Summit Midstream (SMC) Proxy filing summary

Executive summary

• Special meeting scheduled for November 29, 2024, to vote on issuing up to 7,471,008 Class B common shares and common units to Tall Oak Midstream Holdings as part of a business contribution agreement.

• Supplemental disclosures provided in response to shareholder demand letters and a legal complaint challenging the completeness of the original proxy statement.

• Company denies any wrongdoing but provides additional information to avoid litigation delays and minimize expense.

Voting matters and shareholder proposals

• Shareholders will vote on the issuance of new Class B shares and common units to Tall Oak and the potential issuance of underlying common stock upon redemption/exchange.

• Proposal to adjourn the special meeting if more time is needed to solicit votes for the issuance proposal.

Board of directors and corporate governance

• At closing, board size will increase from seven to eleven, with Tailwater able to designate up to four new directors.

• Tall Oak will have rights to designate directors based on its ownership percentage, with thresholds for reducing representation as ownership declines.

• No Tall Oak management will join as employees; current executive officers will remain in place.

• Investor Agreement grants Tall Oak and Tailwater registration rights and governance provisions, including restrictions on Tall Oak's ability to acquire more stock or influence management.