| Item 5.02 | Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 3, 2024, the board of directors of Kinetik Holdings Inc. (the “Company”) approved, subject to stockholder approval, an amendment and restatement of the Kinetik Holdings Inc. 2019 Omnibus Compensation Plan, as amended from time to time (the “Amended 2019 Plan”). As further described below under Item 5.07 of this Current Report on Form 8-K (this “Report”), the Company’s stockholders approved the Amended 2019 Plan at the Company’s Annual Meeting of Stockholders held on May 20, 2024 (the “Annual Meeting”).
The Amended 2019 Plan increases the number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) available for issuance with respect to awards under the Amended 2019 Plan by 6,500,000 shares. The additional shares of the Company’s Class A Common Stock authorized to be delivered under the Amended 2019 Plan will be registered pursuant to a registration statement on Form S-8.
The summary of the Amended 2019 Plan in this Report does not purport to be a complete description of all provisions of the Amended 2019 Plan and is qualified in its entirety by reference to the full text of the Amended 2019 Plan, which is filed herewith as Exhibit 10.1 and incorporated into this Item 5.02 by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted upon the following four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2024 (the “Proxy Statement”). The final vote results for each proposal were as follows:
Proposal 1: Election of Directors
The stockholders elected each of the eleven nominees listed below to the Company’s board of directors to serve a one-year term beginning upon their election until their respective successors have been duly elected and qualified at the annual meeting of stockholders in 2025.
| | | | | | | | |
| | | For | | Withhold | | Abstain | | Broker Non-Votes |
Deborah L. Byers | | 140,567,111 | | 967,900 | | — | | 5,032,111 |
Elizabeth P. Cordia | | 141,356,380 | | 178,631 | | — | | 5,032,111 |
David I. Foley | | 138,060,782 | | 3,474,229 | | — | | 5,032,111 |
Jesse Krynak | | 141,450,846 | | 84,165 | | — | | 5,032,111 |
Michael Kumar | | 141,495,686 | | 39,325 | | — | | 5,032,111 |
D. Mark Leland | | 140,807,669 | | 727,342 | | — | | 5,032,111 |
Kevin S. McCarthy | | 139,364,305 | | 2,170,706 | | — | | 5,032,111 |
John-Paul Munfa | | 141,358,980 | | 176,031 | | — | | 5,032,111 |
William Ordemann | | 141,493,352 | | 41,659 | | — | | 5,032,111 |
Laura A. Sugg | | 137,189,680 | | 4,345,331 | | — | | 5,032,111 |
Jamie Welch | | 136,413,271 | | 5,121,740 | | — | | 5,032,111 |
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay)
The Company’s stockholders approved, on an advisory non-binding basis, the compensation of the named executive officers of the Company, as disclosed in the Proxy Statement, by the vote indicated below:
| | | | | | |
| For | | Against | | Abstain | | Broker
Non-Votes |
141,041,252 | | 457,508 | | 36,251 | | 5,032,111 |
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