ARCHROCK,INC. (NYSE:AROC) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
-
0

ARCHROCK,INC. (NYSE:AROC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2018 Annual Meeting of Stockholders of Archrock,Inc. (the “Company”) was held on April25, 2018 (the “Annual Meeting”). At the Annual Meeting, the following matters, set forth in the Company’s joint proxy statement/prospectus filed with the Securities and Exchange Commission on March21, 2018, were voted upon with the results indicated below.

Proposal 1: Election of Directors

The Company’s stockholders elected the following directors to serve until the next annual meeting of the Company’s stockholders or until their successors are duly elected and qualified. The following are the tabulated votes “For” and “Withheld” with respect to each director nominee, as well as the number of “Broker Non-Votes”:

Directors

VotesFor

VotesWithheld

BrokerNon-Votes

Anne-Marie N. Ainsworth

56,850,210

908,076

4,986,995

Wendell R. Brooks

57,261,749

496,537

4,986,995

D. Bradley Childers

56,610,148

1,148,138

4,986,995

Gordon T. Hall

56,371,190

1,387,096

4,986,995

Frances Powell Hawes

57,180,370

577,916

4,986,995

J.W.G. Honeybourne

56,416,629

1,341,657

4,986,995

James H. Lytal

57,197,372

560,914

4,986,995

Mark A. McCollum

57,265,122

493,164

4,986,995

Proposal 2: Stock Issuance Proposal

The Company’s stockholders approved the issuance of shares of the Company’s common stock, par value $0.01 per share, to that certain Agreement and Plan of Merger, dated as of January1, 2018, as amended by Amendment No.1 thereto, dated as of January11, 2018, by and among the Company, Archrock Partners, L.P. (the “Partnership”), Amethyst Merger Sub LLC, Archrock General Partner, L.P. and Archrock GP LLC (the “Stock Issuance Proposal”). The following are the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions” and “Broker Non-Votes”:

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

57,419,770

62,511

276,005

4,986,995

Proposal 3: Ratification Proposal

The Company’s stockholders ratified the appointment of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018. The following are the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions”:

VotesFor

VotesAgainst

Abstentions

60,975,772

1,742,029

27,480

Proposal 4: Advisory Compensation Proposal

The Company’s stockholders approved, by a non-binding advisory vote, the compensation provided to the Company’s Named Executive Officers for 2017. The following are the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions” and “Broker Non-Votes”:

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

54,473,938

3,248,430

35,918

4,986,995

Proposal 5: Adjournment of the Annual Meeting

Because the Company’s stockholders approved the Stock Issuance Proposal, the vote on the adjournment of the Annual Meeting was not called.

Item 8.01 Other Events.

On April25, 2018, the Company and the Partnership issued a joint press release announcing the results of the Annual Meeting, the special meeting of the Partnership’s unitholders and the expected closing date of the merger. A copy of the press release is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number

Description

99.1

Press Release dated April25, 2018.


Archrock, Inc. Exhibit
EX-99.1 2 a18-12182_1ex99d1.htm EX-99.1 Exhibit 99.1     For information,…
To view the full exhibit click here

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.