DT Midstream (DTM) Proxy Filing summary

Executive summary

• 2025 Annual Meeting scheduled for May 6, 2025, will be held virtually, allowing shareholders to vote and submit questions online.

• 2024 achievements include acquisition of FERC-regulated pipelines, credit rating upgrades, and successful completion of the Haynesville System Phase 3 expansion.

• Board recommends voting for all director nominees, ratification of PwC as auditor, approval of executive compensation, and a 25% threshold for shareholders to call special meetings.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying PwC as auditor, approving executive compensation, amending the charter for a 25% special meeting threshold, and a shareholder proposal for a 10% threshold.

• Board supports the 25% threshold proposal and opposes the 10% threshold, citing balance between shareholder rights and business stability.

• All directors are up for annual election; majority vote required for most proposals.

Board of directors and corporate governance

• Board consists of seven directors, five of whom are independent; three are diverse by gender or ethnicity.

• Board committees include Audit, Organization & Compensation (O&C), Corporate Governance, Finance, and ESG, all with independent members.

• Board leadership includes a non-independent Chairman and a Lead Independent Director.

• Annual board and committee self-assessments and peer reviews are conducted.

• Directors are subject to stock ownership requirements and continuing education.