Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On April 30, 2020, the Board of Directors (the "Board") of Archrock, Inc. ("Archrock," the "Company," "us," or "our") adopted Amendment No. 1 to the Third Amended and Restated Bylaws of Archrock, Inc. (the "Amendment"), effective immediately. The Amendment amends the bylaws as follows:

Article I, Section 1.9(A)(2) has been amended to update the advance notice and related procedural and disclosure requirements by which a stockholder may propose business in connection with an annual meeting of stockholders. Under these amended provisions, we must receive written notice of a stockholder proposal or director nomination to be brought before the 2021 Annual Meeting of Stockholders on or after October 18, 2020 and no later than November 17, 2020 for that proposal or nomination to be considered timely.

Article X has been added to provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

This choice of forum provision may limit a stockholder's ability to bring certain claims in a judicial forum that it finds favorable for disputes with the Company, which may discourage lawsuits with respect to such claims, although the Company's stockholders will not be deemed to have waived the Company's compliance with federal securities laws and the rules and regulations thereunder. The choice of forum may be beneficial to us by allowing the consolidation of multi-jurisdiction litigation and providing efficiencies in managing the procedural aspects of securities litigation.

The foregoing description of the Amendment is qualified in its entirety by reference to Amendment No. 1 to the Third Amended and Restated Bylaws of Archrock, Inc., which is filed as Exhibit 3.1 hereto and incorporated by reference.

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

Our 2020 Annual Meeting of Stockholders was held on April 30, 2020 (the "Annual Meeting"). At the Annual Meeting, the following matters, set forth in our proxy statement filed with the Securities and Exchange Commission on March 17, 2020, were voted upon with the results indicated below.

Proposal 1: Election of Directors

Our stockholders elected the following directors to serve until the next annual meeting of our stockholders or until their successors are duly elected and qualified.

Directors Votes For Votes Withheld Broker Non-Votes Anne-Marie N. Ainsworth 130,479,244 2,376,521 10,395,582 Wendell R. Brooks 130,901,003 1,954,762 10,395,582 D. Bradley Childers 130,365,212 2,490,553 10,395,582 Gordon T. Hall 127,770,060 5,085,705 10,395,582 Frances Powell Hawes 130,878,656 1,977,109 10,395,582 Jeffery D. Hildebrand 130,455,729 2,400,036 10,395,582 J.W.G. Honeybourne 128,451,670 4,404,095 10,395,582 James H. Lytal 129,993,013 2,862,752 10,395,582 Edmund P. Segner, III 131,318,803 1,536,962 10,395,582






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Proposal 2: Ratification of Independent Registered Public Accounting Firm

Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

Votes For Votes Against Abstentions Broker Non-Votes 140,238,294 2,953,186 59,867

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Proposal 3: Approval of the Adoption of the 2020 Stock Incentive Plan

Our stockholders approved the adoption of the 2020 Stock Incentive Plan, the terms of which were disclosed in our proxy statement.

Votes For Votes Against Abstentions Broker Non-Votes 126,832,503 5,916,842 106,420 10,395,582

Proposal 4: Advisory Vote on Executive Compensation

Our stockholders approved, by a non-binding advisory vote, the compensation provided to our Named Executive Officers for 2019, as disclosed in our proxy statement.

Votes For Votes Against Abstentions Broker Non-Votes 124,289,444 8,440,399 125,922 10,395,582

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

3.1Amendment No. 1 to Third Amended and Restated Bylaws of Archrock, Inc.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)











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