DT Midstream, Inc 8-K, filed May 9, 2025
DT Midstream, Inc. (DTM)
About this 8-K
DT Midstream, Inc filed this 8-K on May 9, 2025, reporting on events of May 6, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: 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 (
Commission File Number:
| (State or other jurisdiction of incorporation or organization) |
(I.R.S Employer Identification No.) |
Registrant's address of principal executive offices:
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 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 | ||
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 5.03. 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 | ||
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
DT MIDSTREAM, INC.,
a Delaware corporation
DT Midstream, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify that:
First: The name of the Corporation is DT Midstream, Inc. The Corporation’s original Certificate of Incorporation was filed with the office of the Secretary of State of the State of Delaware on January 13, 2021, was amended by the Certificate of Amendment filed with the Secretary of State of the State of Delaware on June 4, 2021, and was amended and restated effective July 1, 2021 (as amended and restated, the “Certificate of Incorporation”).
Second: This first amendment (the “First Amendment”) to the Certificate of Incorporation amends the Certificate of Incorporation.
Third: This First Amendment to the Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware (as it may be amended from time to time, the “DGCL”).
Fourth: The text of Section 7.02 of Article Seven of the Certificate of Incorporation is hereby amended to read in its entirety as follows:
“Section 7.02. Special Meetings. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to call a special meeting of the holders of such series, special meetings of the stockholders of the Corporation may be called by or at the request of the chairperson of the Board, the chief executive officer of the Corporation or the Board in the manner provided in the Bylaws.”
Fifth: This Certificate of Amendment to the Certificate of Incorporation shall be effective upon filing with the office of the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by a duly authorized officer of the Corporation on this 9th day of May, 2025.
| DT MIDSTREAM, INC. | ||
| By: |
/s/ Wendy Ellis | |
| Name: | Wendy Ellis | |
| Title: | General Counsel & Corporate Secretary | |