UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2024 (May 10, 2024)
Commission File Number: 1-40392
DT Midstream, Inc.
| Delaware | 38-2663964 |
(State or other jurisdiction of
incorporation or organization) | (I.R.S Employer
Identification No.) |
Registrant's address of principal executive offices: 500 Woodward Ave., Suite 2900, Detroit, Michigan 48226-1279
Registrant’s telephone number, including area code: (313) 402-8532
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Exchange on which Registered |
| Common stock, par value $0.01 | | DTM | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | The Annual Meeting was held on May 10, 2024. |
| (b) | At the Annual Meeting: |
| (i) | The director nominees named in the Proxy, Angela Archon, Stephen Baker, Elaine Pickle, Robert Skaggs, Jr., David Slater, Peter Tumminello and Dwayne Wilson, were each elected to the Board of Directors of the Company for a one-year term expiring in 2025, with the votes shown: |
| | Total Votes For Each Director | Total Votes Withheld
From Each Director | Broker Non-Votes |
| Angela Archon | 67,939,687 | 7,862,426 | 9,802,452 |
| Stephen Baker | 72,809,733 | 2,992,380 | 9,802,452 |
| Elaine Pickle | 75,274,854 | 527,259 | 9,802,452 |
| Robert Skaggs, Jr. | 74,358,009 | 1,444,104 | 9,802,452 |
| David Slater | 75,498,246 | 303,867 | 9,802,452 |
| Peter Tumminello | 75,289,912 | 512,201 | 9,802,452 |
| Dwayne Wilson | 68,349,306 | 7,452,807 | 9,802,452 |
| (ii) | Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, with the votes shown: |
| For | Against | Abstentions | Broker Non-Votes |
| 85,284,220 | 178,950 | 141,395 | - |
| (iii) | Stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers, with the votes shown: |
| For | Against | Abstentions | Broker Non-Votes |
| 71,371,003 | 4,091,886 | 339,224 | 9,802,452 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 13, 2024
DT MIDSTREAM, INC. (Registrant) |
| by |
| | /s/ Wendy Ellis |
| | Name: | Wendy Ellis |
| | Title: | General Counsel and Corporate Secretary |
