DT Midstream (DTM) Proxy Filing summary

Executive summary

• Achievements in 2024 include acquisition of FERC-regulated pipelines, credit rating upgrades, and successful completion of the Haynesville System Phase 3 expansion ahead of schedule and on budget, with a final investment decision on Phase 4.

• The 2025 Annual Meeting will be held virtually on May 6, 2025, with voting available online, by phone, or mail.

Voting matters and shareholder proposals

• Election of seven directors, ratification of PwC as auditor, advisory vote on executive compensation, and a proposal to amend the Certificate of Incorporation to allow stockholders with 25% ownership for at least one year to call special meetings.

• A stockholder proposal seeks to lower the threshold for calling special meetings to 10%; the Board recommends voting against it, supporting the 25% threshold as a balanced approach.

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.

• Annual board and committee self-assessments, peer reviews, and CEO performance evaluations are conducted.

• Directors are elected annually; age limits and peer assessments ensure ongoing effectiveness.

• Stockholder proxy access allows groups owning 3%+ of shares for three years to nominate directors.