UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders of Archrock, Inc., a Delaware corporation (the “Company”), was held on April 25, 2024 (the “Annual Meeting”). At the Annual Meeting, the following matters, set forth in our proxy statement filed with the Securities and Exchange Commission on March 12, 2024, were voted upon with the results indicated below.
Proposal 1: Election of Directors
Our stockholders elected the following directors to serve until the next annual meeting of our stockholders or until their successors are duly elected and qualified.
| Directors | Votes For | Votes Withheld | Broker Non-Votes | |||
| Anne-Marie N. Ainsworth | 122,990,340 | 14,114,486 | 9,488,093 | |||
| D. Bradley Childers | 129,341,820 | 7,763,006 | 9,488,093 | |||
| Gordon T. Hall | 125,071,017 | 12,033,809 | 9,488,093 | |||
| Frances Powell Hawes | 123,286,650 | 13,818,176 | 9,488,093 | |||
| J.W.G. “Will” Honeybourne | 123,834,451 | 13,270,375 | 9,488,093 | |||
| James H. Lytal | 133,267,558 | 3,837,268 | 9,488,093 | |||
| Leonard W. Mallett | 136,392,267 | 712,559 | 9,488,093 | |||
| Jason C. Rebrook | 129,347,467 | 7,757,359 | 9,488,093 | |||
| Edmund P. Segner, III | 133,724,672 | 3,380,154 | 9,488,093 |
Proposal 2: Ratification of Independent Registered Public Accounting Firm
Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 138,083,278 | 8,397,934 | 111,707 | - |
Proposal 3: Advisory Vote on Executive Compensation
Our stockholders approved, by a non-binding advisory vote, the compensation provided to our Named Executive Officers for 2023, as disclosed in our proxy statement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 119,915,071 | 16,465,758 | 723,997 | 9,488,093 |
Item 8.01 Other Events.
On April 26, 2024, the Company announced that its Board of Directors (the “Board”) approved an extension of the Company’s share repurchase program (the “Share Repurchase Program”) upon expiry of the previous authorization on April 27, 2024, for an additional 24-month period. In connection with the extension, the Board replenished the amount of shares authorized for repurchase under the Share Repurchase Program, resulting in available capacity of $50 million.
A copy of the press release announcing the extension of the Share Repurchase Program is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release of Archrock, Inc. dated April 26, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| ARCHROCK, INC. | ||
| By: | /s/ Stephanie C. Hildebrandt | |
| Stephanie C. Hildebrandt | ||
| Senior Vice President, General Counsel and Secretary | ||
| April 29, 2024 | ||