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): July 27, 2023
Commission File Number 001-33666
ARCHROCK, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 74-3204509 |
(State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
9807 Katy Freeway, Suite 100, Houston, TX 77024
(Address of principal executive offices, zip code)
(281) 836-8000
Registrant’s telephone number, including area code
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 |
| Name of exchange on which registered |
Common stock, $0.01 par value per share | | AROC | | New York Stock Exchange |
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).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 27, 2023, the Board of Directors (the “Board”) of Archrock, Inc., a Delaware corporation (the “Company”) approved and adopted amended and restated bylaws (the “Fourth Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Fourth Amended and Restated Bylaws:
● | address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including applicable notice and solicitation requirements; |
● | require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board; and |
● | enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than proposals properly made in accordance with Rule 14a-8 under the Exchange Act), including by requiring: |
● | additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to or participating in a stockholder’s solicitation of proxies, such as additional information about the ownership of securities, relationships and interests in material agreements with or involving the Company; |
● | for nominations of directors, a completed and signed written questionnaire required of the Company’s directors and officers, and that the questionnaire and written representation and agreement of a nominee be in the form provided by the Company; |
● | director nominees and proposing stockholders to provide additional information if reasonably requested by the Board; and |
● | that disclosures included in a stockholder’s notice of nominations or proposals regarding other business be updated so that they are accurate as of the stockholder meeting record date and as of ten business days prior to the stockholder meeting. |
The Fourth Amended and Restated Bylaws also include certain technical, modernizing and clarifying changes.
The foregoing description of the Fourth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amended and Restated Bylaws, which are filed herewith as Exhibit 3.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| |
3.1 | Fourth Amended and Restated Bylaws of Archrock, Inc., effective as of July 27, 2023. |
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 |
| | |
| | July 27, 2023 |