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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): April 25, 2024
Commission File Number 001-33666
ARCHROCK, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 74-3204509 | |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
9807 Katy Freeway, Suite 100, Houston, TX 77024
(Address of principal executive offices, zip code)
(281) 836-8000
Registrant’s telephone number, including area code
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 | Name of exchange on which registered | ||
| Common stock, $0.01 par value per share | AROC | 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 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders of Archrock, Inc., a Delaware corporation (the “Company”), was held on April 25, 2024 (the “Annual Meeting”). At the Annual Meeting, the following matters, set forth in our proxy statement filed with the Securities and Exchange Commission on March 12, 2024, were voted upon with the results indicated below.
Proposal 1: Election of Directors
Our stockholders elected the following directors to serve until the next annual meeting of our stockholders or until their successors are duly elected and qualified.
| Directors | Votes For | Votes Withheld | Broker Non-Votes | |||
| Anne-Marie N. Ainsworth | 122,990,340 | 14,114,486 | 9,488,093 | |||
| D. Bradley Childers | 129,341,820 | 7,763,006 | 9,488,093 | |||
| Gordon T. Hall | 125,071,017 | 12,033,809 | 9,488,093 | |||
| Frances Powell Hawes | 123,286,650 | 13,818,176 | 9,488,093 | |||
| J.W.G. “Will” Honeybourne | 123,834,451 | 13,270,375 | 9,488,093 | |||
| James H. Lytal | 133,267,558 | 3,837,268 | 9,488,093 | |||
| Leonard W. Mallett | 136,392,267 | 712,559 | 9,488,093 | |||
| Jason C. Rebrook | 129,347,467 | 7,757,359 | 9,488,093 | |||
| Edmund P. Segner, III | 133,724,672 | 3,380,154 | 9,488,093 |
Proposal 2: Ratification of Independent Registered Public Accounting Firm
Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 138,083,278 | 8,397,934 | 111,707 | - |
Proposal 3: Advisory Vote on Executive Compensation
Our stockholders approved, by a non-binding advisory vote, the compensation provided to our Named Executive Officers for 2023, as disclosed in our proxy statement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 119,915,071 | 16,465,758 | 723,997 | 9,488,093 |
Item 8.01 Other Events.
On April 26, 2024, the Company announced that its Board of Directors (the “Board”) approved an extension of the Company’s share repurchase program (the “Share Repurchase Program”) upon expiry of the previous authorization on April 27, 2024, for an additional 24-month period. In connection with the extension, the Board replenished the amount of shares authorized for repurchase under the Share Repurchase Program, resulting in available capacity of $50 million.
A copy of the press release announcing the extension of the Share Repurchase Program is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release of Archrock, Inc. dated April 26, 2024 |
| 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.
| ARCHROCK, INC. | ||
| By: | /s/ Stephanie C. Hildebrandt | |
| Stephanie C. Hildebrandt | ||
| Senior Vice President, General Counsel and Secretary | ||
| April 29, 2024 | ||
Exhibit 99.1
Archrock Announces Quarterly Cash Dividend and Extends Share Repurchase Authorization
HOUSTON, April 26, 2024 – Archrock, Inc. (NYSE: AROC) (“Archrock” or the “Company”) today announced that its Board of Directors has declared a quarterly dividend of $0.165 per share of common stock, or $0.66 per share on an annualized basis. The first quarter 2024 dividend will be paid on May 14, 2024 to all stockholders of record on May 7, 2024.
The first quarter 2024 dividend per share amount is consistent with Archrock’s fourth quarter 2023 dividend and represents a year-over-year increase of 10 percent.
The Board of Directors has also approved an extension of the Company’s share repurchase program (“Share Repurchase Program”) upon expiry of the current authorization on April 27, 2024, for an additional 24-month period. Through March 31, 2024, the Company had repurchased 833,346 common shares at an average price of $12.11 per share for an aggregate of $10.1 million. In connection with the extension, the Board of Directors replenished the amount of shares authorized for repurchase under the Share Repurchase Program, resulting in available capacity of $50 million.
“Our disciplined capital allocation framework continues to prioritize free cash flow generation and creating and returning value to shareholders,” said Brad Childers, Archrock’s President and Chief Executive Officer. “We are committed to funding our high-return growth capital expenditures through operations and returning excess capital to shareholders. This share repurchase authorization complements our quarterly dividend and provides Archrock with the flexibility to allocate capital to the highest return opportunities.”
Under the Share Repurchase Program, shares of the Company’s common stock may be repurchased periodically, including in the open market, privately negotiated transactions, or otherwise in accordance with applicable federal securities laws, until April 27, 2026. The actual timing, manner, number, and value of shares repurchased under the program will be determined by the Company at its discretion.
About Archrock
Archrock is an energy infrastructure company with a primary focus on midstream natural gas compression and a commitment to helping its customers produce, compress and transport natural gas in a safe and environmentally responsible way. Headquartered in Houston, Texas, Archrock is a premier provider of natural gas compression services to customers in the energy industry throughout the U.S. and a leading supplier of aftermarket services to customers that own compression equipment. For more information on how the Company embodies its purpose, WE POWER A CLEANER AMERICATM, visit www.archrock.com.
Forward-Looking Statements
This press release contains forward-looking statements, which include statements about Archrock’s future financial performance and dividends, and repurchase of shares of the Company’s common stock pursuant to the Share Repurchase Program. These statements are not guarantees of future performance or actions. Forward-looking statements rely on a number of assumptions concerning future events and are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, actual results may differ materially from those contemplated by a forward-looking statement. Forward-looking statements speak only as of the date on which they are made. Archrock expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. A further list and description of risks, uncertainties and other matters can be found in Archrock’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and as set forth from time to time in Archrock’s filings with the Securities and Exchange Commission. These filings are available online at www.sec.gov and www.archrock.com.
For information, contact:
Megan Repine
Vice President, Investor Relations
(281) 836-8360
investor.relations@archrock.com
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