UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Targa Resources Corp. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 23, 2023. At the Annual Meeting, the Company’s stockholders were requested to: (1) elect three Class I Directors to serve on the Company’s Board of Directors (the “Board”) for a term of office expiring at the Company’s 2026 Annual Meeting of Stockholders; (2) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2023; (3) approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2022; (4) approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers; and (5) consider and vote on a stockholder proposal requesting that the Company issue a report assessing policy options related to venting and flaring. The following are the final voting results on proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 30, 2023:
1. Each of the three Class I directors that was up for re-election was elected for a term of three years expiring at the Company’s 2026 Annual Meeting of Stockholders. Votes regarding the election of these directors were as follows:
| NOMINEE |
VOTES FOR | VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON- VOTES |
||||||||||||
| Paul W. Chung |
148,968,486 | 39,457,697 | 79,729 | 13,266,601 | ||||||||||||
| Charles R. Crisp |
166,736,716 | 21,663,009 | 106,188 | 13,266,600 | ||||||||||||
| Laura C. Fulton |
172,613,496 | 15,797,565 | 94,854 | 13,266,598 | ||||||||||||
2. PricewaterhouseCoopers LLP was ratified as the Company’s independent auditors for 2023. The voting results were as follows:
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED | ||
| 200,287,835 | 1,316,386 | 168,292 |
3. The Board proposal seeking approval, on an advisory basis, of the compensation of the Company’s named executive officers was approved. The voting results were as follows:
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES | |||
| 180,694,344 | 7,631,039 | 180,523 | 13,266,607 |
4. The Board proposal regarding the frequency of future advisory votes to approve the compensation of the Company’s named executive officers every three years, every two years, or every year, was approved for every year. The voting results were as follows:
| THREE YEARS |
TWO YEARS |
ONE YEAR |
VOTES ABSTAINED |
BROKER NON- VOTES | ||||
| 2,415,206 | 2,866,427 | 183,081,420 | 142,852 | 13,266,608 |
In light of this vote and the Board’s prior recommendation, the Board has determined that the Company will hold an annual advisory vote on executive compensation. Accordingly, the Company will request an advisory vote on executive compensation every year in its future proxy materials until the next stockholder advisory vote on the frequency of such votes. The Company will re-evaluate this determination in connection with its next stockholder advisory vote regarding the frequency of future advisory votes on executive compensation.
5. The stockholder proposal requesting that the Company issue a report assessing policy options related to venting and flaring was not approved. The voting results were as follows:
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES | |||
| 76,259,263 | 109,382,622 | 2,864,018 | 13,266,610 |
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 thereunto duly authorized.
| TARGA RESOURCES CORP. | ||||||
| Dated: May 24, 2023 | By: | /s/ Jennifer R. Kneale | ||||
| Jennifer R. Kneale | ||||||
| Chief Financial Officer | ||||||