Business Context and Reporting Period
DT Midstream, Inc. filed a Form 8-K dated March 7, 2023, under Item 5.02 to report changes to its board of directors and leadership roles. The filing was signed on March 8, 2023. The company is a Delaware corporation headquartered in Detroit, Michigan, with common stock trading on the New York Stock Exchange under the symbol DTM.
Financial Metrics and Liquidity
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating and financial metrics.
Material Changes
- Wright Lassiter III resigned from the board effective March 7, 2023. He had served as Lead Independent Director, Chair of the Corporate Governance Committee, and member of the Organization and Compensation and Environmental, Social and Governance committees.
- The company stated that Mr. Lassiter’s resignation was not related to any disagreement with the company’s operations, policies, or practices.
- Stephen Baker was appointed Lead Independent Director effective March 7, 2023. He remains Chair of the Finance Committee and a member of the Audit and Environmental, Social and Governance committees.
- Angela Archon was appointed as a Class III director to fill the vacancy created by Mr. Lassiter’s resignation, serving until the 2024 annual meeting of stockholders or her earlier resignation or removal.
- Ms. Archon was appointed Chair of the Corporate Governance Committee and a member of the Organization and Compensation and Environmental, Social and Governance committees.
- The board determined that Ms. Archon is independent under applicable company, NYSE, and SEC standards.
Outlook, Risks, and Unusual Items
The filing provides no earnings guidance, operating outlook, material contingency, or new financial risk disclosure. Ms. Archon will participate in the company’s existing compensation program for non-employee directors. The filing states that there are no disclosed appointment arrangements, related-party relationships requiring disclosure under Item 404(a), or familial relationships requiring disclosure under Item 401(d).
A related press release dated March 8, 2023, was furnished as Exhibit 99.1 under Item 7.01. The company stated that the press-release information is furnished rather than filed for purposes of Section 18 liability and is not incorporated by reference into other filings unless expressly stated.
Investor Verification Items
- Confirm the final composition of the board and committee assignments following the transition.
- Review the company’s 2023 proxy statement for any updates to director compensation and independence disclosures.
- Review subsequent SEC filings for additional board changes or governance developments.
- Refer to the company’s periodic reports for financial performance, leverage, liquidity, guidance, and operating risks, which are not addressed in this filing.