Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in Archrock, Inc.'s ("Archrock") Current Report on Form
8-K filed with the Securities and Exchange Commission (the "Commission") on June
24, 2019, Archrock entered into a Board Representation Agreement ("Board
Representation Agreement") with a portfolio company of JDH Capital Company
(together with its affiliates, "JDH"), pursuant to which JDH has the right to
designate one director to Archrock's board of directors (the "Board") for so
long as JDH or its successors (together with all affiliates of such person)
continue to hold, on an aggregate basis, at least 7.5% of the then-issued and
outstanding shares of Archrock's common stock.
On July 29, 2020, Jeffery D. Hildebrand, who was previously appointed to the
Board pursuant to the Board Representation Agreement, notified Archrock of his
resignation from the Board. Mr. Hildebrand informed the Board that his
resignation was not due to any disagreement with Archrock or any matter relating
to its operations, policies or practices.
In addition, on July 29, 2020, Jason C. Rebrook was appointed to the Board
pursuant to the Board Representation Agreement to fill the vacancy resulting
from Mr. Hildebrand's resignation. Mr. Rebrook's addition to the Board is
effective as of July 29, 2020.
From time to time, Archrock provides compression services to certain affiliates
of Mr. Rebrook. For the fiscal year ended December 31, 2019, affiliates of Mr.
Rebrook paid an aggregate of approximately $31.4 million to affiliates of
Archrock in exchange for compression and related services.
Other than the Board Representation Agreement, there are no arrangements or
understandings between Mr. Rebrook and any other person pursuant to which he was
elected as a director. Further, other than as disclosed herein, there are no
transactions between Mr. Rebrook or any member of his immediate family and
Archrock or any of its subsidiaries that would be reportable as a related party
transaction under the rules of the Commission.
Mr. Rebrook has not been appointed to any committee of the Board.
Further, pursuant to the Board Representation Agreement, Mr. Rebrook will not
receive any compensation for his service as a director of Archrock.
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