Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 6, 2022, Antero Midstream Corporation (the "Company") announced that
its board of directors (the "Board"), upon the recommendation of its Nominating
and Governance Committee, appointed Nancy E. Chisholm to the Board as a
Class III director, effective as of December 5, 2022. Also effective December 5,
2022, Ms. Chisholm was appointed to serve on the Board's Audit Committee and
Environmental, Social and Governance (ESG) Committee. The Board determined that
Ms. Chisholm meets the independence requirements under the rules of the New York
Stock Exchange and the Company's independence standards, and that there are no
transactions between the Company and Ms. Chisholm that would require disclosure
under Item 404(a) of Regulation S-K. There are no understandings or arrangements
between Ms. Chisholm and any other person pursuant to which Ms. Chisholm was
selected to serve as a director of the Board.
Ms. Chisholm will receive the standard non-employee director compensation for
serving on the Board and committees of the Board. The specific terms of such
compensation are described further in the Company's annual proxy statement that
was filed with the Securities and Exchange Commission on April 28, 2022.
In connection with the appointment of Ms. Chisholm as a member of the Board, the
Company entered into an Indemnification Agreement with Ms. Chisholm pursuant to
which the Company agreed to indemnify Ms. Chisholm to the fullest extent
permitted under Delaware law against liability that may arise by reason of her
service to the Company and to advance her expenses incurred as a result of any
proceeding against her to which she could be indemnified.
The foregoing description is qualified in its entirety by reference to the full
text of such Indemnification Agreement, the form of which is filed as
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 12, 2019
and incorporated in this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibits Description
10.1 Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K (Commission
File No. 001-38075) filed on March 12, 2019).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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