Item 1.01. Entry into a Material Definitive Agreement.
On
On
• a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; and • an Employee Matters Agreement.
Summaries of the material terms and conditions of each of the foregoing
agreements can be found in the section entitled "Certain Relationships and
Related Party Transactions" of the Company's information statement, dated
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated into this Item 3.03 by reference.
Item 5.01. Changes in Control of Registrant.
Immediately prior to the Distribution, we were a wholly owned subsidiary of DTE
Energy. On the Distribution Date, DTE Energy distributed all of the 96,732,466
shares of
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported in the Information Statement, on or prior to
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Compensation Committee.
Name Age Committee Appointment Robert Skaggs, Jr. 67 N/A David Slater 55 N/A Stephen Baker 57 Audit Committee, Environmental, Social and Governance Committee and Finance Committee Wright Lassiter III 58 Corporate Governance Committee, Environmental, Social and Governance Committee and Organization and Compensation Committee Elaine Pickle 56 Audit Committee, Corporate Governance Committee and Finance Committee Peter Tumminello 59 Environmental, Social and Governance Committee, Finance Committee and Organization and Compensation Committee Dwayne Wilson 63 Audit Committee, Corporate Governance Committee and Organization and Compensation Committee
On
On
Name Age Position(s) Robert Skaggs, Jr. 67 Executive Chairman David Slater 55 President and Chief Executive Officer Wendy Ellis 56 Executive Vice President, General Counsel and Corporate Secretary Jeffrey Jewell 54 Executive Vice President, Chief Financial Officer and Chief Accounting Officer Richard Redmond 64 Executive Vice President and Chief Administrative Officer Christopher Zona 49 Executive Vice President and Chief Operating Officer
Information regarding the background of each director and executive officer of the Company, compensation information for each of the directors appointed to the Board and compensation information for the Company's named executive officers can be found in the sections entitled "Management", "Management-Director Compensation" and "Executive Compensation", respectively, of the Information Statement, which are incorporated herein by reference.
On
For purposes of the Change-In-Control Agreements, a Change-in-Control occurs if (i) our assets are acquired by another company or if we merge, consolidate, or reorganize with another company and less than 50% of the new or acquiring company's combined voting stock is held by holders of the voting stock of the Company immediately prior to the change-in-control transaction, (ii) the Company's shareholders approve a complete liquidation or dissolution of the Company, (iii) a "person" becomes the beneficial owner of at least 30% of the Company's voting stock or (iv) a majority of the Company's Board members change within any consecutive twelve-month period.
The Change-In-Control Agreements provide for severance compensation in the event that the Executive's (as defined in the Change-In-Control Agreements) employment is terminated without Cause (as defined in the Change-In-Control Agreements) or the Executive resigns for Good Reason (as defined in the Change-In-Control Agreements) within two years after a Change-in-Control of the Company. The severance compensation provided to an Executive following a qualifying termination is the same for all of the Change-in-Control events. The cash . . .
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the Distribution, on
A summary of the material provisions of the Charter and Bylaws can be found in the section entitled "Description of Our Capital Stock" of the Information Statement, which is incorporated herein by reference. The descriptions contained therein and herein do not purport to be complete and are qualified in their entirety by reference to the full text of the Charter and Bylaws, which are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 7.01. Regulation FD Disclosure.
On
In its press release, the Company discusses 2021 operating earnings guidance. It is likely that certain items that impact the Company's 2021 reported results will be excluded from operating results. Reconciliations to the comparable 2021 reported earnings guidance are not provided because it is not possible to provide a reliable forecast of specific line items (i.e., future non-recurring items, certain mark-to-market adjustments and discontinued operations). These items may fluctuate significantly from period to period and may have a significant impact on reported earnings.
The Company also discusses Adjusted EBITDA in its press release. The reconciliation of net income to Adjusted EBITDA as projected for full-year 2021 is not provided. We do not forecast net income as we cannot, without unreasonable efforts, estimate or predict with certainty the components of net income. These components, net of tax, may include, but are not limited to, impairments of assets and other charges, divesture costs, acquisition costs, or changes in accounting principles. All of these components could significantly impact such financial measures. At this time, we are not able to estimate the aggregate impact, if any, of these items on future period reported earnings. Accordingly, the Company is not able to provide a corresponding GAAP equivalent for Adjusted EBITDA.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description 2.1 Separation and Distribution Agreement, datedJune 25, 2021 , between DTE Energy Company andDT Midstream, Inc. 3.1 Amended and Restated Certificate of Incorporation ofDT Midstream, Inc. , effectiveJuly 1, 2021 3.2 Amended and Restated Bylaws ofDT Midstream, Inc. , effectiveJuly 1, 2021 10.1 Transition Services Agreement, datedJune 25, 2021 , between DTE Energy Company andDT Midstream, Inc. 10.2 Tax Matters Agreement, datedJune 25, 2021 , between DTE Energy Company andDT Midstream, Inc. 10.3 Employee Matters Agreement, datedJune 25, 2021 , between DTE Energy Company andDT Midstream, Inc. 10.4 Form of Change-In-Control Agreement 10.5 Form of Severance Agreement 10.6DT Midstream, Inc. Annual Incentive Plan 99.1 Press Release ofDT Midstream, Inc. , datedJuly 1, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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