ONEOK INC /NEW/ (Form: 8-K, Received: 12/10/2013 17:06:11)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



(Date of report)	December 10, 2013
(Date of earliest event reported)	December 9, 2013

(Exact name of registrant as specified in its charter)



Oklahoma	001-13643	73-1520922
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

100 West Fifth Street; Tulsa, OK

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

		On July 25, 2013, we announced that, upon completion of our transaction to separate our natural gas distribution business into a stand-alone, publicly traded company known as ONE Gas, Inc. (ONE Gas), John W. Gibson will step down as chief executive officer and will retire as an employee of ONEOK, Inc. (the Company) and of ONEOK Partners, L.P. (ONEOK Partners). At that time, Mr. Gibson will become non-executive chairman of the board of directors of each of the Company, ONEOK Partners and ONE Gas. In connection with this transaction, the Company and Mr. Gibson have entered into a letter agreement dated as of December 9, 2013 (the Letter Agreement). The Letter Agreement provides that, upon Mr. Gibson’s retirement as chief executive officer, the Company will provide him the following: (i) office space in the BOA Building in downtown Tulsa, Oklahoma, provided at no cost to Mr. Gibson for an initial term of 5 years, pursuant to a lease agreement between the Company and BOA Building, LLC, which lease may be renewed by Mr. Gibson for up to five one-year renewal periods; (ii) communications, data processing and information technology services and equipment in this office at no cost to Mr. Gibson; (iii) entitlement to all the contents of the office following the expiration of the office lease; and (iv) for so long as the Company has the right to purchase University of Tulsa basketball tickets, the option to purchase two such tickets from the Company at face value. The foregoing description of the Letter Agreement is qualified in its entirety by reference to such Letter Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01		Regulation FD Disclosure

		On December 9, 2013, we and ONEOK Partners announced we will participate in the Wells Fargo Energy Symposium on Tuesday, December 10, 2013, and Wednesday, December 11, 2013, in New York City. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference. The conference will be webcast and will be accessible on the ONEOK and ONEOK Partners websites, www.oneok.com and www.oneokpartners.com . The presentation will be posted on the ONEOK and ONEOK Partners websites on December 10, at 8:00 a.m. Eastern Standard Time (7:00 a.m. Central Standard Time). The information disclosed in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01		Financial Statements and Exhibits

	(d)	Exhibits

Exhibit Number	Description

10.1		Letter Agreement between ONEOK, Inc. and John W. Gibson dated as of December 9, 2013.
99.1		News release issued by ONEOK, Inc. and ONEOK Partners, L.P. dated December 9, 2013.

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



			ONEOK, Inc.

Date:	December 10, 2013	By:	/s/ Derek S. Reiners
			Derek S. Reiners Senior Vice President, Chief Financial Officer and Treasurer



Exhibit Number	Description

10.1		Letter Agreement between ONEOK, Inc. and John W. Gibson dated as of December 9, 2013.
99.1	(d)	News release issued by ONEOK, Inc. and ONEOK Partners, L.P. dated December 9, 2013.

Chairman and Chief Executive Officer

100 West Fifth Street

Re: Retirement as Chief Executive Officer

In connection with your retirement as Chief Executive Officer of ONEOK, Inc. upon completion of the transaction to separate ONEOK’s natural gas distribution business into a standalone, publicly traded company, this is to set forth the agreement between you and ONEOK, Inc. (“ONEOK”) as follows:

ONEOK agrees to furnish you, at no cost to you, office space (the “Office”) in the BOA Building in downtown Tulsa, Oklahoma on the terms and subject to the conditions, including payment by ONEOK of rent during the five year term of the lease and during any of the five one-year renewal options, if and when exercised, as set forth in that certain Office Lease dated July 25, 2013 by and between ONEOK and BOA Building, LLC (the “BOA Building Lease”).

ONEOK agrees that you will have the sole option to exercise any of the five one-year renewal options provided in the BOA Building Lease.

ONEOK agrees to provide you, at no cost to you, the communications, data processing and information technology services and equipment provided to the Office as of the date of this Letter Agreement, including, without limitation, telephone service, computer equipment and high-speed internet service, cable television service, and all related hardware and software.

ONEOK, Inc.

100 West Fifth Street

Tulsa, OK 74103

918-732-1301 (direct)

tspencer@oneok.com

ONEOK agrees that, upon the expiration of the BOA Building Lease, all contents of the Office, including furniture, artwork, pictures, rugs and computer equipment shall be and become your sole property.

ONEOK hereby grants you the option, but not the obligation, to purchase from ONEOK, at face value, the University of Tulsa basketball tickets for the seats in the Donald W. Reynolds Center located at Section F115, Row A, Seats 1 and 2, and any and all related parking passes and privileges, for as long as ONEOK has the right to purchase such tickets. In the event ONEOK elects, in its sole discretion, to not renew ONEOK’s purchase of such tickets, then ONEOK agrees to use its commercially reasonable efforts to have such tickets, including the right to purchase such tickets, transferred to you.

Agreed to and accepted

This 9th day of December, 2013



December 9, 2013	Analyst Contact:	T.D. Eureste 918-588-7167
	Media Contact:	Brad Borror 918-588-7582

ONEOK and ONEOK Partners to Participate in

Wells Fargo Energy Symposium

TULSA, Okla. – Dec. 9, 2013 – ONEOK, Inc. (NYSE: OKE) and ONEOK Partners, L.P. (NYSE: OKS) will participate in the Annual Wells Fargo Energy Symposium in New York City on Dec. 10-11, 2013.

John W. Gibson, ONEOK and ONEOK Partners chairman and chief executive officer, will present at the conference on Tuesday, Dec. 10, at 1:25 p.m. Eastern Standard Time (12:25 p.m. Central Standard Time).

The conference will be webcast and will be accessible on both ONEOK’s and ONEOK Partners’ websites, www.oneok.com and www.oneokpartners.com . A replay of the webcast will be archived for 30 days.

The presentation will be posted on their websites that morning, beginning at 8 a.m. Eastern Standard Time (7 a.m. Central Standard Time).

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is a diversified energy company. We are the general partner and as of Sept. 30, 2013, own 41.3 percent of ONEOK Partners, L.P. (NYSE: OKS), one of the largest publicly traded master limited partnerships, which is a leader in the gathering, processing, storage and transportation of natural gas in the U.S. and owns one of the nation’s premier natural gas liquids (NGL) systems, connecting NGL supply in the Mid-Continent and Rocky Mountain regions with key market centers. ONEOK is among the largest natural gas distributors in the United States, serving more than 2 million customers in Oklahoma, Kansas and Texas. ONEOK is a FORTUNE 500 company and is included in Standard & Poor’s (S&P) 500 Stock Index.

For more information, visit the website at www.oneok.com and www.oneokpartners.com .

For the latest news about ONEOK and ONEOK Partners, follow us on Twitter @ONEOKNews and @ONEOKPartners .