UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting of Shareholders of Equitrans Midstream Corporation (the Company) held on April 23, 2024 (the Annual Meeting), following the approval and recommendation of the Board of Directors of the Company, the Company’s shareholders approved an amendment to the Company’s Fifth Amended and Restated Bylaws to provide for exculpation of the Company’s officers pursuant to Section 1735 of the Pennsylvania Business Corporation Law.
Such amendment is further described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 4, 2024 (the Proxy Statement).
Clean and marked copies of the Company’s Sixth Amended and Restated Bylaws (the Restated Bylaws) are filed herewith as Exhibits 3.1 and 3.2, respectively. The foregoing description of the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws filed herewith and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders considered five proposals, each of which is described in more detail in the Company’s Proxy Statement. The final vote results for each proposal were as follows:
| Proposal 1* | Shares For |
% Cast For |
Shares Against |
% Cast Against |
Shares Abstained |
Broker Non-Votes | ||||||||
| Elected the individuals set forth below to the Board of Directors to serve a one-year term expiring at the 2025 annual meeting: | ||||||||||||||
| · Vicky A. Bailey | 366,487,844 | 97.09 | % | 10,580,054 | 2.80 | % | 393,524 | 36,987,156 | ||||||
| · Sarah M. Barpoulis | 369,170,220 | 97.80 | % | 7,886,416 | 2.08 | % | 404,786 | 36,987,156 | ||||||
| · Kenneth M. Burke | 368,927,625 | 97.73 | % | 8,130,283 | 2.15 | % | 403,514 | 36,987,156 | ||||||
| · Diana M. Charletta | 371,644,902 | 98.45 | % | 5,439,616 | 1.44 | % | 376,904 | 36,987,156 | ||||||
| · Thomas F. Karam | 369,784,320 | 97.96 | % | 7,278,443 | 1.92 | % | 398,659 | 36,987,156 | ||||||
| · D. Mark Leland | 309,491,501 | 81.99 | % | 67,566,074 | 17.90 | % | 403,847 | 36,987,156 | ||||||
| · Norman J. Szydlowski | 310,447,999 | 82.24 | % | 66,608,974 | 17.64 | % | 404,449 | 36,987,156 | ||||||
| · Robert F. Vagt | 310,060,239 | 82.14 | % | 66,996,387 | 17.74 | % | 404,796 | 36,987,156 |
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| Proposal 2* | Shares
For |
% Cast For |
Shares Against |
% Cast Against |
Shares Abstained |
Broker Non-Votes | ||||||||
| The advisory vote on the compensation of the Company’s named executive officers for 2023 was not approved. | 115,800,583 | 30.67 | % | 260,887,210 | 69.11 | % | 773,629 | 36,987,156 | ||||||
| Proposal 3* | Shares
For |
% Cast For |
Shares Against |
% Cast Against |
Shares Abstained |
Broker Non-Votes | ||||||||
| Approved the Equitrans Midstream Corporation 2024 Long-Term Incentive Plan. | 362,808,675 | 96.11 | % | 14,138,672 | 3.74 | % | 514,075 | 36,987,156 | ||||||
| Proposal 4* | Shares
For |
% Cast For |
Shares Against |
% Cast Against |
Shares Abstained |
Broker Non-Votes | ||||||||
| Approved an amendment to the Company’s Bylaws regarding officer exculpation. | 330,013,340 | 87.42 | % | 46,570,392 | 12.33 | % | 877,690 | 36,987,156 | ||||||
| Proposal 5* | Shares
For |
% Cast For |
Shares Against |
% Cast Against |
Shares Abstained |
Broker Non-Votes | ||||||||
| Ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024. | 408,413,534 | 98.54 | % | 2,767,576 | 0.66 | % | 3,267,468 | N/A |
* For purposes of all proposals above, abstentions, broker non-votes and the failure to vote were not votes cast and, accordingly, had no effect on the outcome of such proposals.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Sixth Amended and Restated Bylaws of Equitrans Midstream Corporation. | |
| 3.2 | Sixth Amended and Restated Bylaws of Equitrans Midstream Corporation (Marked Version). | |
| 10.1 | Equitrans Midstream Corporation 2024 Long-Term Incentive Plan. | |
| 104 | Cover Page Interactive Data File-the cover page XBRL tags are 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.
| EQUITRANS MIDSTREAM CORPORATION | ||
| Date: April 24, 2024 | By: | /s/ Kirk R. Oliver |
| Name: | Kirk R. Oliver | |
| Title: | Executive Vice President and Chief Financial Officer | |
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