Garden State Expansion project into service. This project expanded Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Station 210 in New Jersey to a new interconnection on Williams’ Trenton Woodbury Lateral in New Jersey. Phase 1 of the project was placed into service in September 2017, and together, Phases 1 and 2 increased capacity by 180 Mdth/d.

In September 2018, Williams was recognized by the International Association for Public Participation (IAP2-USA) for its work in engaging with and collaborating with the public and other stakeholders during the planning phase of the Atlantic Sunrise project. The IAP2 is an international federation of professionals in 26 countries working to advance the practice of public participation. Williams received the prestigious Core Values Award, in addition to being named the 2018 Project of the Year at an awards ceremony in Victoria, British Columbia. During the

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planning phase of the nearly 200-mile Atlantic Sunrise pipeline project, Williams collaborated with landowners and other stakeholders to adopt approximately 400 changes affecting more than half of the originally-designed greenfield pipeline route. The company used public meetings, contact with local officials, community leaders and affected landowners to identify and attempt to resolve issues or concerns prior to submitting its federal certificate permit application. IAP2 judges said Williams’ work on Atlantic Sunrise helped raise the bar in the field of public engagement, “setting a new standard” for the pipeline industry.

During third-quarter 2018, our joint-venture, Rocky Mountain Midstream (“RMM”), purchased a natural gas and oil gathering and natural gas processing business in Colorado’s Denver-Julesburg basin. Williams’ initial economic ownership was 40 percent – which has since increased to 50 percent (as of December 31, 2018) – based on additional capital contributions made since the initial purchase. Williams is the operator of RMM, which includes sites with permitting underway for greater than 1 billion cubic feet per day (“Bcf/d”) of gas processing.

In October 2018, Williams completed the sale of assets and equity comprising its previous Four Corners Area business in New Mexico and Colorado for $1.125 billion in cash.

In November 2018, Williams completed the sale of certain pipeline systems located in the Gulf Coast area to Easton Energy LLC for $177 million in cash.

In December 2018, Williams entered into a joint-venture partnership with Brazos Midstream in the Delaware Basin. Williams contributed the majority of its existing Delaware Basin assets in the West segment and $27 million in cash to the partnership in exchange for a 15 percent interest. Williams’ partner operates the partnership, which consists of approximately 725 miles of gas gathering pipelines, 260 million cubic feet per day (“MMcf/d”) of natural gas processing, 75 miles of crude oil gathering pipelines, and 75 thousand barrels of oil storage. The partnership anticipates processing capacity in the Delaware Basin to reach 460 MMcf/d and will be supported by over 500,000 acres of long-term dedications from major and independent oil and gas producers.

In January 2019, Williams placed its Gulf Connector Project into full service – expanding the Transco pipeline’s delivery capacity by 475 Mdth/d and providing incremental firm transportation capacity to directly serve two global LNG export facilities.

Earlier this year, Williams’ Transco pipeline delivered a record amount of natural gas on its Transco interstate gas pipeline. The nation’s largest-volume natural gas transmission system, Transco delivered a record-breaking 15.68 million dekatherms (“MMdth”) on January 21, 2019. The new peak-day mark surpasses the previous high that was set on January 5, 2018. The Transco system, which stretches from South Texas to New York City, also established a new three-day market area delivery record, averaging 15.30 MMdth from January 30 to February 1, 2019. The natural gas delivery records were made possible thanks to additional firm transportation capacity created by multiple fully-contracted Transco expansions completed in 2018 and early 2019 (Gulf Connector, Atlantic Sunrise, and Garden State Phase II). Together, these expansions added more than 2.3 MMdth of firm transportation capacity to the existing pipeline system.

Williams was named the #1 Midstream Company for 2018 by S&P Global Platts, a leading provider of energy and commodities information.

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The accompanying chart compares Williams’ cumulative TSR on our common stock (assuming reinvestment of dividends) to the cumulative total return of the S&P 500 Stock Index and the median of the comparator companies used to measure relative TSR performance in our 2018 performance-based RSU awards. For more details on our comparator company group, see the CD&A section titled “Determining Our Comparator Group.” The graph below assumes an initial investment of $100 at the beginning of the period on December 31, 2015.

The Williams Companies, Inc. S&P 500 Index 2018 Comparator Company Group Median $100.00 $100.00 $100.00 2015 $111.79 $127.79 $143.83 $128.47 $130.14 $135.53 $130.14 $102.94 $116.30 2016 2017 2018 3 Year Total Stockholder Return $70 $90 $110 $130 $150 $50

Compensation Summary

Objective of Our Compensation Programs

The role of compensation is to attract and retain the talent needed to increase stockholder value and to help our businesses meet or exceed financial and operational performance goals. Our compensation programs’ objectives are to reward our NEOs and employees for successfully implementing our strategy to grow our business and create long-term stockholder value. To that end, in 2018 we used relative TSR and ROCE to measure long-term performance and we used distributable cash flow, controllable costs and a safety metric to measure annual performance. We believe using separate long-term and annual metrics to incent and pay NEOs helps ensure that we make business decisions aligned with the long-term interests of our stockholders.

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Our Pay Philosophy

Our pay philosophy throughout the entire organization is to pay for performance, be competitive in the marketplace, and consider the value a job provides to the Company. Our compensation programs reward NEOs not just for accomplishing goals, but also for how those goals are pursued. The principles of our pay philosophy influence the design and administration of our pay programs. Decisions about how we pay NEOs are based on these principles. The Committee uses several types of pay that are linked to both our long-term and short-term performance in the executive compensation programs. Included are long-term incentives, annual cash incentives, base pay, and benefits. The chart below illustrates the linkage between the types of pay we use and our pay principles.

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Our Commitment to Pay for Performance

Roles in the Compensation Recommendation and Decision Process Role of Board of Directors Reviews CEO Performance (evaluations, CEO self-assessment, and company performance) Approves Board of Directors pay Role of Committee Seeks input from Independent consultant Engages Independent consultant on comparator groups and Board of Director and CEO pay Determines CEO and NEO pay Recommends Board of Directors Pay Role of CEO Reviews NEO Performance Reviews Competitive market information Recommends NEO pay, including base pay adjustments, AIP, LTI and any other Compensation No role in setting compensation for his/her role Role of Independent Consultant Assists Committee in discussions and decisions regarding NEO compensation Provides Competitive market data for CEO Develops comparator group, with input from Committee and Management Role of Management Human Resources provides CEO with data from comparator group proxies Human Resources provides CEO with pay information from various compensation surveys

2018 Comparator Group

Determining Our Comparator Group

Companies in our executive compensation benchmarking comparator group have a range of revenues, assets, market capitalization, and enterprise value. Business consolidation and unique operating models create some challenges in identifying comparator companies. Accordingly, we take a broad view of comparability to include organizations that are similar to Williams. This results in compensation that is appropriately scaled and reflects comparable complexities in business operations. We typically aim for a comparator group of 15 to 20 companies so our comparisons will be valid. The 2018 comparator group includes 16 companies which comprised a mix of both direct business competitors and companies with whom we compete for talent. Since 2017, the Committee also established a smaller targeted comparator company group for the purposes of measuring relative TSR related to our performance-based RSU awards. The selected companies are more aligned with our specific segment of the energy industry.

How We Use Our Comparator Group

We refer to publicly available information to analyze our comparator companies’ practices including how pay is divided among long-term incentives, annual incentives, base pay, and other forms of compensation. This allows the Committee to ensure competitiveness and appropriateness of proposed compensation packages. When setting pay, the Committee uses market median information of our comparator group, as opposed to market averages, to ensure that the impact of any unusual events that may occur at one or two companies during any particular year is diminished from the analysis. If an event is particularly unusual and surrounded by unique circumstances, the data is completely removed from the assessment. The smaller targeted comparator company group is used solely for the purposes of measuring relative TSR related to our 2017, 2018, and 2019 performance-based RSU awards.

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The following table shows the range of our 2018 executive compensation benchmarking comparator companies’ revenues, assets, market capitalization*, and enterprise value as originally reported for 2017 (dollars in millions):

A separate comparator company group is used to specifically measure relative TSR as it pertains to the 2017, 2018 and 2019 performance-based RSU awards:

The Committee determined the same 16 companies listed in the table above will be used to benchmark compensation practices and pay decisions in 2019.

Our Pay Setting Process

During the first quarter of the year, the Committee completes a review to ensure we are paying competitively, equitably, and in a way that encourages and rewards performance.

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The compensation data of our comparator group, disclosed primarily in proxy statements, is the primary market data we use when benchmarking the competitive pay of our NEOs. Aggregate market data obtained from recognized third-party executive compensation survey companies is used to supplement and validate comparator group market data.

When setting pay, we determine a target pay mix (distribution of pay among base pay, short-term incentives, long-term incentives, and other forms of compensation) for the NEOs. Consistent with our pay-for-performance philosophy, the actual amounts paid, excluding benefits, are determined based on Company and individual performance. Because performance is a factor, the target versus actual pay mix will vary, specifically as it relates to the annual cash incentives and long-term incentives.

CEO 2018 Total Compensation at Target Pay Mix				NEO (Excluding CEO) 2018 Total Compensation at Target Pay Mix

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How We Determine the Amount for Each Type of Pay

Base pay, annual cash incentives, and long-term incentives accomplish different objectives. The table below illustrates a summary of the primary objectives associated with each component of pay listed in the order of most significant to the NEO’s total compensation. The table is followed by specific details regarding each pay component.

Type of Pay & Form Performance Period (years) Objectives Fixed Base pay (cash) Compensates for carrying out the duties of the job Recognizes individual experiences, skills, and sustained performance Provides attraction and retention Incents the accomplishment of annual business Goals Aligns interests of executives to our stockholders Provides attraction and retention Short-term incentive: Annual cash incentive 1 Incents the accomplishment of long-term sustainable business goals Aligns interests of executives to our stockholders Promotes ownership in the Company Provides attraction and retention Long-term incentive: Performance-based RSUs 3 Long-term incentive: Time-based RSUs 3 Long-term incentive: Stock options Up to 10 At Risk

Base Pay

Base pay compensates the NEOs for carrying out the duties of their jobs and serves as the foundation of our pay program. Most other major components of pay are set based on a relationship to base pay, including long-term and annual incentives, as well as retirement benefits.

Base pay for the NEOs, including the CEO, is set considering the market median, with potential individual variation from the median due to experience, skills, and sustained performance of the individual as part of our pay-for-performance philosophy. Performance is measured in two ways: through the “Right Results” obtained in the “Right Way.” Right Results considers the NEOs’ success in attaining their annual goals, operational and/or functional area strategies, and personal development plans. Right Way reflects the NEOs’ behavior as exhibited through our organizational, operational, and people leadership competencies.

Annual Cash Incentives

As previously mentioned in the “Our Commitment to Pay for Performance” section, we pay annual cash incentives to encourage and reward our NEOs for making decisions that improve our annual operating performance through our Annual Incentive Program (“AIP”). The objectives of our AIP are to:

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NEOs’ AIP business performance is based on enterprise results of these business metrics in relation to established targets. We only use enterprise-level performance metrics for our NEOs in order to promote teamwork and collaboration by creating a shared goal for the overall Company performance. Our business performance targets are established utilizing the annual financial plan. Goals related to ROCE growth and operating margin improvement are considered when establishing the financial plan. Our incentive program allows the Committee to make adjustments to these business performance metrics to reflect certain business events. When determining which adjustments are appropriate, we are guided by the principle that incentive payments should not result in unearned windfalls or impose undue penalties. In other words, we make adjustments to ensure NEOs are not rewarded for positive results they did not facilitate nor are they penalized for certain unusual circumstances outside their control.

Management regularly reviews with the Committee a supplemental scorecard reflecting earnings before interest, tax, depreciation, and amortization (“EBITDA”), maintenance capital expenditures, distributable cash flow, ROCE, and Williams stock price performance to provide updates regarding the Company’s performance as well as to ensure alignment between these measures and the AIP’s business performance metrics. This scorecard provides the Committee with additional data to assist in determining final AIP awards.

The Committee’s independent compensation consultant annually compares our relative performance on various measures, including TSR and earnings per share with our comparator group of companies. The Committee also uses this analysis to validate the reasonableness of our AIP results.

How We Set the 2018 AIP Goals.

CEO, CFO, and NEOs CEO, CFO, and NEOs Committee Establish business and financial goals Operational /Functional Leaders Corporate Planning Create specific business and financial goals Consolidate into Enterprise business and financial goals Finalize Enterprise business and financial plan Establish AIP goals and recommend to the Committee Reviews and makes any necessary adjustments to set AIP goals Monitors Progress through the year

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The AIP Calculation. The 2018 AIP is based on the weighted measures of WPZ distributable cash flow, controllable costs, and a safety metric. Each metric is directly aligned with our business strategy to operationally grow the business, operate safely in everything we do, and continue to align with our dividend growth strategy.

50% WPZ Distributable Cash Flow Cash generated Enables us to create value for our stockholders by generating cash to grow our business and aligns with our dividend growth strategy Business Performance Metric & Weighting Measuring Importance Controllable Costs Operating & Maintenance (O&M) and General & Administrative (G&A) costs Encourages cost management discipline with 40% achieving our growth strategy 10% Safety Near Miss Incident Ratio Emphasizes the importance of safety leadership

For 2018, the safety metric was Near Miss to Incident Ratio.

The attainment percentage of AIP goals results in payment of annual cash incentives along a continuum between threshold and stretch levels, which corresponds to 0 percent through 200 percent of the NEOs’ annual cash incentive target.

2018 NEO AIP Targets. The starting point to determine annual cash incentive targets (expressed as a percentage of base pay) is competitive market information referencing the market median, which provides an idea of what other companies target to pay in annual cash incentives for similar jobs. We also consider the internal value of each job (i.e., how important the job is to executing our strategy compared to other jobs in the Company) before the target is set for the year. The annual cash incentive targets as a percentage of base pay for the NEOs in 2018 were as follows:

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Determining 2018 AIP Awards. To determine the funding of the annual cash incentive, we use the following calculation for each NEO:

2018 Base Pay Received 2018 Incentive Target % 2018 Business Performance Metrics 2018 AIP Result Controllable Costs (40%) Distributable Cash Flow (50%) Safety (10%)

Based on business performance relative to the established goals, the Committee certified business performance results as follows and the 2018 AIP award payout, at 137 percent of target, was paid in March 2019.

THRESHOLD TARGET STRETCH DISTRIBUTABLE CASH FLOW $3,011 MM Target vs. $3,118 MM Actual = 1.36x Payout CONTROLLABLE COSTS $(1,970) MM Target vs. $(1,927) MM Actual = 1.22x Payout SAFETY 2.0x Payout 104% target; 136% payout 200% payout 102% target; 122% payout

When the 2018 AIP targets were established, WPZ Distributable Cash Flow was a key measure associated with the business model at that time. We calculate (a) WPZ Distributable Cash Flow as: Modified EBITDA, adjusted for certain items of income or loss that we characterize as unrepresentative of our ongoing operations, less maintenance capital expenditures, less interest expense, less cash taxes, less income attributable to non-controlling interests, adjusted for certain items outside of EBITDA that we characterize as unrepresentative

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of our ongoing operations; and (b) Controllable Costs as: operating and maintenance costs and selling, general and administrative costs that are under the responsibility of a cost center manager, less certain expenses that are considered less controllable (such as pension and postretirement benefit costs) or have no net impact on financial performance (such as costs that are passed directly to customers). Modified EBITDA includes our proportional ownership share of EBITDA of our equity method investees. Operating and maintenance costs, selling, general and administrative costs, and total service revenues include our proportional ownership share of such items recognized by certain equity method investees.

Individual performance, such as success toward our strategic objectives and individual goals, and successful demonstration of the Company’s leadership competencies which exceeded expectations may be recognized through adjustments. Payments may also be adjusted downward if performance warrants. The Committee chose to apply an adjustment to certain NEOs. In total, the adjustments applied to NEO awards were less than two percent of the original calculated award.

Long-Term Incentives

To determine the value for long-term incentives granted to a NEO each year, we consider the following factors:

A summary of the long-term incentive program details for 2018 are shown in the table below. The long-term incentive mix for the CEO differs from the mix for the other NEOs. Since the CEO has more opportunity to influence our financial results, the Committee considers it appropriate that a greater percentage of his long-term incentives are directly tied to the performance of the Company’s stock price.

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In 2019, we did not include stock options in our annual equity award. The performance-based RSU award increased to 60% and 50% of our CEO’s and NEO’s equity mix respectively.

Performance-based RSUs. Performance-based RSU awards are only earned if we attain specific pre-determined performance results. In 2016, we measured both relative TSR and absolute TSR as interdependent measures in determining the attainment level of our performance-based awards. The 2017 performance-based RSU awards utilize relative TSR while the 2018 and 2019 performance-based RSU awards utilize both relative TSR and ROCE to determine performance and the actual number of units that will vest.

2015 Performance-based RSUs. The three-year performance cycle for our 2015 performance-based RSUs was completed at the end of 2017 and was scheduled to vest in February 2018. Our relative TSR performance was below the median of our comparator company group, finishing in the third quartile. Because we did not deliver annualized absolute TSR performance of at least 7.5 percent, a payout was not earned and the awards were cancelled.

2016 Performance-based RSUs. The performance cycle for our 2016 performance-based RSUs was completed at the end of 2018 and vested in February 2019. Our relative TSR performance was in the top quartile of our comparator company group. Because we delivered an annualized absolute TSR performance of 5.8 percent, less than the threshold annualized TSR target of at least 7.5 percent, the earned payout was limited to 31.8 percent of the number of performance-based RSUs originally granted. This resulted in 68.2 percent of the original RSUs awarded being cancelled.

Time-based RSUs. We grant time-based RSUs to retain executives and to facilitate stock ownership. The use of time-based RSUs is also consistent with the practices of our comparator group of companies. Time-based RSUs accrue dividend equivalents which will be paid in cash only upon vesting of the award.

Stock Option Awards. For recipients, stock options have value only to the extent the price of our common stock is higher on the date the options are exercised than it was on the date the options were granted. Stock options are no longer part of our annual equity award mix in 2019.

Grant Practices. The Committee typically approves our annual equity grant in February of each year, shortly after the annual earnings release to ensure the market has time to absorb material information disclosed in the earnings release and reflect that information in the stock price. Our grant practices in 2016 were different than other years due to the interim operating covenants of the Energy Transfer (“ETE”) merger agreement which prevented us from granting equity in February. When the merger agreement was terminated in late June 2016, we moved forward with our annual equity grant in early August. We returned to our normal annual grant cycle in 2017. The grant date for off-cycle grants for individuals who are not NEOs, for reasons such as retention or new hires, is generally the first business day of the month following the approval of the grant. By using this consistent approach, we remove grant timing from the influence of the release of material information.

Mr. Chandler, Mr. Dunn, and Mr. Zamarin were each hired after our 2017 annual equity awards were granted. Mr. Dunn received performance-based RSUs, time-based RSUs, and stock options considering the proximity of his hire date to the annual grant. Mr. Chandler and Mr. Zamarin received time-based RSUs. Mr. Zamarin’s award, and other elements of his pay package including a $500,000 deferred cash award to be paid in 2019, were intended to address the meaningful retention that was in place with his previous employer.

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Stock Ownership Guidelines. Our program provides stock ownership guidelines for each of our NEOs and our Board of Directors as shown in the table below:

The Committee annually reviews the guidelines for competitiveness and alignment with best practices and monitors the NEOs’ progress toward compliance. WMB shares owned outright and outstanding time-based RSUs count as owned for purposes of the program. Stock options and performance-based equity are not included as owned for purposes of the program. It is important to note that the majority of NEO equity grants are in the form of performance-based RSUs and stock options. NEOs must retain 50 percent of any vested equity awards, net of taxes, until their ownership guidelines are met. Board members must retain 60 percent of distributed vested equity awards until their ownership guidelines are met. At Williams, NEOs must hold at least 50 percent of any equity transaction if they have not met their ownership guideline regardless of their time in the role.

Benefits

Consistent with our philosophy to emphasize pay for performance, our NEOs receive very few perquisites or supplemental benefits. They are as follows:

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Additional Components of our Executive Compensation Program

In addition to establishing the pay elements described above, we have adopted a number of policies to further the goals of the executive compensation program, particularly with respect to strengthening the alignment of our NEOs’ interests with stockholder long-term interests.

Employment Agreements. We do not have employment agreements with our NEOs.

Termination and Severance Arrangements. The Executive Severance Pay Plan includes senior executive officers, which includes NEOs other than the CEO, in order to define a consistent approach of treatment in the event of a severance event. Under the plan, NEOs are eligible to receive a discretionary payment of 1.5 to 2.0 times the sum of the NEOs base salary and target annual bonus. Any severance payment is discretionary. Considerations include the NEO’s term of employment, past accomplishments, reasons for separation from the Company, and competitive market practice. The NEO can elect coverage under the Company’s medical benefits plans for 18 months from the termination in the same manner and at the same cost as similarly situated active employees for up to the first 12 months. Outplacement services are provided up to a maximum amount of $25,000. A Form 8-K filed on February 20, 2017 disclosed that the Company entered into an arrangement with each NEO employed at that time, other than the CEO who is not eligible for the plan, whereby if the NEO’s employment with the Company involuntarily terminated, other than for cause, on or prior to December 31, 2018, the NEO would receive a severance payment equal to two times the sum of the NEO’s base salary and target annual bonus. No such payments were made to any NEO in 2018.

Change in Control Agreements. Our change in control agreements, in conjunction with the NEOs’ equity award agreements, provide separation benefits for our NEOs. Our program includes a double trigger for benefits and equity vesting. This means there must be a Company change in control and the NEO must experience a qualifying termination of employment prior to receiving benefits under the agreement. This practice creates security for the NEOs but does not provide an incentive for the NEO to leave the Company. Our program is designed to encourage the NEOs to focus on the best interests of stockholders by alleviating their concerns about a possible detrimental impact to their compensation and benefits under a potential change in control, not to provide compensation advantages to NEOs for executing a transaction.

Our Committee reviews our change in control benefits periodically to ensure they are consistent with competitive practice and aligned with our compensation philosophy. As part of the review, calculations are performed to determine the overall program cost to the Company if a change in control event were to occur and all covered NEOs were terminated as a result. An assessment of competitive norms, including the reasonableness of the elements of compensation received, is used to validate benefit levels for a change in control. We do not offer a tax gross-up provision in our change in control agreements but instead include a ‘best net’ provision providing our NEOs with the better of their after-tax benefit capped at the safe harbor amount or their benefit paid in full,

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subjecting them to possible excise tax payments. The Committee continues to believe that offering a change in control program is appropriate and critical to attracting and retaining executive talent and keeping them aligned with stockholder interests in the event of a change in control.

On February 1, 2018, our NEOs, as well as other officers with a Change in Control Agreement (“Agreement”), received a one-year notice informing the recipient that their current Agreement will terminate on February 1, 2019. This one year notice of termination was required under the Agreement. A revised agreement was provided and each officer signed the agreement which was effective February 2019. Among other changes to the language, the new agreement removed the Retirement Restoration Plan component from the cash severance calculation. Additionally, the new agreement changed the COBRA coverage benefit to a cash benefit.

The following chart details the benefits received if a NEO were to be terminated or resigned for a defined good reason following a change in control as well as an analysis of those benefits as it relates to the Company, stockholders, and the NEO: