Item 5.07
Submission of Matters to a Vote of Security Holders.
A special meeting (the AMGP Special Meeting) of holders of common shares (AMGP Shareholders) of Antero Midstream GP LP (AMGP) was held on March 8, 2019 at 9:00 AM, local time, at 1615 Wynkoop Street, Denver, Colorado 80202, to consider and vote on proposals to approve (i) the conversion of AMGP from a limited partnership to a corporation under the laws of the State of Delaware, to be named Antero Midstream Corporation (New AM), including a certificate of conversion and a certificate of incorporation (the Conversion Proposal), (ii) the Simplification Agreement, dated as of October 9, 2018, by and among AMGP, Antero Midstream Partners LP, a Delaware limited partnership (Antero Midstream), and certain of their affiliates, as may be amended from time to time (the Simplification Agreement), the merger of an indirect, wholly owned subsidiary of New AM with and into Antero Midstream (the Merger), with Antero Midstream surviving such Merger as an indirect, wholly owned subsidiary of New AM and the other transactions contemplated in the Simplification Agreement, including the exchange of the Series B Units (the Series B Units) representing limited liability company interests of Antero IDR Holdings LLC, a partially owned subsidiary of AMGP and the holder of all of Antero Midstreams incentive distribution rights, for approximately 17.35 million shares of common stock of New AM (the AMGP Transaction Proposal), (iii) the adoption of a New AM omnibus equity incentive plan (the LTIP Proposal) and (iv) the issuance of common stock of New AM to unitholders of Antero Midstream and holders of the Series B Units pursuant to the Simplification Agreement (the Issuance Proposal). The proposals are described in detail in the joint proxy statement/prospectus included in New AMs registration statement on Form S-4 (Registration No. 333-228156), which became effective on January 31, 2019.
The Simplification Agreement set forth the votes required for the approval of each of the proposals described above. Approval of the Conversion Proposal required the affirmative vote of holders of a majority of the outstanding AMGP common shares. Approval of the AMGP Transaction Proposal required the affirmative vote of holders of a majority of the outstanding AMGP common shares held by the AMGP Shareholders other than AMGPs general partner and its affiliates (the Disinterested AMGP Shareholders). Approval of both the LTIP Proposal and the Issuance Proposal required the affirmative vote of holders of a majority of the AMGP common shares voted on such proposals at the AMGP Special Meeting.
As of the close of business on January 11, 2019, the record date for the AMGP Special Meeting, there were a total of 186,235,845 AMGP common shares outstanding, all of which were entitled to vote at the AMGP Special Meeting except, for purposes of the AMGP Transaction Proposal, there were a total of 77,956,216 AMGP common shares held by Disinterested AMGP Shareholders, all of which were entitled to vote on such proposal. At the AMGP Special Meeting, holders of 171,298,221 AMGP common shares were present or represented by proxy, constituting a quorum. A summary of the voting results for the proposals is set forth below:
Proposal 1: Conversion Proposal
AMGP Shareholders approved the Conversion Proposal. The following are the tabulated votes For and Against this proposal, as well as the number of Abstentions:
FOR
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AGAINST
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ABSTENTIONS
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BROKER NON-VOTES
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170,693,261
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523,209
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80,751
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1,000
|
Proposal 2: AMGP Transaction Proposal
Disinterested AMGP Shareholders approved the AMGP Transaction Proposal. The following are the tabulated votes For and Against this proposal, as well as the number of Abstentions:
FOR
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AGAINST
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ABSTENTIONS
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BROKER NON-VOTES
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62,415,516
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521,408
|
|
80,668
|
|
1,000
|
Proposal 3: LTIP Proposal
AMGP Shareholders approved the LTIP Proposal. The following are the tabulated votes For and Against this proposal, as well as the number of Abstentions:
2