ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 1.01) and one item number tag was inadvertently included in the submission (Item 1.01). Additionally, the Partnership discovered a typographical error in one of the item numbers in the Original Form 8-K. The Original Form 8-K includes disclosure required to Item 1.01, and no disclosures were omitted as a result of the error. The Partnership is amending the Original Form 8-K solely to correct the tagging and typographical errors in the submission.
Item 1.01. Entry Into a Material Definitive Agreement.
In connection with the appointment of Paul J. Korus as a member of the board of directors (the “Board”) of Antero Midstream Partners GP LLC (the “General Partner”), the general partner of Antero Midstream Partners LP (the “Partnership” and together with the General Partner, the “Companies”), the Companies entered into an Indemnification Agreement with Mr.Korus to which the Companies will be required to indemnify Mr.Korus to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Companies and to advance expenses incurred as a result of any proceeding against him to which he could be indemnified.
The foregoing description is qualified in its entirety by reference to the full text of the Indemnification Agreement, the form of which is filed as Exhibit10.1 to this Current Report on Form8-K and incorporated in this Item 1.01 by reference.
Item 1.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January24, 2019, Richard W. Connor notified the Partnership of his intent to resign from the Board effective immediately for personal reasons. The resignation was not the result of any disagreement with the Partnership or any of its affiliates on any matter relating to the Partnership’s operations, policies or practices.
On January28, 2019, Paul J. Korus was appointed to the Board and to serve as chairman of the Board’s Audit Committee. The Board determined that Mr.Korus meets the independence requirements under the rulesof the New York Stock Exchange and the Partnership’s independence standards, and that there are no transactions between the Partnership and Mr.Korus that would require disclosure under Item 404(a)of Regulation S-K. There are no understandings or arrangements between Mr.Korus and any other person to which Mr.Korus was selected to serve as a director of the Board.
Mr.Korus will receive the standard non-employee director compensation for serving on the Board. The specific terms of such compensation are described further in the Partnership’s Annual Report on Form10-K for the year ended December31, 2017 that was filed with the Securities and Exchange Commission on February13, 2018.
In connection with his appointment to the Board, the Companies entered into an Indemnification Agreement with Mr.Korus. The information included in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 1.01 of this Current Report on Form8-K.
Item 1.01 Regulation FD Disclosure.
On January29, 2019, the Partnership issued a press release announcing Mr.Connor’s resignation from, and Mr.Korus’ appointment to, the Board. A copy of the press release is furnished as Exhibit99.1 hereto and is incorporated by reference into this Item 1.01.
The information furnished in this Item 1.01 (including the exhibit) shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 1.01 Financial Statements and Exhibits.
Antero Midstream Partners LP Exhibit
EX-99.1 2 a18-39381_9ex99d1.htm EX-99.1 Exhibit 99.1 Antero Midstream Announces Resignation of Richard W. Connor from and Appointment of Paul J. Korus to the Board of Directors Denver,…
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About ANTERO MIDSTREAM PARTNERS LP (NYSE:AM)
Antero Midstream Partners LP is a limited partnership formed by Antero Resources Corporation (Antero) to own, operate and develop midstream energy assets to service Antero’s production. The Company operates in two segments: gathering and compression, and water handling and treatment. The gathering and compression segment includes a network of gathering pipelines and compressor stations that collect natural gas, natural gas liquids (NGLs) and oil from Antero’s wells in the Marcellus Shale in West Virginia and the Utica Shale in Ohio. Its water handling and treatment segment includes over two independent fresh water distribution systems that source and deliver fresh water from the Ohio River, regional waterways, and waste water services for well completion operations. These fresh water systems consist of permanent buried pipelines, surface pipelines and fresh water storage facilitates, as well as pumping stations and impoundments to transport the fresh water throughout the pipelines.