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)

 

Registrant’s 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

 

Exhibit No.		Description
3.1		Certificate of Amendment to the Certificate of Incorporation of Antero Midstream Corporation, dated June 8, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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