Summit Midstream (SMC) Proxy Filing summary

Executive summary

• A special meeting is scheduled for July 18, 2024, for holders of common units to vote on a proposed corporate reorganization converting the entity from a master limited partnership to a C corporation via a merger with a wholly-owned subsidiary of a newly formed corporation, New Summit. The board unanimously recommends approval, citing benefits such as reduced investor tax burden, simplified governance, improved access to capital, and alignment with investor goals for after-tax returns. The reorganization follows a strategic review and recent asset divestitures, and is expected to enhance growth opportunities and trading liquidity.

Voting matters and shareholder proposals

• Unitholders will vote on the Merger Agreement, which will convert each common unit into one share of common stock and each Series A Preferred Unit into one share of Series A Preferred Stock of New Summit. Five advisory, non-binding proposals on governance provisions in the new certificate of incorporation and bylaws will also be considered, including restrictions on written consents, calling special meetings, board authority to issue preferred and blank check common stock, and exclusive forum provisions for litigation.

Board of directors and corporate governance

• The new board will have seven directors in three staggered classes, with initial terms expiring in 2025, 2026, and 2027. The board structure is designed to delay or prevent changes in control. All current officers have been offered continued employment, and new employment agreements are anticipated upon closing.