UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 6, 2022, Antero Midstream Corporation (the “Company”) announced that its board of directors (the “Board”), upon the recommendation of its Nominating and Governance Committee, appointed Nancy E. Chisholm to the Board as a Class III director, effective as of December 5, 2022. Also effective December 5, 2022, Ms. Chisholm was appointed to serve on the Board’s Audit Committee and Environmental, Social and Governance (ESG) Committee. The Board determined that Ms. Chisholm meets the independence requirements under the rules of the New York Stock Exchange and the Company’s independence standards, and that there are no transactions between the Company and Ms. Chisholm that would require disclosure under Item 404(a) of Regulation S-K. There are no understandings or arrangements between Ms. Chisholm and any other person pursuant to which Ms. Chisholm was selected to serve as a director of the Board.
Ms. Chisholm will receive the standard non-employee director compensation for serving on the Board and committees of the Board. The specific terms of such compensation are described further in the Company’s annual proxy statement that was filed with the Securities and Exchange Commission on April 28, 2022.
In connection with the appointment of Ms. Chisholm as a member of the Board, the Company entered into an Indemnification Agreement with Ms. Chisholm pursuant to which the Company agreed to indemnify Ms. Chisholm to the fullest extent permitted under Delaware law against liability that may arise by reason of her service to the Company and to advance her expenses incurred as a result of any proceeding against her to which she could be indemnified.
The foregoing description is qualified in its entirety by reference to the full text of such Indemnification Agreement, the form of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 12, 2019 and incorporated in this Item 5.02 by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibits | Description | |
| 10.1 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on March 12, 2019). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: December 6, 2022
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