DT Midstream, Inc.
For the period ended May 6, 2025. Filed Mar 27, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2025 · Filed Mar 27, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| ☒ | Filed by the Registrant |
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| ☐ | Filed by a Party other than the Registrant |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
DT MIDSTREAM, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
DT Midstream, Inc.
500 Woodward Ave, Suite 2900
Detroit, Michigan 48226-1279
Dear Stockholder:
You are invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of DT Midstream, Inc. (“DT Midstream”, the “Company”, “DTM”, “we” or “our”), which will be held on May 6, 2025 at 10:00 a.m., Eastern Time as a virtual meeting. You will be able to attend the meeting, vote and submit your questions via the Internet by visiting www.proxyvote.com and entering the control number included on your proxy card. You will not be able to attend the virtual Annual Meeting in person.
We are proud of our achievements in 2024, which include:
| • | Acquiring a portfolio of FERC-regulated natural gas transmission pipelines; |
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| • | Having our credit rating upgraded to investment-grade by Fitch Ratings and our outlook upgraded to positive by both S&P Global Ratings and Moody’s Investors Service; and |
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| • | Placing the Haynesville System (LEAP) Phase 3 expansion project in-service ahead of schedule and on budget and reaching a final investment decision on the Phase 4 expansion project. |
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Attached to this letter are a Notice of Annual Meeting of Stockholders and proxy statement, which describe the business to be conducted at the Annual Meeting.
YOUR VOTE IS IMPORTANT TO US. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your vote via the Internet, telephone or mail.
On behalf of the Board of Directors and management, I would like to express our appreciation for your continued support.
Very truly yours,
| David SlaterPresident and Chief Executive Officer | Stephen Baker Lead Independent Director |
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Notice of Annual Meeting of Stockholders of DT Midstream, Inc.
| Date and Time: May 6, 2025 | Time: 10:00 a.m., Eastern Time | Place: Online at www.virtualshareholdermeeting.com/DTM2025 |
The Annual Meeting will be held as a virtual meeting via live webcast on the Internet. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting in person. You will be able to attend the Annual Meeting, vote and submit your questions on the day of the meeting via the Internet by visiting www.virtualshareholdermeeting.com/DTM2025 and entering the control number included on your proxy card.
Items of Business:
| • | To elect seven directors from the nominees described in the proxy statement; |
| • | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ending December 31, 2025; |
| • | To approve, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers; |
| • | To approve a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to eliminate the prohibition on the ability of the Company’s stockholders to call a special meeting of stockholders, and, in accordance with certain amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), grant stockholders owning not less than 25% of the voting power of all outstanding shares of the Company’s common stock the ability to request a special meeting of stockholders (the “Stockholder Rights Proposal”); |
| • | To vote on a stockholder proposal, if properly presented at the Annual Meeting; and |
| • | To transact other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof. |
Record Date:
The Board of Directors set March 12, 2025 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.
Voting:
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card or voting instruction card if you requested paper proxy materials. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Our annual report on Form 10-K for the year ended December 31, 2024 and the 2025 Proxy Statement are available free of charge at: www.proxyvote.com.
By order of the Board of Directors,
Wendy Ellis
Executive Vice President, General Counsel and Corporate Secretary
You may contact the Company’s proxy solicitor for additional information at:
Sodali LLC
333 Ludlow Street, 5 th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: DTM.info@investor.sodali.com
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