As filed with the Securities and Exchange Commission
on May 1, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
EQUITRANS MIDSTREAM CORPORATION
(Exact name of registrant as specified in its
charter)
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Pennsylvania
(State or other jurisdiction of
incorporation or organization) |
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83-0516635
(I.R.S. Employer
Identification No.)
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2200 Energy Drive
Canonsburg, Pennsylvania
(Address of principal executive offices) |
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15317
(Zip Code) |
Equitrans Midstream
Corporation 2024 Long-Term Incentive Plan
(Full title of the plan)
Stephen M. Moore
Executive Vice President
and Chief Legal Officer
2200 Energy Drive
Canonsburg, Pennsylvania
15317
(Name and address of agent for service)
(724) 271-7600
(Telephone
number, including area code, of agent for service)
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer |
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Accelerated filer |
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| Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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Emerging growth company |
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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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is
being filed for purposes of registering 22,500,000 new shares of common stock, no par value (Common Stock) of Equitrans Midstream Corporation
(the Company) to be issued pursuant to the Equitrans Midstream Corporation 2024 Long-Term Incentive Plan (2024 LTIP). The 2024 LTIP was
approved by the Company’s shareholders at the Company’s annual meeting of shareholders on April 23, 2024.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Company will send or give the documents containing
the information specified in Part I of Form S-8 to the Plan participants as specified by the Securities and Exchange Commission
(Commission) Rule 428(b)(1) under the Securities Act of 1933, as amended (the Securities Act). The Company does not need to
file these documents with the Commission either as a part of the Registration Statement or as prospectuses or prospectus supplements under
Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates
by reference into this Registration Statement the following documents previously filed by the Company with the Commission pursuant to
the Securities and Exchange Act of 1934, as amended (the Exchange Act):
| (c) | The Company’s Current Reports on Form 8-K filed with the Commission on January 3, 2024, February 22, 2024, February 26, 2024, March 11, 2024, and April 24, 2024 (in each case, other than any document or information that is furnished and deemed
not to have been filed as indicated therein); and |
All documents filed (other than the portions of
those documents furnished or otherwise not deemed to be filed) by the Company with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Set forth below is a description of certain provisions
of (i) the Pennsylvania Business Corporation Law (the PBCL), (ii) the Company’s Second Amended and Restated Articles of
Incorporation (the Company Articles), (iii) the Company’s Sixth Amended and Restated Bylaws (the Company Bylaws) and (iv) indemnification
agreements the Company has entered into with its directors and all of its executive officers (the Indemnification Agreements). This description
is intended as a summary only and is qualified in its entirety by reference to the PBCL, the Company Articles, the Company Bylaws and
the Indemnification Agreements.
Under Sections 1741 and 1742 of the PBCL, a business
corporation has the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending
or completed action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is
or was a director, officer or representative of the corporation, or is or was serving at the request of the corporation as a director,
officer or representative of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding, if such person
acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of a threatened,
pending or completed action or proceeding by or in the right of the corporation, such indemnification only covers expenses and excludes
judgments and amounts paid in settlement with respect to such action or proceeding, and no indemnification can be made for expenses if
such person has been adjudged to be liable to the corporation unless, and only to the extent that, a court determines upon application
that, despite the adjudication of liability but in view of all the circumstances, such person is fairly and reasonably entitled to indemnity
for the expenses that the court deems proper.
In addition, PBCL Section 1744 provides that,
unless ordered by a court, any indemnification referred to above shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification is proper in the circumstances because the indemnitee has met the applicable standard of conduct.
Such determination shall be made:
(1) by
the Company’s board of directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding;
(2) if
such a quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or
(3) by
the shareholders.
Notwithstanding the above, PBCL Section 1743 provides that to
the extent that a present or former director or officer of a business corporation is successful on the merits or otherwise in defense
of any action or proceeding referred to above, or in defense of any claim, issue or matter therein, the director or officer shall be indemnified
against expenses (including attorneys’ fees) actually and reasonably incurred by the director of officer in connection therewith.
Further, PBCL Section 1745 provides that expenses
(including attorneys’ fees) incurred by an officer, director or representative of a business corporation in defending any such action
or proceeding may be paid by the corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking
by or on behalf of such officer, director or representative to repay the amount advanced if it is ultimately determined that the indemnitee
is not entitled to be indemnified by the corporation.
Also, PBCL Section 1746 provides that the
indemnification and advancement of expenses provided by, or granted pursuant to, the foregoing provisions is not exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders
or disinterested directors or otherwise, and that indemnification may be granted under any bylaw, agreement, vote of shareholders or directors
or otherwise for any action taken or any failure to take any action and may be made whether or not the corporation would have the power
to indemnify the person under any other provision of law and whether or not the indemnified liability arises or arose from any threatened,
pending or completed action by or in the right of the corporation; provided, however, that no indemnification may be made in any
case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful
misconduct or recklessness.
Article IV of the Company Bylaws provides
that the Company’s directors or officers shall be indemnified as of right to the fullest extent not prohibited by law in connection
with any actual or threatened action, suit or proceeding, civil, criminal, administrative, investigative or other (whether brought by
or in the right of the corporation or otherwise) arising out of their service to the Company or to another corporation or other enterprise
at the Company’s request; provided, however, that the Company shall not indemnify any director or officer in connection with a proceeding
(or part thereof) initiated by such director or officer (other than a proceeding to enforce such person’s rights to indemnification
under the provisions of Article IV) unless such proceeding (or part thereof) was authorized by the Company’s board of directors.
PBCL Section 1747 permits a business corporation
to purchase and maintain insurance on behalf of any person who is or was a director, officer or representative of the corporation, or
is or was serving at the request of the corporation as a director, officer or representative of another corporation or other enterprise,
against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions described
above.
Article IV
of the Company Bylaws provides that the Company may purchase and maintain insurance to protect the Company and any director, officer,
agent or employee against any liability asserted against such person and incurred by such person in respect of the service of such person,
whether or not the Company would have the power to indemnify such person against such liability by law or under the provisions of Article IV.
Article IV is applicable to persons who have ceased to be directors, officers, agents, and employees and shall inure to the benefit
of the heirs, executors and administrators of persons entitled to indemnity.
The Company maintains directors’ and officers’
liability insurance covering its directors and officers with respect to liabilities, including liabilities under the Securities Act, which
they may incur in connection with their serving as such. Under this insurance, the Company may receive reimbursement for amounts as to
which the directors and officers are indemnified by the Company under the bylaw indemnification provisions described above. Such insurance
also provides certain additional coverage for the directors and officers against certain liabilities even though such liabilities may
not be covered by the bylaw indemnification provisions described above.
As
permitted by PBCL Section 1713, the Company Articles and the Company Bylaws provide that no director shall be personally liable for
monetary damages as such (except to the extent otherwise provided by law) for any action taken, or failure to take any action,
unless the director has breached or failed to perform the duties of his or her office under Subchapter B—“Fiduciary Duty”
of Chapter 17 of the PBCL (or any successor statute relating to directors’ standard of care and justifiable reliance), and such
director’s breach of duty or failure to perform constituted self-dealing, willful misconduct or recklessness. The PBCL states that
this exculpation from liability does not apply to the responsibility or liability of a director pursuant to any criminal statute or the
liability of a director for the payment of taxes pursuant to federal, state or local law. It is uncertain whether this provision will
control with respect to liabilities imposed upon directors by federal law, including federal securities laws.
As
permitted by PBCL Section 1735, the Company’s Bylaws provide that no officer shall
be personally liable, as such, for monetary damages (except to the extent otherwise provided by law) for any action taken, or any failure
to take any action, unless such officer has breached or failed to perform the duties of his or her office under Title 15, Chapter 17,
Subchapter C of the Pennsylvania Consolidated Statutes (or any successor statute relating to officers’ standard of care and justifiable
reliance), and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The PBCL states that this
exculpation from liability does not apply to the responsibility or liability of an officer pursuant to any criminal statute or the liability
of an officer for the payment of taxes pursuant to federal, state or local law. It is uncertain whether this provision will control with
respect to liabilities imposed upon directors by federal law, including federal securities laws.
The Company has Indemnification Agreements with
all of its executive officers and directors (collectively, indemnitees). These Indemnification Agreements provide that the indemnitees
will be protected as promised in the Company Bylaws (regardless of, among other things, any amendment to or revocation of the Company
Bylaws or any change in the composition of the Company’s board of directors or an acquisition transaction relating to the Company)
and advanced expenses to the fullest extent of the law and as set forth in the Indemnification Agreements. These Indemnification Agreements
also provide, to the extent insurance is maintained, for the continued coverage of the indemnitees under the Company’s director
and officer insurance policies. The Indemnification Agreements, among other things and subject to certain limitations, indemnify and hold
harmless the indemnitees against any and all reasonable expenses, including fees and expenses of counsel, and any and all liability and
loss, including judgments, fines, ERISA, excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by the
indemnitees in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether or not by or in the right of the corporation or otherwise, in which the indemnitees are, were or at any time
become parties, or are threatened to be made parties or are involved by reason of the fact that the indemnitees are or were the Company’s
directors or officers or are or were serving at the Company’s request as directors, officers, employees, trustees or representatives
of another corporation or enterprise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
* Filed herewith.
Item 9. Undertakings.
(a) The
undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the Borough of Canonsburg, Commonwealth of Pennsylvania, on May 1, 2024.
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EQUITRANS MIDSTREAM CORPORATION |
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By: |
/s/ Kirk. R.
Oliver |
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Kirk R. Oliver |
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Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby appoints Diana
M. Charletta, Kirk R. Oliver and Stephen M. Moore, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this Registration Statement (including all pre-effective and post-effective amendments thereto
and registration statements filed pursuant to Rule 462 under the Securities Act), and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on May 1,
2024.
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Title |
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/s/ Diana M.
Charletta |
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President and Chief Executive Officer
(Principal Executive Officer) |
| Diana M. Charletta |
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/s/ Kirk R. Oliver |
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
| Kirk R. Oliver |
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/s/ Brian P.
Pietrandrea |
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Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| Brian P. Pietrandrea |
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Director |
| Vicky A. Bailey |
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/s/ Sarah M.
Barpoulis |
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Director |
| Sarah M. Barpoulis |
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/s/ Kenneth M.
Burke |
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Director |
| Kenneth M. Burke |
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| /s/ Thomas F. Karam |
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Executive Chairman |
| Thomas F. Karam |
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| /s/ D. Mark
Leland |
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Director |
| D.
Mark Leland |
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/s/
Norman J. Szydlowski |
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Director |
| Norman J. Szydlowski |
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/s/
Robert F. Vagt |
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Director |
| Robert F. Vagt |
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