Shareholders at Antero Midstream (NYSE: AM) back pay and vote schedule

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Antero Midstream Corporation reported results from its annual stockholder meeting. Stockholders elected three Class I directors — Peter A. Dea, W. Howard Keenan Jr., and Janine J. McArdle — with each receiving over 325 million votes in favor, plus broker non-votes.

They also ratified KPMG LLP as independent auditor with 435,213,596 votes for and minimal opposition, and approved, on an advisory basis, executive compensation with 380,665,343 votes for. Stockholders preferred holding the advisory vote on executive pay every year, with 380,325,942 votes for a one‑year frequency, and the company will use an annual schedule until the next frequency vote.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for Peter A. Dea: 384,780,244 votes Votes for W. Howard Keenan Jr.: 325,136,897 votes Votes for Janine J. McArdle: 383,264,690 votes +4 more

7 metrics

Votes for Peter A. Dea 384,780,244 votes Election as Class I director at 2026 annual meeting

Votes for W. Howard Keenan Jr. 325,136,897 votes Election as Class I director at 2026 annual meeting

Votes for Janine J. McArdle 383,264,690 votes Election as Class I director at 2026 annual meeting

KPMG ratification votes for 435,213,596 votes Ratification as independent registered public accounting firm

Say-on-pay votes for 380,665,343 votes Advisory approval of named executive officer compensation

Votes for 1-year say-on-pay frequency 380,325,942 votes Frequency of future advisory votes on executive compensation

Broker non-votes on non-routine items 40,840,729 shares Director elections, say-on-pay, and frequency proposals

Key Terms

broker non-votes, independent registered public accounting firm, named executive officers, advisory vote, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 40,840,729"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

named executive officers financial

"approve, on an advisory basis, the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

advisory vote financial

"approve, on an advisory basis, the frequency of future advisory votes on the compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/04/2026 - 04:59 PM

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): June 3, 2026

ANTERO MIDSTREAM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-38075		61-1748605
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1615 Wynkoop Street

Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code (303) 357-7310

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 each exchange on which registered
Common Stock, par value $0.01 Per Share		AM		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.

On June 3, 2026, at the annual meeting of stockholders (the “Annual Meeting”) of Antero Midstream Corporation (the “Company”), the Company’s stockholders were requested to (i) elect three Class I members of the Board to serve until the Company’s 2029 annual meeting of stockholders; (ii) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; (iii) approve, on an advisory basis, the compensation of the Company’s named executive officers; and (iv) approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. Each of these items is more fully described in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 23, 2026.

The results of the matters voted upon at the Annual Meeting are as follows:

Proposal No. 1 – Election of Class I Directors: Votes regarding the persons elected as Class III directors were as follows:

Nominee	For	Withheld	Broker Non-Votes
Peter A. Dea	384,780,244	10,902,668	40,840,729
W. Howard Keenan, Jr.	325,136,897	70,546,015	40,840,729
Janine J. McArdle	383,264,690	12,418,222	40,840,729

Proposal No. 2 — Ratification of the Appointment of KPMG LLP: The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
435,213,596		913,746		396,299		0

Proposal No. 3 — Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers: The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
380,665,343		14,131,349		886,220		40,840,729

Proposal No. 4 — Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers: The voting results were as follows:

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
380,325,942		1,797,979		13,018,278		540,713		40,840,729

The Company has determined that it will hold an advisory vote on executive compensation on an annual basis until the next stockholder advisory vote on this matter.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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.

	ANTERO MIDSTREAM CORPORATION


	By:	/s/ Justin J. Agnew
		Justin J. Agnew
		Chief Financial Officer, Vice President – Finance

Dated: June 4, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Antero Midstream (AM) shareholders approve at the 2026 annual meeting?

Shareholders elected three Class I directors, ratified KPMG LLP as auditor, approved executive compensation on an advisory basis, and chose an annual advisory vote frequency on pay, setting the company’s governance framework and oversight structure for the coming years.

Which directors were elected to Antero Midstream’s board in 2026 and how many votes did they receive?

Peter A. Dea, W. Howard Keenan Jr., and Janine J. McArdle were elected as Class I directors. Each received more than 325 million votes for, along with broker non‑votes, confirming strong stockholder support for the current board composition and leadership continuity.

Did Antero Midstream (AM) shareholders ratify KPMG LLP as the company’s auditor?

Yes, shareholders ratified KPMG LLP as independent registered public accounting firm with 435,213,596 votes for, 913,746 against, and 396,299 abstentions. This supports continuity in external financial statement auditing and reinforces existing oversight of the company’s financial reporting processes.

How did Antero Midstream shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, compensation for named executive officers with 380,665,343 votes for, 14,131,349 against, and 886,220 abstentions, plus broker non‑votes. This advisory support reflects general alignment with the company’s disclosed executive pay programs and policies.

What frequency did Antero Midstream (AM) investors choose for future say-on-pay votes?

Investors favored an annual advisory vote on executive compensation, with 380,325,942 votes for one year versus lower support for two- or three‑year options. The company will hold say‑on‑pay votes every year until the next required frequency vote occurs.

Were there significant broker non-votes in Antero Midstream’s 2026 shareholder meeting results?

Yes, broker non‑votes totaled 40,840,729 on director elections, the advisory compensation vote, and the say‑on‑pay frequency proposal. These represent shares present but not voting on certain non‑routine items, which can slightly affect the percentage of support calculated.

Filing Exhibits & Attachments

3 documents