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Washington, D.C. 20549










Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 17, 2020





(Exact name of registrant as specified in its charter)





Delaware   001-38075   61-1748605
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


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
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 5.07 Submission of Matters to a Vote of Security Holders.


Antero Midstream Corporation (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on June 17, 2020. At the Annual Meeting, the Company’s stockholders were requested to (i) elect three Class I members of the Company’s Board of Directors to serve until the Company’s 2023 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, 2020; (iii) approve, on an advisory basis, the compensation of the Company’s named executive officers; and (iv) approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. Each of these items is more fully described in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 27, 2020.


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  
W. Howard Keenan, Jr.     303,421,082       63,022,231       51,816,457  
Peter A. Dea     305,461,617       60,981,696       51,816,457  
Janine J. McArdle     360,336,857       6,106,456       51,816,457  


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  
  412,565,118       1,214,572       4,480,080  


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  
  354,223,546       8,226,474       3,993,293       51,816,457  


Proposal No. 4 — Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers: The voting results were as follows:


Every Year     Every Two Years     Every Three Years     Abstain     Broker Non-Votes  
  354,970,511       10,102,777       828,462       541,563       51,816,457  


The Company has determined that it will hold an advisory vote on executive compensation on an annual basis until the next stockholder advisory vote on this matter.







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.




  By: /s/ GLEN C. WARREN, JR.
    Glen C. Warren, Jr.
    President and Secretary


Dated: June 19, 2020