--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-159191" form_type: "8-K" ticker: "KNTK" cik: "0001692787" company_name: "Kinetik Holdings Inc." filed_at: "2023-06-02T23:59:59+00:00" generated_at: "2026-06-14T08:20:45.424220+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Kinetik shareholders approve charter amendments removing supermajority clause and adding officer exculpation ## Summary - Amendment to sunset supermajority vote requirement for changes to Section 9.1 passed with 135M for, 268K against, 12K abstain. - Officer exculpation amendment per Delaware law passed with 130.5M for, 4.9M against, 10.7K abstain. - All 11 director nominees elected with >135M votes each; say-on-pay approved; KPMG ratified as auditor for FY2023. - Amendments effective May 31, 2023 upon filing with Delaware Secretary of State. ## SEC filing metadata - accession: 0001193125-23-159191 - form_type: 8-K - ticker: KNTK - cik: 0001692787 - company_name: Kinetik Holdings Inc. - filed_at: 2023-06-02T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1692787/000119312523159191/0001193125-23-159191-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1692787/000119312523159191/d521059d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-159191 - JSON: https://secwatch.observer/filing/0001193125-23-159191.json - Plain text: https://secwatch.observer/filing/0001193125-23-159191.txt ## Key facts - Governance Changes Kinetik Holdings Inc.: Amendments to certificate of incorporation to add a sunset provision for supermajority vote requirement and to add officer exculpation provision (effective 2023-05-31). - Change: charter amendment - Effective: 2023-05-31 source text: The Amendments became effective upon the filing of the Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware on May 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1692787/000119312523159191/0001193125-23-159191-index.htm - Shareholder Votes Kinetik Holdings Inc. shareholders approved Election of Directors at the 2023-05-31 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-31 source text: Proposal 1: Election of Directors The stockholders elected each of the eleven nominees listed below to the Company’s board of directors to serve a one-year term beginning upon their election until their respective successors have been duly elected and qualified at the annual meeting of stockholders in 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1692787/000119312523159191/0001193125-23-159191-index.htm - Shareholder Votes Kinetik Holdings Inc. shareholders approved Amendment to Certificate of Incorporation – Removal of Supermajority Requirement at the 2023-05-31 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-31 source text: Proposal 4: Amendment to Certificate of Incorporation – Removal of Supermajority Requirement The Company’s stockholders approved an amendment to the Company’s Certificate to add a sunset provision for the supermajority vote requirement for changes to Section 9.1 of the Certificate, by the vote indicated below: For Against Abstain Broker Non-Votes 135,086,860 268,327 12,550 3,460,257 evidence_url: https://www.sec.gov/Archives/edgar/data/1692787/000119312523159191/0001193125-23-159191-index.htm - Shareholder Votes Kinetik Holdings Inc. shareholders approved Amendment to Certificate of Incorporation – Officer Exculpation at the 2023-05-31 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-31 source text: Proposal 5: Amendment to Certificate of Incorporation – Officer Exculpation. The Company’s stockholders approved an amendment to the Company’s Certificate to reflect new Delaware law provisions regarding officer exculpation, by the vote indicated below: For Against Abstain Broker Non-Votes 130,474,262 4,882,750 10,725 3,460,257 evidence_url: https://www.sec.gov/Archives/edgar/data/1692787/000119312523159191/0001193125-23-159191-index.htm - Shareholder Votes Kinetik Holdings Inc. shareholders approved Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay) at the 2023-05-31 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-31 source text: Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay) The Company’s stockholders approved, on an advisory non-binding basis, the compensation of the named executive officers of the Company, as disclosed in the Proxy Statement, by the vote indicated below: For Against Abstain Broker Non-Votes 135,126,424 189,838 51,475 3,460,257 evidence_url: https://www.sec.gov/Archives/edgar/data/1692787/000119312523159191/0001193125-23-159191-index.htm - Shareholder Votes Kinetik Holdings Inc. shareholders approved Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (Say-on-Frequency) at the 2023-05-31 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-31 source text: Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (Say-on-Frequency) The Company’s stockholders voted, on an advisory non-binding basis, for the frequency of future advisory votes on compensation for the Company’s named executive officers, the results of which are indicated below: Every One Year Every Two Years Three One Years Abstain Broker Non-Votes 134,884,710 164,881 306,036 12,110 3,460,257 evidence_url: https://www.sec.gov/Archives/edgar/data/1692787/000119312523159191/0001193125-23-159191-index.htm - Shareholder Votes Kinetik Holdings Inc. shareholders approved Ratification of the Appointment of Independent Auditor at the 2023-05-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-31 source text: Proposal 6: Ratification of the Appointment of Independent Auditor The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified by the stockholders, by the vote indicated below: For Against Abstain Broker Non-Votes 138,784,710 24,106 19,178 — evidence_url: https://www.sec.gov/Archives/edgar/data/1692787/000119312523159191/0001193125-23-159191-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.