DEF 14A 1 edge20001484x1.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

☒ Filed by the Registrant

☐ Filed by a Party other than the Registrant

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

DT MIDSTREAM, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

TABLE OF CONTENTS

DT Midstream, Inc.

500 Woodward Ave, Suite 2900

Detroit, Michigan 48226-1279

Dear Stockholder:

You are invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of DT Midstream, Inc. (“DT Midstream”, the “Company”, “we” or “our”), which will be held on May 6, 2022 at 11:00 a.m., Eastern Time as a virtual meeting. In light of public health concerns regarding the COVID-19 pandemic, the Annual Meeting will be held in a virtual meeting format only. You will be able to attend the meeting, vote and submit your questions via the Internet by visiting www.proxyvote.com and entering the control number included on your proxy card. You will not be able to attend the virtual Annual Meeting physically in person.

The Annual Meeting marks our first as a stand-alone company. We are proud of our achievements in 2021, which include:

•	The successful completion of our separation from DTE Energy Company in a spin-off and transition into a fully independent public midstream company;

•	Establishing an independent board of directors;

•	Declaring our inaugural cash dividend of $0.60 per common share for both the third and fourth quarters, which we increased by 7% in the first quarter of 2022 to $0.64 per share; and

•	Continuing to expand our ESG and energy transition initiatives, including executing an agreement for hydrogen development projects and advancing carbon capture and sequestration opportunities.

Attached to this letter are a Notice of Annual Meeting of Stockholders and proxy statement, which describe the business to be conducted at the Annual Meeting.

YOUR VOTE IS IMPORTANT TO US. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your vote via the Internet, telephone or mail.

On behalf of the Board of Directors and management, I would like to express our appreciation for your continued support.

Very truly yours,


	David Slater President and Chief Executive Officer			Wright Lassiter III Lead Independent Director

March 24, 2022

TABLE OF CONTENTS

Notice of Annual Meeting of Stockholders of DT Midstream, Inc.

Date

May 6, 2022

Time:

11:00 a.m., Eastern Time

Place:

Online at www.virtualshareholdermeeting.com

/DTM2022

The Annual Meeting will be held as a virtual meeting via live webcast on the Internet. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting in person. You will be able to attend the Annual Meeting, vote and submit your questions on the day of the meeting via the Internet by visiting www.virtualshareholdermeeting.com/DTM2022 and entering the control number included on your proxy card.

Items of Business:

	•			To elect two Class I directors from the nominees described in the proxy statement;
	•			To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for fiscal year ending December 31, 2022;
	•			To approve, on an advisory (non-binding) basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers; and
	•			To transact other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof.

Record Date:

The Board of Directors set March 9, 2022 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.

Voting:

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card or voting instruction card if you requested paper proxy materials. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

TABLE OF CONTENTS

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Our annual report on Form 10-K for the year ended December 31, 2021 and the 2022 Proxy Statement are available free of charge at: www.proxyvote.com.

By order of the Board of Directors,

Wendy Ellis

Executive Vice President, General Counsel and Corporate Secretary

March 24, 2022

You may contact the Company’s proxy solicitor for additional information at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: DTM.info@investor.morrowsodali.com

TABLE OF CONTENTS

Table of Contents

	General Information			1
	The Annual Meeting			1
	Voting Rights			1
	Items of Business			1
	Voting Recommendation of the Board			2
	How to Vote			2
	Revoking a Proxy			2
	Solicitation			3
	Votes Required			3
	Quorum			3

	Board of Directors			4
	Our Board of Directors			5
	Board Meeting Quorum Requirements			10
	Director Independence and Categorical Standards			10
	Executive Sessions			11
	Compensation Committee Interlocks and Insider Participation			11
	Committees of the Board			11
	Director Compensation			14
	Director Compensation Table for 2021			14

	Corporate Governance			15
	Our Commitment to Sound Corporate Governance			15
	Criteria for Board Membership			15
	Board Leadership Structure			16
	Assessment of Board and Committee Performance			16
	Terms of Office			16
	Board Risk Oversight Functions			17
	Procedures for Approval of Related Persons Transactions			17
	Communications with the Board			18
	Anti-Hedging and Anti-Pledging Policies			18
	Delinquent Section 16(a) Reports			18

	PROPOSAL 1 — Election of Directors			19
	Vote Required			19

	PROPOSAL 2 — Ratification of Appointment of Independent Registered Public Accounting Firm			20
	Vote Required			21

	Audit Committee Report			22

	PROPOSAL 3 — Approval, on an Advisory (Non-Binding) Basis, of the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers			23
	Vote Required			23

DT Midstream

2022 Proxy Statement

TABLE OF CONTENTS

	Management			24
	Executive Officers			24

	Executive Compensation			27
	Compensation Discussion and Analysis (“CD&A”)			27
	Executive Summary			27
	Pay for Performance Alignment			28
	What We Do and What We Don’t Do			29
	Role of the Organization and Compensation Committee			29
	Independent Review of Compensation Program			30
	Management’s Role			30
	Compensation and Peer Group Assessment			30
	Key Components of Executive Compensation			31
	Post-Termination Agreements			35
	Stock Ownership Policy			36
	Compensation Clawback Policy			36
	Internal Revenue Code Considerations			36
	Compensation Committee Report			37
	Summary Compensation Table			38
	Grants of Plan-Based Awards			40
	Outstanding Equity Awards at Fiscal Year-End			41
	Option Exercises and Stock Vested			42
	Post-Employment Benefits			43

SEC Form DEF 14A filed by DT Midstream Inc.