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Antero Midstream Corp

For the period ended Jun 5, 2024. Filed Apr 25, 2024.

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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.

Jun 5, 2024 · Filed Apr 25, 2024

AM$18.98-1.0%Stored close · as of Nov 6, 2026
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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 RegistrantFiled by a Party other than the Registrant

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 under §240.14a-12

ANTERO MIDSTREAM CORPORATION

(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

JUNE 5, 2024 8:00 A.M. Mountain Time Antero Principal Executive Offices 1615 Wynkoop Street Denver, CO 80202NOTICE of 2024 Annual Meeting of Shareholders

The 2024 Annual Meeting of Stockholders of Antero Midstream Corporation (“Antero Midstream”) will be held online on Wednesday, June 5, 2024, at 8:00 A.M. Mountain Time. The Annual Meeting is being held for the purposes listed below:

AGENDA

1.Elect the three Class II members of Antero Midstream Corporation’s Board of Directors (the “Board”) named in this Proxy Statement to serve until Antero Midstream’s 2027 Annual Meeting of Stockholders,
2.Ratify the appointment of KPMG LLP as Antero Midstream’s independent registered public accounting firm for the year ending December 31, 2024,
3.Approve, on an advisory basis, the compensation of Antero Midstream’s named executive officers,
4.Approve the Amended and Restated Antero Midstream Corporation Long Term Incentive Plan, and
5.Transact other such business as may properly come before the meeting and any adjournment or postponement thereof.

These proposals are described in the accompanying proxy materials.

RECORD DATE

April 15, 2024

By order of the Board of Directors,

Yvette K. Schultz

Chief Compliance Officer, Senior Vice President—Legal, General Counsel and Corporate Secretary

WHO MAY VOTE:

You will be able to vote at the Annual Meeting only if you were a stockholder of record at the close of business on April 15, 2024, the record date for the Annual Meeting. The Board requests your proxy for the Annual Meeting, which will authorize the individuals named in the proxy to represent you and vote your shares at the Annual Meeting or any adjournment or postponement thereof.

HOW TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS:

Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy solicitation materials electronically, rather than mailing paper copies of these materials to each stockholder. Beginning on April 25, 2024, we will mail to each stockholder a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials, vote, or request paper copies.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5, 2024:

This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”) are available on our website free of charge atwww.anteroresources.comin the “SEC Filings” subsection of the “Investors” section.

YOUR VOTE IS IMPORTANT

Your vote is important. We urge you to review the accompanying Proxy Statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the meeting.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
If you are a registered stockholder as of the record date, you may vote your shares or submit a proxy to have your shares voted by one of the following methods:INTERNET Use the website listed on the Notice of Internet Availability (the “Notice”)BY TELEPHONE Use the toll-free number listed on the NoticeBY MAIL Sign, date and return your proxy card in the provided pre-addressed envelopeDURING THE ANNUAL MEETING Vote online during the Annual Meeting. See page 10 of the Proxy Statement for instructions on how to attend online

Table of Contents

PROXY STATEMENT4
PROXY SUMMARY4
Corporate Responsibility4
Enhanced Corporate Governance7
Executive Compensation Highlights8
Investor Outreach8
Current Directors and Board Nominees9
2024 Annual Meeting of Stockholders10
Cautionary Note Regarding Forward-Looking Statements11
ITEM ONE: ELECTION OF DIRECTORS14
DIRECTORS16
Class I Directors16
Class II Directors18
Class III Directors19
EXECUTIVE OFFICERS21
CORPORATE GOVERNANCE22
Corporate Governance Guidelines22
Director Independence22
Board Leadership Structure23
Election of Lead Director23
How Director Nominees are Selected24
Board’s Role in Risk Oversight25
Board and Committee Self-Evaluations25
Majority Vote Director Resignation Policy26
Meetings26
How to Contact the Board26
Available Governance Materials27
BOARD COMMITTEES27
General27
Audit Committee28
Compensation Committee28
Nominating & Governance Committee29
Conflicts Committee29
Environmental, Social and Governance (ESG) Committee29
COMPENSATION OF DIRECTORS30
General30
Annual Cash Retainers30
Equity-Based Compensation30
Fees31
Stock Ownership Guidelines31
2023 Non-Employee Director Compensation31
ITEM TWO:RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM32
AUDIT MATTERS33
Audit Committee Report33
Audit and Other Fees34

- 2024 Proxy Statement 2

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ITEM THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION35
COMPENSATION DISCUSSION AND ANALYSIS36
2023 Named Executive Officers36
2023 Say-on-Pay Advisory Vote36
Compensation Philosophy and Objectives of Our Compensation Program36
Compensation Best Practices37
Implementing Our Compensation Program Objectives37
Elements of Direct Compensation40
Other Benefits46
2024 Material Compensation Decisions46
Other Matters47
Compensation Committee Report49
EXECUTIVE COMPENSATION TABLES50
Summary Compensation Table50
Grants of Plan-Based Awards for Fiscal Year 202351
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table52
Outstanding Equity Awards at 2023 Fiscal Year-End52
Option Exercises and Stock Vested in Fiscal Year 202354
Pension Benefits54
Nonqualified Deferred Compensation54
Potential Payments Upon Termination or Change in Control55
Chief Executive Officer Pay Ratio57
Pay Versus Performance58
ITEM FOUR: APPROVAL OF AMENDED AND RESTATED ANTERO MIDSTREAM CORPORATION LONG TERM INCENTIVE PLAN61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT72
Beneficial Ownership72
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE74
DELINQUENT SECTION 16(A) REPORTS74
RELATED PERSON TRANSACTIONS74
General74
Agreements with Antero Resources75
Employment80
QUORUM AND VOTING81
Voting Stock81
Quorum81
Stockholder List81
Vote Required81
Default Voting82
Revoking Your Proxy82
Solicitation Expenses82
ADDITIONAL INFORMATION83
Stockholders Sharing an Address83
Stockholder Proposals and Director Nominations for the 2025 Annual Meeting83
APPENDIX A: FORM OF THE AMENDED AND RESTATED ANTERO MIDSTREAM CORPORATION LONG TERM INCENTIVE PLAN85

- 2024 Proxy Statement 3

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.