Kinetik Holdings Inc.

FALSE 0001692787 0001692787 2026-05-19 2026-05-19 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM 8-K ___________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 19, 2026 Date of Report (date of earliest event reported) Kinetik Holdings Inc. (Exact name of registrant as specified in its charter) ___________________________________ Delaware (State or other jurisdiction of incorporation or organization) 001-38048 (Commission File Number) 81-4675947 (I.R.S. Employer Identification Number) 2700 Post Oak Blvd. Suite 300 Houston , Texas 77056 (Address of principal executive offices and zip code) (713) 621-7330 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Class A Common Stock, par value $0.0001 per share KNTK New York Stock Exchange NYSE Texas Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, held on May 19, 2026, the Kinetik Holding Inc. (the "Company") stockholders voted upon the following three proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2026 (the "Proxy Statement"). The final vote results for each proposal were as follows: Proposal 1: Election of Directors The stockholders elected each of the ten nominees listed below to the Company’s board of directors to serve a one-year term beginning upon their election until their respective successors have been duly elected and qualified at the annual meeting of stockholders in 2027. For Withhold Abstain Broker Non-Votes Deborah L. Byers 118,764,416 805,671 - 6,962,759 David I. Foley 119,305,265 264,822 - 6,962,759 Michael Kumar 119,313,043 257,044 - 6,962,759 D. Mark Leland 119,262,304 307,783 - 6,962,759 Kevin S. McCarthy 118,601,616 968,471 - 6,962,759 John-Paul Munfa 119,469,688 100,399 - 6,962,759 William Ordemann 119,129,170 440,917 - 6,962,759 Karen Putterman 119,467,037 103,050 - 6,962,759 Laura A. Sugg 119,142,278 427,809 - 6,962,759 Jamie Welch 119,485,388 484,699 - 6,962,759 Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay) The Company’s stockholders approved, on an advisory non-binding basis, the compensation of the named executive officers of the Company, as disclosed in the Proxy Statement, by the vote indicated below: For Against Abstain Broker Non-Votes 119,108,008 328,400 133,679 6,962,759 Proposal 3: Ratification of the Appointment of Independent Auditor The appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the stockholders, by the vote indicated below: For Against Abstain Broker Non-Votes 126,411,696 87,032 34,118 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Kinetik Holdings Inc. Dated: May 20, 2026 /s/ Lindsay Ellis Lindsay Ellis General Counsel, Secretary and Chief Compliance Officer