Summit Midstream (SMC) Proxy filing summary

Executive summary

• Completed a strategic alternatives review in early 2024, resulting in asset sales, debt reduction, and a corporate reorganization to a C-corporation structure, improving liquidity and investor base.

• Divested the Northeast segment for $700 million, reducing leverage from 5.4x to 3.9x and increasing unit price.

• Refinanced debt, pushing nearest maturity to 2029 and lowering cost of capital.

• Acquired Tall Oak Midstream and Moonrise Midstream, expanding scale and exposure to natural gas basins.

• Reinstated preferred equity dividends and signaled intent to resume common dividends.

Voting matters and shareholder proposals

• Stockholders will vote to elect three Class I directors (two by all stockholders, one by Class B holders), ratify Deloitte & Touche LLP as auditor for 2025, and approve an advisory resolution on executive compensation.

• Board recommends voting for all director nominees and proposals.

• Voting instructions provided for both record holders and beneficial owners; quorum and broker voting rules detailed.

Board of directors and corporate governance

• Board consists of 11 directors, majority independent, divided into three staggered classes.

• Committees: Audit, Compensation, and Nominating, Governance and Sustainability, all chaired by independent directors.

• Lead Director role established when CEO and Chairman roles are combined.

• Board and committee attendance exceeded 75% for all members in 2024.

• Director selection emphasizes diversity, experience, and independence.