Current Report Filing (8-k)
June 08 2023 - 4:52PM
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2023-06-06
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
June 6, 2023
ANTERO MIDSTREAM CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware |
|
001-38075 |
|
61-1748605 |
(State
or Other Jurisdiction of
Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer Identification Number) |
1615 Wynkoop Street
Denver, Colorado 80202
(Address of Principal Executive Offices)
(Zip Code)
Registrants Telephone Number, Including
Area Code (303) 357-7310
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 communications 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)) |
Securities registered pursuant to section 12(b) of
the Act:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, par value $0.01 Per Share |
|
AM |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year. |
As further described below in Item 5.07 of this
Current Report on Form 8-K, on June 6, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Antero Midstream
Corporation (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s
Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. On June 8, 2023, the Company filed
the Amendment with the Secretary of State of the State of Delaware, and the Amendment became effective upon filing.
A
description of the Amendment is set forth in the Company’s definitive proxy statement, which was filed with the Securities
and Exchange Commission (the “SEC”) on April 27, 2023 (the “Proxy”) in the section entitled “Item 4: Amendment
to Antero Midstream’s Charter to Reflect Officer Exculpation,” which description is incorporated herein by reference. The
description is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders were requested
to (i) elect three Class I members of the Company’s Board of Directors (the “Board”) to serve until the Company’s
2026 annual meeting of stockholders; (ii) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting
firm for the year ending December 31, 2023; (iii) approve, on an advisory basis, the compensation of the Company’s named executive
officers; and (iv) approve the amendment to the Company’s certificate of incorporation to reflect new Delaware law provisions regarding
officer exculpation. Each of these items is more fully described in the Proxy.
The results of the matters voted upon at the Annual
Meeting are as follows:
Proposal
No. 1 - Election of Class I Directors: Votes regarding the persons elected as Class I directors were as follows:
Nominee | |
For | | |
Withheld | | |
Broker Non-Votes | |
Peter A. Dea | |
| 381,061,511 | | |
| 13,760,585 | | |
| 45,299,512 | |
W. Howard Keenan, Jr. | |
| 323,442,776 | | |
| 71,379,320 | | |
| 45,299,512 | |
Janine J. McArdle | |
| 382,249,452 | | |
| 12,572,644 | | |
| 45,299,512 | |
Proposal
No. 2 — Ratification of the Appointment of KPMG LLP: The ratification of the appointment of KPMG LLP was approved
as follows:
For | | |
Against | | |
Abstain | |
| 438,770,737 | | |
| 555,631 | | |
| 795,240 | |
Proposal
No. 3 — Approval of the Compensation, on an Advisory Basis, of the Company’s Named Executive Officers: The
voting results were as follows:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 352,657,215 | | |
| 40,668,727 | | |
| 1,496,154 | | |
| 45,299,512 | |
Proposal
No. 4 — Approval of the Amendment to the Company’s certificate of incorporation to reflect officer exculpation:
The voting results were as follows:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 360,882,747 | | |
| 32,838,312 | | |
| 1,101,037 | | |
| 45,299,512 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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.
| ANTERO MIDSTREAM CORPORATION |
| | |
| By: | /s/ Brendan E. Krueger |
| | Brendan E. Krueger |
| | Chief Financial Officer, Vice President –Finance and
Treasurer |
Dated: June 8, 2023
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