8-K
Archrock, Inc. (AROC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
April 27, 2023
Commission File Number 001-33666
ARCHROCK, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 74-3204509 |
|---|---|
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
9807 Katy Freeway, Suite 100, Houston,TX 77024
(Address of principal executive offices, zip code)
(281) 836-8000
Registrant’s telephone number, including area code
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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>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 | Name of exchange on which registered |
|---|---|---|
| Common stock, $0.01 par value per share | AROC | 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.
The 2023 Annual Meeting of Stockholders of Archrock, Inc., a Delaware corporation (the “Company”), was held on April 27, 2023 (the “Annual Meeting”). At the Annual Meeting, the following matters, set forth in our proxy statement filed with the Securities and Exchange Commission on March 15, 2023, were voted upon with the results indicated below.
Proposal 1: Election of Directors
Our stockholders elected the following directors to serve until the next annual meeting of our stockholders or until their successors are duly elected and qualified.
| Directors | Votes For | Votes Withheld | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| Anne-Marie N. Ainsworth | 116,195,828 | 7,931,532 | 9,033,902 | |||
| D. Bradley Childers | 119,456,827 | 4,670,533 | 9,033,902 | |||
| Gordon T. Hall | 115,535,742 | 8,591,618 | 9,033,902 | |||
| Frances Powell Hawes | 121,028,221 | 3,099,139 | 9,033,902 | |||
| J.W.G. “Will” Honeybourne | 113,603,588 | 10,523,772 | 9,033,902 | |||
| James H. Lytal | 120,685,225 | 3,442,135 | 9,033,902 | |||
| Leonard W. Mallett | 123,855,961 | 271,399 | 9,033,902 | |||
| Jason C. Rebrook | 119,500,009 | 4,627,351 | 9,033,902 | |||
| Edmund P. Segner, III | 121,325,802 | 2,801,558 | 9,033,902 |
Proposal 2: Ratification of Independent Registered Public Accounting Firm
Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 127,206,127 | 5,914,684 | 40,451 | - |
Proposal 3: Advisory Vote on Executive Compensation
Our stockholders approved, by a non-binding advisory vote, the compensation provided to our Named Executive Officers for 2022, as disclosed in our proxy statement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 119,084,430 | 4,901,262 | 141,668 | 9,033,902 |
Proposal 4: Advisory Vote on the Frequency of Future Stockholder Advisory Votes on Executive Compensation
Our stockholders approved, by a non-binding advisory vote, that the frequency of an advisory vote on the compensation provided to our Named Executive Officers be every year, as disclosed in our proxy statement.
| Votes For 1 Year | Votes for 2 Years | Votes for 3 Years | Abstentions | ||||
|---|---|---|---|---|---|---|---|
| 113,735,874 | 100,759 | 9,521,326 | 769,401 |
Item 8.01 Other Events.
On April 28, 2023, the Company announced that the Board of Directors has authorized the repurchase of shares of the Company’s outstanding common stock up to an aggregate amount of $50 million. The Company will purchase the shares from time to time in the open market, through privately negotiated transactions, or otherwise in accordance with applicable federal securities laws (the “2023 Share Repurchase Program”). The 2023 Share Repurchase Program became effective on April 27, 2023 and will continue for a period of one year or until completed, whichever occurs first.
The press release announcing the 2023 Share Repurchase Program is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release of Archrock, Inc. dated April 28, 2023 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| ARCHROCK, INC. | |
|---|---|
| By: | /s/ Stephanie C. Hildebrandt |
| Stephanie C. Hildebrandt | |
| Senior Vice President, General Counsel and Secretary | |
| May 1, 2023 |
Exhibit 99.1
Archrock Announces$50 Million Share Repurchase Authorization and Quarterly Cash Dividend
HOUSTON, April 28, 2023 – Archrock, Inc. (NYSE: AROC) (“Archrock” or the “Company”) today announced that its Board of Directors has authorized a new $50 million share repurchase program (“2023 Share Repurchase Program”).
The Board of Directors has also declared a quarterly dividend of $0.15 per share of common stock, or $0.60 per share on an annualized basis. The first quarter 2023 dividend will be paid on May 16, 2023 to all stockholders of record on May 9, 2023.
“With the rapid tightening in compression market fundamentals and our continued confidence in Archrock’s financial outlook, we are accelerating our plan to increase shareholder returns and supplementing our compelling quarterly dividend with a share repurchase program,” said Brad Childers, Archrock’s President and Chief Executive Officer. “As the path to a leverage ratio of below 4.0 times this year becomes clearer, this authorization provides an additional capital allocation tool and the flexibility to opportunistically act on any broader market dislocation. We believe Archrock is in an enviable position, with significant earnings power and cash flow growth forecasted ahead, and we remain committed to creating and returning value to shareholders.”
Under the 2023 Share Repurchase Program, shares of the Company’s common stock may be repurchased periodically, including in the open market, privately negotiated transactions, or otherwise in accordance with applicable federal securities laws, at any time until April 27, 2024. The actual timing, manner, number, and value of shares repurchased under the program will be determined by the Company at its discretion.
About Archrock
Archrock is an energy infrastructure company with a primary focus on midstream natural gas compression and a commitment to helping its customers produce, compress and transport natural gas in a safe and environmentally responsible way. Headquartered in Houston, Texas, Archrock is the leading provider of natural gas compression services to customers in the energy industry throughout the U.S. and a leading supplier of aftermarket services to customers that own compression equipment. For more information on how the Company embodies its purpose, WE POWER A CLEANER AMERICA^TM^, visit www.archrock.com.
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Forward-Looking Statements
This press release contains forward-looking statements, which include statements about Archrock’s future financial performance and dividends, and repurchase of shares of the Company’s common stock pursuant to the 2023 Share Repurchase Program. These statements are not guarantees of future performance or actions. Forward-looking statements rely on a number of assumptions concerning future events and are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, actual results may differ materially from those contemplated by a forward-looking statement. Forward-looking statements speak only as of the date on which they are made. Archrock expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. A further list and description of risks, uncertainties and other matters can be found in Archrock’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and as set forth from time to time in Archrock’s filings with the Securities and Exchange Commission. These filings are available online at www.sec.gov and www.archrock.com.
For information, contact:
Megan Repine
Vice President, Investor Relations
(281) 836-8360
investor.relations@archrock.com
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