Antero Midstream Corp
For the period ended Jun 3, 2026. Filed Apr 23, 2026.
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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 3, 2026 · Filed Apr 23, 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 Registrant | Filed 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 3, 2026 8:00 A.M. Mountain Time Antero Principal Executive Offices 1615 Wynkoop Street Denver, CO 80202 | NOTICE of 2026 Annual Meeting of Shareholders |
|---|
The 2026 Annual Meeting of Stockholders of Antero Midstream Corporation (“Antero Midstream” or “the Company”) will be held online on Wednesday, June 3, 2026, at 8:00 A.M. Mountain Time. The Annual Meeting is being held for the purposes listed below:
AGENDA
| 1. | Elect the three Class I members of Antero Midstream’s Board of Directors (the “Board”) named in this Proxy Statement to serve until Antero Midstream’s 2029 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, 2026, |
| 3. | Approve, on an advisory basis, the compensation of Antero Midstream’s named executive officers, |
| 4. | Approve, on an advisory basis, the frequency of future advisory votes on the compensation of Antero Midstream’s named executive officers, 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 13, 2026
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 13, 2026, 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 23, 2026, 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 3, 2026:
This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (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 Notice | BY MAIL Sign, date and return your proxy card in the provided pre-addressed envelope | DURING THE ANNUAL MEETING Vote online during the Annual Meeting. See page 11 of the Proxy Statement for instructions on how to attend online |
Table of Contents
| PROXY STATEMENT | 4 |
|---|---|
| PROXY SUMMARY | 4 |
| Executive Compensation Highlights | 4 |
| Successful Implementation of Succession Plan | 4 |
| Investor Outreach | 5 |
| Enhanced Corporate Governance | 5 |
| Corporate Responsibility | 5 |
| Current Directors and Board Nominees | 9 |
| 2026 Annual Meeting of Stockholders | 10 |
| Cautionary Note Regarding Forward-Looking Statements | 11 |
| ITEM ONE: ELECTION OF DIRECTORS | 13 |
| Summary of Director Qualifications and Experience | 14 |
| DIRECTORS | 15 |
| Class I Directors | 15 |
| Class II Directors | 17 |
| Class III Directors | 19 |
| EXECUTIVE OFFICERS | 21 |
| CORPORATE GOVERNANCE | 22 |
| Corporate Governance Guidelines | 22 |
| Director Independence | 22 |
| Board Leadership Structure | 23 |
| How Director Nominees are Selected | 23 |
| Board’s Role in Risk Oversight | 24 |
| Board and Committee Self-Evaluations | 24 |
| Majority Vote Director Resignation Policy | 25 |
| Meetings | 25 |
| How to Contact the Board | 25 |
| Available Governance Materials | 26 |
| BOARD COMMITTEES | 26 |
| General | 26 |
| Audit Committee | 27 |
| Compensation Committee | 27 |
| Nominating & Governance Committee | 28 |
| Conflicts Committee | 28 |
| Environmental and Safety Committee | 28 |
| COMPENSATION OF DIRECTORS | 29 |
| General | 29 |
| Annual Cash Retainers | 29 |
| Equity-Based Compensation | 29 |
| Fees | 30 |
| Stock Ownership Guidelines | 30 |
| 2025 Non-Employee Director Compensation | 30 |
| Changes Following Fiscal Year End | 30 |
| ITEM TWO: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 31 |
| AUDIT MATTERS | 32 |
| Audit Committee Report | 32 |
| Audit and Other Fees | 33 |
- 2026 Proxy Statement 2
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| ITEM THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 34 |
|---|---|
| ITEM FOUR: ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 35 |
| COMPENSATION DISCUSSION AND ANALYSIS | 36 |
| 2025 Named Executive Officers | 36 |
| 2025 Say-on-Pay Advisory Vote | 36 |
| Compensation Philosophy and Objectives of Our Compensation Program | 36 |
| Compensation Best Practices | 37 |
| Implementing Our Compensation Program Objectives | 37 |
| Elements of Direct Compensation | 40 |
| Other Benefits | 46 |
| Policies and Agreements with our Named Executive Officers | 46 |
| 2026 Material Compensation Decisions | 47 |
| Other Matters | 48 |
| Compensation Committee Report | 51 |
| EXECUTIVE COMPENSATION TABLES | 52 |
| Summary Compensation Table | 52 |
| Grants of Plan-Based Awards for Fiscal Year 2025 | 53 |
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 54 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 54 |
| Option Exercises and Stock Vested in Fiscal Year 2025 | 56 |
| Pension Benefits | 56 |
| Nonqualified Deferred Compensation | 56 |
| Potential Payments Upon Termination or Change in Control | 57 |
| Chief Executive Officer Pay Ratio | 61 |
| Pay Versus Performance | 62 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 66 |
| Beneficial Ownership | 66 |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 67 |
| RELATED PERSON TRANSACTIONS | 67 |
| General | 67 |
| Agreements with Antero Resources | 68 |
| Employment | 73 |
| QUORUM AND VOTING | 74 |
| Voting Stock | 74 |
| Quorum | 74 |
| Stockholder List | 74 |
| Vote Required | 74 |
| Default Voting | 75 |
| Revoking Your Proxy | 75 |
| Solicitation Expenses | 75 |
| ADDITIONAL INFORMATION | 76 |
| Stockholders Sharing an Address | 76 |
| Stockholder Proposals and Director Nominations for the 2027 Annual Meeting | 76 |
- 2026 Proxy Statement 3
Back to Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.