Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 20, 2021, Wendell R. Brooks notified Archrock, Inc. (the "Company")
of his retirement from the board of directors of the Company (the "Board") and
as a member of the Board's Audit and Compensation Committees, effective as of
such date. Mr. Brooks informed the Board that his retirement was not due to any
disagreement with, or any matter relating to, the operations, policies or
practices of the Company. The Company thanks Mr. Brooks for his many
contributions to the Company.
In addition, on January 20, 2021, Leonard W. Mallett was appointed to the Board
to fill the vacancy resulting from Mr. Brooks's retirement. The Board
determined that Mr. Mallett meets the independence requirements under the
rules of the New York Stock Exchange and the Company's independence
standards. Mr. Mallet will also serve as a member of the Board's Compensation
Committee. Mr. Mallett's addition to the Board is effective as of January 20,
2021.
There are no family relationships between Mr. Mallett and any director or other
executive officer of the Company nor are there any transactions between
Mr. Mallett or any member of his immediate family and the Company or any of its
subsidiaries that would be reportable as a related party transaction under the
rules of the United States Securities and Exchange Commission (the
"Commission"). Further, there is no arrangement or understanding between
Mr. Mallett and any other persons or entities pursuant to which Mr. Mallett was
appointed as a director of the Company.
Upon his appointment to the Board, Mr. Mallet became entitled to receive the
Company's non-employee director compensation. The specific terms of the
Company's non-employee director compensation arrangements are described further
in the Company's annual proxy statement that was filed with the Commission on
March 17, 2020 and Form 8-K filed with the Commission on April 30, 2020.
A press release dated January 20, 2021, announcing the retirement of Mr. Brooks
and the appointment of Mr. Mallett as a director is filed as Exhibit 99.1 to
this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished as part of this report:
99.1 Company press release dated January 20, 2021
104 Cover Page Interactive Data File, formatted in Inline XBRL
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