UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2022
Commission File Number: 1-40392
DT Midstream, Inc.
| Delaware | 38-2663964 |
(State or other jurisdiction of
incorporation or organization) | (I.R.S Employer
Identification No.) |
Registrant’s address of principal executive offices: 500 Woodward Ave., Suite 2900, Detroit, Michigan 48226-1279
Registrant’s telephone number, including area code: (313) 402-8532
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Exchange on which Registered |
| Common stock, par value $0.01 | | DTM | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.05. | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
On August 2, 2022, the Board of Directors of DT Midstream amended the DT Midstream Governance Guidelines, Code of Business Conduct and Ethics for Directors and Officer Code of Business Conduct and Ethics to include an anti-hedging policy that generally prohibits directors and officers from engaging in transactions that hedge or offset a decrease in the market value of DT Midstream securities. Additionally, the Board of Directors of DT Midstream amended the Code of Business Conduct and Ethics for Directors to include an anti-pledging policy that generally prohibits directors from pledging, hypothecating, or otherwise encumbering shares of DT Midstream stock as collateral for any loan or indebtedness. The Governance Guidelines and Code of Business Conduct and Ethics for Directors, as amended, are filed on the Company’s website at www.dtmidstream.com.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 5, 2022
| | DT MIDSTREAM, INC. (Registrant) |
| | by |
| | | /s/ Jeffrey Jewell |
| | | Name: Jeffrey Jewell |
| | | Title: Chief Financial Officer |
