Kinetik Holdings (NYSE: KNTK) investors approve board, pay and KPMG as auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Kinetik Holdings Inc. reported the results of its annual stockholder meeting held on May 19, 2026. Stockholders elected ten directors to one-year terms, with each nominee receiving over 118 million votes in favor.
Stockholders also approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers. In addition, they ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Say-on-pay votes for: 119,108,008 votes
Say-on-pay votes against: 328,400 votes
Auditor ratification votes for: 126,411,696 votes
+4 more
7 metrics
Say-on-pay votes for
119,108,008 votes
Advisory approval of named executive officer compensation
Say-on-pay votes against
328,400 votes
Advisory approval of named executive officer compensation
Auditor ratification votes for
126,411,696 votes
Ratification of KPMG LLP for fiscal year ending December 31, 2026
Auditor ratification votes against
87,032 votes
Ratification of KPMG LLP for fiscal year ending December 31, 2026
Auditor ratification abstentions
34,118 votes
Ratification of KPMG LLP
Votes for director Jamie Welch
119,485,388 votes
Election to board of directors
Director election broker non-votes
6,962,759 votes
Each director nominee at annual meeting
Key Terms
broker non-votes, advisory non-binding basis, named executive officers, independent registered public accounting firm, +1 more
5 terms
broker non-votes financial
"For | Withhold | Abstain | Broker Non-Votes"
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.
advisory non-binding basis financial
"approved, on an advisory non-binding basis, the compensation"
named executive officers financial
"the compensation of the named executive officers of the Company"
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.
independent registered public accounting firm financial
"independent registered public accounting firm for the fiscal year"
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.
ratified financial
"The appointment of KPMG LLP ... was ratified by the stockholders"
"Ratified" means officially approved or confirmed, often through a formal process. When an agreement, decision, or rule is ratified, it becomes legally binding and recognized as final. For investors, ratification signals that an agreement or change has been validated, providing assurance that it is official and enforceable.
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)
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code) | ||||||||
(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 | Name of each exchange on which registered | ||||||
NYSE Texas | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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.
At the Annual Meeting, held on May 19, 2026, the Kinetik Holding Inc. (the "Company") stockholders voted upon the following three proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2026 (the "Proxy Statement"). The final vote results for each proposal were as follows:
Proposal 1: Election of Directors
The stockholders elected each of the ten nominees listed below to the Company’s board of directors to serve a one-year term beginning upon their election until their respective successors have been duly elected and qualified at the annual meeting of stockholders in 2027.
For | Withhold | Abstain | Broker Non-Votes | |||||||||||
Deborah L. Byers | 118,764,416 | 805,671 | - | 6,962,759 | ||||||||||
David I. Foley | 119,305,265 | 264,822 | - | 6,962,759 | ||||||||||
Michael Kumar | 119,313,043 | 257,044 | - | 6,962,759 | ||||||||||
D. Mark Leland | 119,262,304 | 307,783 | - | 6,962,759 | ||||||||||
Kevin S. McCarthy | 118,601,616 | 968,471 | - | 6,962,759 | ||||||||||
John-Paul Munfa | 119,469,688 | 100,399 | - | 6,962,759 | ||||||||||
William Ordemann | 119,129,170 | 440,917 | - | 6,962,759 | ||||||||||
Karen Putterman | 119,467,037 | 103,050 | - | 6,962,759 | ||||||||||
Laura A. Sugg | 119,142,278 | 427,809 | - | 6,962,759 | ||||||||||
Jamie Welch | 119,485,388 | 484,699 | - | 6,962,759 | ||||||||||
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay)
The Company’s stockholders approved, on an advisory non-binding basis, the compensation of the named executive officers of the Company, as disclosed in the Proxy Statement, by the vote indicated below:
For | Against | Abstain | Broker Non-Votes | ||||||||
119,108,008 | 328,400 | 133,679 | 6,962,759 | ||||||||
Proposal 3: Ratification of the Appointment of Independent Auditor
The appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the stockholders, by the vote indicated below:
For | Against | Abstain | Broker Non-Votes | ||||||||
126,411,696 | 87,032 | 34,118 | - | ||||||||
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.
Kinetik Holdings Inc. | |||||||||||
Dated: | May 20, 2026 | /s/ Lindsay Ellis | |||||||||
Lindsay Ellis | |||||||||||
General Counsel, Secretary and Chief Compliance Officer | |||||||||||
FAQ
What did Kinetik Holdings Inc. (KNTK) stockholders approve at the 2026 annual meeting?
Kinetik Holdings stockholders elected ten directors, approved executive compensation on an advisory basis, and ratified KPMG LLP as independent auditor for 2026. These actions maintain existing governance structures and confirm support for current leadership and compensation practices.
How did Kinetik Holdings Inc. (KNTK) stockholders vote on director elections?
Stockholders elected all ten director nominees, each receiving more than 118 million votes in favor. Broker non-votes totaled 6,962,759 for each nominee, indicating strong support among voting shareholders for the current board slate.
Was Kinetik Holdings Inc. (KNTK) executive compensation approved by stockholders?
Yes. The advisory vote on named executive officer compensation received 119,108,008 votes for, 328,400 against, and 133,679 abstentions. This non-binding approval signals general shareholder support for the pay practices disclosed in the company’s proxy statement.
Which auditor did Kinetik Holdings Inc. (KNTK) stockholders ratify for 2026?
Stockholders ratified KPMG LLP as Kinetik Holdings’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 126,411,696 for, 87,032 against, and 34,118 abstaining, indicating broad backing for retaining KPMG.
What is the significance of broker non-votes in Kinetik Holdings Inc. (KNTK) director elections?
Broker non-votes totaled 6,962,759 for each director nominee, reflecting shares present but not voted on these items. Despite these, each director still received more than 118 million votes in favor, demonstrating substantial active shareholder support.