UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective as of December 13, 2022, the Board of Directors (the Board) of Equitrans Midstream Corporation (the Company) approved and adopted the Fifth Amended and Restated Bylaws for the Company (the Fifth Amended and Restated Bylaws). The amendments to Article I effected by the Fifth Amended and Restated Bylaws:
| • | address the adoption by the U.S. Securities and Exchange Commission of the universal proxy rules as set forth in Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the Universal Proxy Rules), by clarifying that any shareholder who intends to solicit proxies in support of a director nominee other than the Board’s nominees must comply with the Universal Proxy Rules and applicable sections of the Fifth Amended and Restated Bylaws, including applicable notice and solicitation requirements, and if such shareholder fails to comply with certain specified requirements, the Company will disregard any proxies or votes solicited for such shareholder’s director nominees; |
| • | address the color of proxy cards reserved for use by the Company; and |
| • | require that nominees proposed by shareholders submit to interviews with the Board or any Board committee within ten (10) days after any reasonable request therefor. |
The Fifth Amended and Restated Bylaws also include certain related conforming, technical and clarifying changes.
Clean and marked copies of the Company’s Fifth Amended and Restated Bylaws are filed herewith as Exhibits 3.1 and 3.2. The foregoing description of the Fifth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws filed herewith and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Fifth Amended and Restated Bylaws of Equitrans Midstream Corporation (Clean Version) | |
| 3.2 | Fifth Amended and Restated Bylaws of Equitrans Midstream Corporation (Marked Version) | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
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.
| Equitrans Midstream Corporation | |||
| (Registrant) | |||
| By: |
/s/ Kirk R. Oliver | ||
| Kirk R. Oliver | |||
| Senior Vice President and Chief Financial Officer | |||
| Date: | December 14, 2022 |