AGM 2020

Jun 17, 2020

Good day, and welcome to the Antero Midstream Corporation twenty twenty Annual Meeting of Stockholders. I would now like to turn the conference over to Yvette Schultz. Please go ahead. Good morning, ladies and gentlemen. It is now 08:00 Mountain Time. And in accordance with the notice of the Annual Meeting, I call the Antero Midstream Corporation twenty twenty Annual Meeting of Stockholders to order. I'm Yvette Schultz, General Counsel and Vice President of Legal and have been appointed by Mr. Paul Rady, Chairman of the Board of Directors to preside at today's meeting and act as Secretary of the meeting. We also have other members of our Board of Directors participating today as well as members of our management and representatives from KPMG LLP, our independent registered public accounting firm as well as Scott Rubinsky of Benson and Elkins, our outside counsel. On behalf of the Board of Directors, I welcome you to the twenty twenty Annual Meeting. Before we begin the business of the meeting, please note that immediately prior to the opening of the polls, we will be answering questions with respect to the proposals being considered at today's meeting. You may submit a question at any time by typing your question into the text box on the meeting page and when ready submitting it. Out of consideration for others, please limit yourself to one question. Though we may not be able to address every question, we will do our best to answer as many as possible. If we are unable to address your question during today's meeting, we encourage you to contact Michael Kennedy, Chief Financial Officer and Senior Vice President of Finance at (303) 357-7310 or mkennedyanteroresources dot com after the meeting. Please note that this meeting is being recorded. However, no one attending is permitted to use any audio recording device. I have appointed a representative from Broadridge Financial Solutions to act as the Inspector of Election for the meeting. The Inspector of Election has taken the oath of office, which I have directed to be filed with the company's records. There are a few formalities to cover before we get into the business of this meeting. I will now report on the record date, listing of stockholders, notice, quorum and matters to be considered at today's annual meeting. 04/22/2020, was set by resolution of the Board of Directors as the record date for today's annual meeting. All stockholders of record or their proxy holders at the close of business on 04/22/2020 are entitled to vote at the annual meeting. We have available for your inspection a listing of stockholders as of the record date on the meeting page. A duplicate listing was available for inspection by stockholders upon request during the last ten days in accordance with the instructions on our website. Notice of this meeting was duly given in accordance with the company's bylaws and Delaware law. We received an affidavit from Broadridge Financial Services certifying that the notice of the annual meeting and proxy statement were sent to all stockholders beginning on 04/27/2020. The affidavit is available for inspection by any stockholder upon request and will be filed with the company's records. As set forth in the agenda and the notice of the annual meeting, the matters to be considered at today's annual meeting are the election of three Class one directors to serve until the company's twenty twenty three Annual Meeting of Stockholders the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending 12/31/2020 the approval on an advisory basis of the compensation of the company's named executive officers and approval on an advisory basis of the frequency of future advisory votes on the compensation of the company's named executive officers. Each of the matters to be considered today is described in the proxy statement, which was made available as described in the notice of annual meeting. The proxy statement has been filed with the Securities and Exchange Commission and can be found on the SEC's website and our website. I have determined and hereby advised that a quorum is present. Legal notice having been given, this meeting is now convened and open for the transaction of business. We will now have the presentation for the court proposals addressed in the proxy statement as specified on today's agenda. After these have been formally presented to the meeting, we will have a period for questions and a presentation of any statements in opposition or support. The first proposal is the election of Class I directors for a three year term. The Board's nominees for election are W. Howard Keenan, Jr, Peter A. D, and Janine J. McCartle. The second proposal is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the one year ending 12/31/2020. The appointment of KPMG is discussed in the proxy statement. The third proposal is to approve the compensation of the company's named executive officers. This proposal is a nonbinding stockholder advisory vote. The company's executive compensation is also discussed in the proxy statement. The fourth proposal is to approve the frequency of future advisory votes on the compensation of the company's named executive officers. This proposal is a nonbinding stockholder advisory vote. If any stockholder has a question regarding any of the proposals and has not already done so, please submit your questions through the web portal. Michael Kennedy, our Chief Financial Officer and Senior Vice President of Finance, will now address the questions that we have received. Thanks, Yvette. I'd also like to thank the shareholders for their participation today and the continued support of Antero Midstream. We have received a couple of questions. The first question relates to governance matters. The question reads, what is the company doing to respond to the increased stockholder focus on environmental, social and governance issues? While we've made significant strides with respect to governance, our most significant event in 2019 was the closing of the simplification transaction where we converted to C Corp. Now our stockholders have enhanced governance rights, including the ability to elect directors as well as enhanced fiduciary duties as compared to a master limited partnership. In addition, we also made strides related to our environment, sustainability and social governance issues, including forming an ESG committee. This committee provides guidance to the Board of Directors on matters related to ESG issues. Issues. The second question we received relates to our auditors. The question is, what consideration did you give to changing KPMG as your outside auditing firm? While on an ongoing basis, the company and the Audit Committee of the Board regularly discuss and evaluate the performance of KPMG. What we primarily consider is the quality of the services and feedback provided. Additionally, we evaluate the proposed annual audit fees to ensure they're appropriate for our business and are reasonable compared to our peers. We did that in 2019 and concluded that it was appropriate for KPMG to continue as our auditor. That's all the time we have for questions today. If there are further questions, please feel free to reach out to the company. Thank you, Mike. Having addressed the questions received that are in respect of the proposals being considered at today's meeting, I now declare the polls open for voting. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. Now that everyone has had an opportunity to vote, this concludes the matters to be considered and voted upon at today's meeting. It is now 08:08AM Mountain Time, and I declare the polls closed. The Inspector of Elections will count the votes. I've been advised by the Inspector of Election that based on a preliminary tabulation of the votes, more than a majority of the votes cast online or by proxy by the holders of common stock voted in favor of each of the company's nominees for Class one member of the company's Board of Directors to serve until the company's twenty twenty three Annual Meeting of Stockholders ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending 12/31/2020 the compensation of the company's named executive officers as disclosed in the proxy statement and holding a stockholder advisory vote on the compensation of the company's named executive officers every year. The final voting results will be tallied by the Inspector of Election and subsequently announced in accordance with the requirements of the Securities and Exchange Commission. I am aware of no other business that should be brought before this meeting. This concludes the Antero twenty twenty Annual Meeting of Stockholders. On behalf of the Board of Directors and employees of Antero Midstream Corporation, I want to thank you for attending today's meeting. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.