ARCHROCK,INC. (NYSE:AROC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ARCHROCK,INC. (NYSE:AROC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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On July24, 2018, Mark A. McCollum notified Archrock,Inc. (the “Company”) of his resignation from the board of directors of the Company (the “Board”) and as a member of the Board’s Audit Committee on such date. Mr.McCollum informed the Board that his resignation was due to his obligations as president and chief executive officer of Weatherford International plc and not due to any disagreement with the Company or any matter relating to its operations, policies or practices.

In addition, on July25, 2018, Edmund P. Segner,III was appointed to the Board to fill the vacancy resulting from Mr.McCollum’s resignation. The Board has determined that Mr.Segner meets the independence requirements under the rulesof the New York Stock Exchange and the Company’s independence standards. Mr.Segner will also serve as a member of the Board’s Audit Committee. Mr.Segner’s addition to the Board is effective as of July25, 2018.

Mr.Segner, 64, previously served as a director of Archrock GP LLC, the managing general partner of Archrock Partners, L.P. (“APLP”), from 2009 until APLP’s merger with a wholly-owned subsidiary of the Company in April2018. Mr.Segner is a Professor in the Practice of Engineering Management in the Department of Civil and Environmental Engineering at Rice University (Houston). Mr.Segner retired from EOG Resources,Inc. (a publicly traded independent oil and gas exploration and production company) in 2008, having served as president, chief of staff and director from 1999 to 2007 and as principal financial officer from 2003 to 2007. He currently serves as director, chairman of the reserves and environment, health and safety committee and member of the audit and compensation committees of HighPoint Resources Corporation (a company engaged in exploration and development of natural gas and oil reserves in the Rocky Mountain region of the U.S.) and as lead director, audit committee chair and member of the nominating and governance committee of Laredo Petroleum,Inc. (a company focused on the exploration, development and acquisition of oil and natural gas properties in the Permian region of the U.S.).

There are no family relationships between Mr.Segner and any director or other executive officer of the Company nor are there any transactions between Mr.Segner 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 rulesof the United States Securities and Exchange Commission (the “Commission”). Further, there is no arrangement or understanding between Mr.Segner and any other persons or entities to which Mr.Segner was appointed as a director of the Company.

Upon his appointment to the Board, Mr.Segner became entitled to a pro-rated portion of 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 March21, 2018.

Item 7.01Regulation FD Disclosure.

A press release dated July25, 2018, announcing the resignation of Mr.McCollum and the appointment of Mr.Segner as a director is filed as Exhibit99.1 to this report.

The information furnished to this Item 7.01, including Exhibit99.1, shall not be deemed to be “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are furnished as part of this report:

Exhibit

No.

Description

99.1

Company press release dated July25, 2018.


Archrock, Inc. Exhibit
EX-99.1 2 a18-17760_1ex99d1.htm EX-99.1 Exhibit 99.1   ARCHROCK ANNOUNCES CHANGES TO BOARD OF DIRECTORS   HOUSTON,…
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About ARCHROCK,INC. (NYSE:AROC)

Archrock, Inc., formerly Exterran Holdings, Inc., is a natural gas contract operations services company. The Company also provides natural gas compression services to customers in the oil and natural gas industry throughout the United States and supplies aftermarket services to customers that own compression equipment in the United States. The Company’s segments include contract operations and aftermarket services. The contract operations segment primarily provides natural gas compression services to meet specific customer requirements. The aftermarket services segment sells parts and components, and provides operation, maintenance, overhaul and reconfiguration services to customers having compression and oilfield power generation equipment. The Company also has equity interest in Archrock Partners, L.P. (the Partnership), a master limited partnership that provides natural gas contract operations services to customers throughout the United States.

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