Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
EffectiveJanuary 20, 2021 , the board of directors ofKinder Morgan, Inc. ("KMI") approved the Amended and Restated Annual Incentive Plan ofKinder Morgan, Inc. (the "Annual Incentive Plan"), which amends and restates the previous Amended and Restated Annual Incentive Plan ofKinder Morgan, Inc. datedJanuary 21, 2015 , as amended (the "Previous Plan"). The Annual Incentive Plan amends and restates the Previous Plan to, among other things: •Remove references to Section 162(m) of the Internal Revenue Code of 1986, as amended, which no longer applies to awards under the Annual Incentive Plan as a result of the enactment of the Tax Cuts and Jobs Act of 2017, which eliminated the performance-based compensation exception under Section 162(m) for tax years beginning on or afterJanuary 1, 2018 , and make related adjustments to affected provisions; •Revise the list of performance criteria upon which performance goals may be based; and •More clearly describe the procedures for establishing the bonus pool, performance goals and bonus opportunities. The foregoing summary is subject to, and qualified in its entirety by, the full text of the Amended and Restated Annual Incentive Plan ofKinder Morgan, Inc. , which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) The exhibit set forth below is furnished with this Current Report on Form 8-K. Exhibit Number Description 10.1 Amended and Restated Annual Incentive Plan of Kinder Morgan, Inc. , effective January 20, 2021. 104 Cover Page Interactive Data File pursuant to Rule 406 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language). 2
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S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KINDER MORGAN, INC. Dated: January 26, 2021 By: /s/ David P. Michels David P. Michels Vice President and Chief Financial Officer 3
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