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8-K

DT Midstream, Inc. (DTM)

8-K 2023-03-08 For: 2023-03-07
View Original
Added on April 12, 2026

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): March 7, 2023

Commission File Number: 1-40392

DT Midstream, Inc.

Delaware 38-2663964
(State or other jurisdiction of <br><br>incorporation or organization) (I.R.S Employer <br><br>Identification No.)

Registrant’s address of principal executiveoffices: 500 Woodward Ave., Suite 2900, Detroit, Michigan 48226-1279

Registrant’s telephone number, including area code: (313) 402-8532

_______________________

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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) 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(s) Name of Exchange on which Registered
Common stock, par value $0.01 DTM New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under Exchange Act (17 CFR 240.12b-2).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;Compensatory Arrangements of Certain Officers.

Departure of Director

On March 7, 2023, Wright Lassiter III, a member of the board of directors (the “Board”) of DT Midstream, Inc. (the “Company”), Chair of the Corporate Governance Committee of the Board, member of the Organization and Compensation Committee of the Board, member of the Environmental, Social and Governance Committee of the Board and the Company’s Lead Independent Director, notified the Company of his intention to resign, effective March 7, 2023. Mr. Lassiter has served as a director of the Company since July 2021. Mr. Lassiter’s departure was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

Following Mr. Lassiter’s resignation, the Company’s independent directors appointed Stephen Baker as the Company’s Lead Independent Director, effective March 7, 2023. Mr. Baker has served on the Board since July 2021 and is currently the Chair of the Finance Committee and a member of the Audit Committee and Environmental, Social and Governance Committee of the Board.

Appointment of NewDirector

On March 7, 2023, the Board appointed Angela Archon as a director of the Company. Ms. Archon will serve as Chair of the Corporate Governance Committee of the Board and as a member of the Organization and Compensation Committee and Environmental, Social and Governance Committee of the Board. Ms. Archon will serve as a Class III Director, to fill the vacancy created by Mr. Lassiter’s resignation, until the Company’s 2024 annual meeting of stockholders or until her earlier resignation or removal.

Ms. Archon’s career includes over 30 years at International Business Machines (IBM) where she held various global executive leadership roles in strategy, operations, customer relations, IT systems, business development and supply chain management. Ms. Archon also has significant public board experience. She currently serves on the Board of Spirax-Sarco Engineering plc, which is a world leading thermal energy management and niche pumping specialist, and previously served on the boards of Switch, Inc. and H&R Block. Ms. Archon also serves on the board of Stewardship Trustees of CommonSpirit Health, the nation’s largest Catholic healthcare system.

The Board has determined that Ms. Archon is independent under the terms of the Company’s Categorical Standards for Director Independence and all applicable rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission.

As a member of the Board, Ms. Archon will participate in the same compensation program as the other non-employee members of the Board, as described under “Director Compensation” in the Company’s proxy statement for its 2022 annual meeting of stockholders, dated March 24, 2022.

There are no understandings or arrangements between Ms. Archon and any other person pursuant to which Ms. Archon was appointed to serve on the Board. There are no existing relationships between Ms. Archon and any person that would require disclosure pursuant to Item 404(a) of Regulation S-K or any familial relationships that would require disclosure under Item 401(d) of Regulation S-K.

Item 7.01. Regulation FD Disclosure

On March 8, 2023, the Company issued a press release announcing the foregoing updates, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

Item 9.01. Financial Statements and Exhibits
Exhibit Description
--- ---
99.1 Press Release dated March 8, 2023
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: March 8, 2023

DT MIDSTREAM, INC.<br><br> <br>(Registrant)
by
/s/ Jeffrey Jewell
Name: Jeffrey Jewell
Title: Chief Financial Officer
NEWS RELEASE
---

DT Midstream, Inc. Announces Board of Directors Changes

DETROIT, Mar. 8, 2023 – The DT Midstream, Inc. Board of Directors announced the appointment of Angela Archon to its Board of Directors, effective March 7, 2023. Ms. Archon, who qualifies as an independent director, will serve as a Class III Director of DT Midstream until the company’s 2024 annual meeting of stockholders or until her earlier resignation or removal.

Ms. Archon’s career includes over 30 years at International Business Machines (IBM) where she held various global executive leadership roles in strategy, operations, customer relations, IT systems, business development and supply chain management. Ms. Archon also has significant independent public board experience. She currently serves on the board of Spirax-Sarco Engineering plc, which is a world leading thermal energy management and niche pumping specialist, and previously served on the boards of Switch, Inc. and H&R Block. Ms. Archon also serves on the board of Stewardship Trustees of CommonSpirit Health, the nation’s largest Catholic healthcare system.

“We are excited to welcome Angela to the DT Midstream Board of Directors and feel that her depth of experience in diverse operating functions will greatly contribute to our strategic and corporate governance initiatives,” said David Slater, President and CEO of DT Midstream. Ms. Archon will become the Chair of the Corporate Governance Committee and will also serve on the Board’s Organization and Compensation and Environmental, Social and Governance Committees.

Coinciding with the appointment of Ms. Archon, Wright Lassiter III, DT Midstream’s Lead Independent Director and Chair of the Corporate Governance Committee, has resigned. Mr. Lassiter has served on DT Midstream’s Board of Directors since July 2021. “Wright’s leadership contributed to the successful transition of DT Midstream into an independent public company. I appreciate his guidance while serving on the Board and wish him continued success,” said Robert Skaggs, Executive Chairman of DT Midstream.

NEWS RELEASE

Additionally, Stephen Baker has been appointed Lead Independent Director, effective March 7, 2023. Mr. Baker, who is also the Chair of the Finance Committee, succeeds Mr. Lassiter. Mr. Baker is a highly respected business leader and has significant business and financial expertise in the energy industry. He has served as a member of the Board of Directors of DT Midstream since July 2021 and helped guide the company through its successful spin-off from DTE Energy. “Steve has a breadth of experience in the pipeline sector, and I am confident that he will provide exceptional guidance and oversight to the Board and the Executive Leadership Team,” said Mr. Skaggs.

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About DT Midstream

DT Midstream (NYSE: DTM) is an owner, operator and developer of natural gas interstate and intrastate pipelines, storage and gathering systems, compression, treatment and surface facilities. The company transports clean natural gas for utilities, power plants, marketers, large industrial customers and energy producers across the Southern, Northeastern and Midwestern United States and Canada. The Detroit-based company offers a comprehensive, wellhead-to-market array of services, including natural gas transportation, storage and gathering. DT Midstream is transitioning towards net zero greenhouse gas emissions by 2050, including a plan of achieving 30% of its carbon emissions reduction in the next decade. For more information, please visit the DT Midstream website at www.dtmidstream.com.

Investor Relations

Todd Lohrmann, DT Midstream, 313.774.2424

investor_relations@dtmidstream.com