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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): August 14, 2025
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 5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On August 14, 2025, Antero Midstream Corporation
(“Antero Midstream”) and Antero Resources Corporation (“Antero Resources”) announced that, effective today, Michael
N. Kennedy will serve as Chief Executive Officer and President of Antero Midstream and Antero Resources, and serve on each company’s
Board of Directors. In connection with his promotion, Mr. Kennedy will cease to be Chief Financial Officer of Antero Resources and SVP—Finance
of Midstream and Antero Resources. Mr. Kennedy’s promotion comes in connection with the announcement that Paul M. Rady will transition
from his roles as Chief Executive Officer and President and as a member and Chairman of the Board of Directors of Antero Midstream and
Antero Resources to his roles as Chairman Emeritus of each company to focus on his family, health and philanthropy. Mr. Rady’s transition
to the Chairman Emeritus role is not the result of any disagreement with Antero Midstream or Antero Resources.
Mr.
Kennedy has served as Chief Financial Officer of Antero Resources since 2021 and SVP—Finance of Antero Resources and Antero Midstream
since 2016. Mr. Kennedy also served as Chief Financial Officer of Antero Midstream and its predecessors from 2016 to 2021. Mr. Kennedy
has been a member of the Board of Directors of Antero Midstream since 2021. Prior to joining Antero, Mr. Kennedy spent 12 years at Forest
Oil Corporation, where he held various positions, including Executive Vice President and Chief Financial Officer from 2009 to 2013. From
1996 to 2001, Mr. Kennedy was an auditor with Arthur Andersen focusing on the Natural Resources Industry. Mr. Kennedy holds a B.S in Accounting
from the University of Colorado at Boulder.
In connection with Mr. Kennedy’s promotion
and Mr. Rady’s transition to Chairman Emeritus, Antero Midstream announced new responsibilities for certain members of its Board
of Directors and management team:
Antero Midstream is separating the roles of Chairman of the Board and
Chief Executive Officer. David H. Keyte, the lead independent director of Antero Midstream, will serve as Chairman of the Board of Antero
Midstream. Mr. Keyte has served on the Board of Directors of Antero Midstream since 2019. Mr. Keyte also served as Chairman and Chief
Executive Officer of Caerus Oil and Gas LLC from 2009 until its sale in 2024. Prior to that, Mr. Keyte held senior executive positions
at Forest Oil Corporation from 1995 until 2009, including the positions of Chief Financial Officer and Chief Accounting Officer. Mr. Keyte
also served on the board of Regal Entertainment Group, a publicly held movie exhibition company, from 2006 until the company was sold
in 2018. Mr. Keyte holds a B.S. degree in Economics from the University of Pennsylvania’s Wharton School of Finance.
In
connection with Mr. Rady’s departure from the Board of Directors of Antero Midstream, Yvette K. Schultz will join the Board of Directors
of Antero Midstream pursuant to Antero Resources’ contractual right to designate certain members of Antero Midstream’s Board
of Directors. Ms. Schultz, 43, has served as Chief Compliance Officer and SVP—Legal of Antero Midstream and Antero Resources since
January 2022, and as General Counsel of the companies since January 2017. Ms. Schultz has also served as Corporate Secretary of the companies
since April 2021. Ms. Schultz was previously the companies’ Director of Legal from 2015 to 2017. Prior to joining Antero, Ms. Schultz
was an attorney at Vinson & Elkins L.L.P. from 2008 to 2012 and at Latham & Watkins LLP from 2012 to 2015. Ms. Schultz
holds a B.S. in Computer Science and a Masters degree in Business Administration from the University of South Dakota, and a J.D. and B.C.L.
from the Paul M. Herbert Law Center at Louisiana State University. Ms. Schultz’s significant energy industry experience and substantial
knowledge of Antero Midstream’s assets and operations make her well-suited to serve as a member of Antero Midstream’s Board
of Directors.
Justin
J. Agnew, currently Vice President—Finance & Investor Relations of Antero Midstream, will serve as Chief Financial Officer
of Antero Midstream and will continue to serve as its Vice President—Finance & Investor Relations. Mr. Agnew, 37, has held
roles of increasing responsibility at Antero since joining the company in 2014. Prior to joining Antero, Mr. Agnew worked in
equity research at Robert W. Baird & Co. and spent time at M&I Bank (now a subsidiary of BMO). Mr. Agnew earned Bachelor of
Science degrees in both Finance and Economics from Arizona State University.
Brendan E. Krueger, currently Chief Financial Officer
of Antero Midstream and Vice President—Finance and Treasurer of Antero Resources, will serve as Chief Financial Officer of Antero
Resources and Senior Vice President—Finance and Treasurer of Antero Resources and Antero Midstream, and will cease to be Chief Financial
Officer of Antero Midstream.
The management and board transitions described herein
will be effective as of August 14, 2025.
In connection with Mr. Rady’s transition
to Chairman Emeritus, Antero Midstream and Antero Resources entered into a Chairman Emeritus Agreement (the “Emeritus
Agreement”) with Mr. Rady, pursuant to which Mr. Rady will transition from his current roles as President and Chief Executive
Officer and member and Chairman of the Board of Directors. Pursuant to the Emeritus Agreement, Mr. Rady will serve as Chairman
Emeritus until December 31, 2028, unless the Board extends his term as Chairman Emeritus beyond such date. As Chairman Emeritus, Mr.
Rady will be entitled to receive an annual salary of $50,000, will continue to vest in outstanding equity awards pursuant to their
terms, will be eligible to participate in company benefit plans and will be eligible to participate in any company severance plan
that may be adopted during his term as Chairman Emeritus. Mr. Rady will also be entitled to a pro-rated portion of his 2025 annual
incentive bonus. The foregoing summary of the Emeritus Agreement is qualified in its entirety by the Emeritus Agreement, a copy of
which is filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On August 14, 2025, the
Board of Directors of Antero Midstream amended and restated its bylaws (as amended and restated, the “Second A&R Bylaws”)
to outline the responsibilities of the Chairman of the Board, Chairman Emeritus and Chief Executive Officer roles in new Sections 3.14
and 3.15 and revised Section 5.4, and to remove the Chairman of the Board from the list of required officers of the company in Section
5.3.
The foregoing summary
and description of the provisions of the Second A&R Bylaws does not purport to be complete and is qualified in its entirety by reference
to the full text of the Second A&R Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated
herein by reference.
On August 14, 2025, Antero Midstream and Antero Resources
issued two joint press releases announcing certain management and board transitions. Copies of the press releases are furnished as Exhibit
99.1 and Exhibit 99.2 hereto and are incorporated by reference herein.
In accordance
with General Instruction B.2 of Form 8-K, the information furnished in this Item 7.01 (including the exhibits) is deemed to be “furnished”
and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| 3.1 |
|
Second Amended and Restated Bylaws of Antero Midstream Corporation, dated August 14, 2025. |
| 10.1 |
|
Chairman
Emeritus Agreement, by and between Antero Resources Corporation, Antero Midstream Corporation and Paul Rady, dated August 14,
2025. |
| 99.1 |
|
Press release dated August 14, 2025. |
| 99.2 |
|
Press release dated August 14, 2025. |
| 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 and Vice President—Finance & Investor Relations |
Dated:
August 14, 2025
