DT Midstream Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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
Date of Report (Date of earliest event reported): May 9, 2025 (
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 6, 2025, the stockholders of DT Midstream, Inc. (the “Company”) voted at the virtual 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to approve a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to eliminate the prohibition on the ability of the Company’s stockholders to call a special meeting of stockholders, and, in accordance with certain amendments to the Company’s Amended and Restated Bylaws, grant stockholders owning for a minimum of one full year not less than 25% of the voting power of all outstanding shares of the Company’s common stock the ability to request a special meeting of stockholders (the “Stockholder Rights Proposal”). The Stockholder Rights Proposal became effective with the filing of the Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware on May 9, 2025.
A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | The Annual Meeting was held on May 6, 2025. |
| (b) | At the Annual Meeting: |
| (i) | The director nominees named in the Proxy, Angela Archon, Stephen Baker, Elaine Pickle, Robert Skaggs, Jr., David Slater, Peter Tumminello and Dwayne Wilson, were each elected to the Board of Directors of the Company for a one-year term expiring in 2026, with the votes shown: |
| Total Votes For Each Director | Total Votes Withheld From Each Director | Broker Non-Votes | |
| Angela Archon | 77,668,518 | 1,694,547 | 10,510,966 |
| Stephen Baker | 74,548,554 | 4,814,511 | 10,510,966 |
| Elaine Pickle | 79,037,535 | 325,530 | 10,510,966 |
| Robert Skaggs, Jr. | 78,064,283 | 1,298,782 | 10,510,966 |
| David Slater | 79,117,904 | 245,161 | 10,510,966 |
| Peter Tumminello | 79,029,242 | 333,823 | 10,510,966 |
| Dwayne Wilson | 76,706,861 | 2,656,204 | 10,510,966 |
| (ii) | Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with the votes shown: |
| For | Against | Abstentions | Broker Non-Votes |
| 89,571,785 | 165,909 | 136,337 | - |
| (iii) | Stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers, with the votes shown: |
| For | Against | Abstentions | Broker Non-Votes |
| 75,849,202 | 3,168,792 | 345,071 | 10,510,966 |
| (iv) | Stockholders approved a Stockholder Rights Proposal to amend the Company’s Certificate of Incorporation to provide a 25% threshold for stockholders to request special meetings, with the votes shown: |
| For | Against | Abstentions | Broker Non-Votes |
| 68,341,909 | 966,229 | 10,054,927 | 10,510,966 |
| (v) | Stockholders did not approve the stockholder proposal to support shareholder ability to call for a special shareholder meeting, with the results shown: |
| For | Against | Abstentions | Broker Non-Votes |
| 27,691,514 | 51,323,982 | 347,569 | 10,510,966 |
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of DT Midstream, Inc., dated May 9, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
Date: May 9, 2025
DT MIDSTREAM, INC. (Registrant) | |||
| by | |||
| /s/ Wendy Ellis | |||
| Name: | Wendy Ellis | ||
| Title: | General Counsel and Corporate Secretary | ||