Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 29, 2024, Summit Midstream Corporation, a Delaware corporation (the "Company"), held a virtual special meeting of its stockholders via live audio webcast (the "Special Meeting"). As of the close of business on October 24, 2024, the record date for the Special Meeting, there were 10,645,889 shares of the Company's common stock, par value $0.01 per share (the "Common Stock") outstanding. A total of 8,172,057 shares of Common Stock, or approximately 76.7% of the voting power of the shares of Common Stock entitled to vote at the Special Meeting, were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business.
A summary of the matters voted upon at the Special Meeting and the voting results for each such matter are presented below. The proposals related to each such matter are described in greater detail in the Definitive Proxy Statement filed by the Company with the Securities and Exchange Commission on October 31, 2024.
Proposal 1 - The Issuance Proposal
To approve for purposes of complying with Section 312.03 of the New York Stock Exchange Listed Company Manual the issuance of up to 7,471,008 shares of the Company's Class B common stock, par value $0.01 per share (the "Class B Common Stock"), together with up to 7,471,008 common units representing limited partner interests (the "Common Units") of Summit Midstream Partners, LP, a Delaware limited partnership (the "Partnership"), to Tall Oak Midstream Holdings, LLC, a Delaware limited liability company ("Tall Oak") and its designees, and the potential issuance of the underlying shares of Company Common Stock upon the redemption and exchange of the Class B Common Stock and Common Units pursuant to the Business Contribution Agreement, dated as of October 1, 2024, by and among the Company, the Partnership and Tall Oak (the "Issuance Proposal").
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
|
8,154,391
|
5,209
|
12,457
|
-
|
Proposal 2 - The Adjournment Proposal
To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Issuance Proposal (the "Adjournment Proposal").
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTES
|
8,016,331
|
150,216
|
5,510
|
-
|