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Antero Midstream Corp

For the period ended Jun 4, 2025. Filed Apr 24, 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.

Jun 4, 2025 · Filed Apr 24, 2025

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 4, 2025 8:00 A.M. Mountain Time Antero Principal Executive Offices 1615 Wynkoop Street Denver, CO 80202NOTICE of 2025 Annual Meeting of Shareholders

The 2025 Annual Meeting of Stockholders of Antero Midstream Corporation (“Antero Midstream”) will be held online on Wednesday, June 4, 2025, at 8:00 A.M. Mountain Time. The Annual Meeting is being held for the purposes listed below:

AGENDA

1.Elect the three Class III members of Antero Midstream Corporation’s Board of Directors (the “Board”) named in this Proxy Statement to serve until Antero Midstream’s 2028 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, 2025,
3.Approve, on an advisory basis, the compensation of Antero Midstream’s named executive officers, and
4.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 14, 2025

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 14, 2025, 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 24, 2025, 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 4, 2025:

This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (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
Executive Compensation Highlights4
Investor Outreach4
Enhanced Corporate Governance4
Corporate Responsibility5
Current Directors and Board Nominees9
2025 Annual Meeting of Stockholders10
Cautionary Note Regarding Forward-Looking Statements11
ITEM ONE: ELECTION OF DIRECTORS14
DIRECTORS16
Class I Directors16
Class II Directors18
Class III Directors20
EXECUTIVE OFFICERS22
CORPORATE GOVERNANCE23
Corporate Governance Guidelines23
Director Independence23
Board Leadership Structure24
Election of Lead Director24
How Director Nominees are Selected25
Board’s Role in Risk Oversight26
Board and Committee Self-Evaluations26
Majority Vote Director Resignation Policy27
Meetings27
How to Contact the Board27
Available Governance Materials28
BOARD COMMITTEES28
General28
Audit Committee29
Compensation Committee29
Nominating & Governance Committee30
Conflicts Committee30
Environmental, Social and Governance (ESG) Committee30
COMPENSATION OF DIRECTORS31
General31
Annual Cash Retainers31
Equity-Based Compensation31
Fees32
Stock Ownership Guidelines32
2024 Non-Employee Director Compensation32
ITEM TWO: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM33
AUDIT MATTERS34
Audit Committee Report34
Audit and Other Fees35

- 2025 Proxy Statement 2

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ITEM THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION36
COMPENSATION DISCUSSION AND ANALYSIS37
2024 Named Executive Officers37
2024 Say-on-Pay Advisory Vote37
Compensation Philosophy and Objectives of Our Compensation Program37
Compensation Best Practices38
Implementing Our Compensation Program Objectives38
Elements of Direct Compensation41
Other Benefits47
2025 Material Compensation Decisions47
Other Matters48
Compensation Committee Report51
EXECUTIVE COMPENSATION TABLES52
Summary Compensation Table52
Grants of Plan-Based Awards for Fiscal Year 202453
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table54
Outstanding Equity Awards at 2024 Fiscal Year-End54
Option Exercises and Stock Vested in Fiscal Year 202456
Pension Benefits56
Nonqualified Deferred Compensation56
Potential Payments Upon Termination or Change in Control57
Chief Executive Officer Pay Ratio59
Pay Versus Performance60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT63
Beneficial Ownership63
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE64
DELINQUENT SECTION 16(A) REPORTS64
RELATED PERSON TRANSACTIONS64
General64
Agreements with Antero Resources65
Employment70
QUORUM AND VOTING71
Voting Stock71
Quorum71
Stockholder List71
Vote Required71
Default Voting72
Revoking Your Proxy72
Solicitation Expenses72
ADDITIONAL INFORMATION73
Stockholders Sharing an Address73
Stockholder Proposals and Director Nominations for the 2026 Annual Meeting73

- 2025 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.