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
 
 
 
 
Date of Report (Date of Earliest Event Reported):
 
April 26, 2017
 
ARCHROCK, INC.
__________________________________________
  
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
001-33666
74-3204509
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
16666 Northchase Drive,
 
 
Houston, Texas
 
77060
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)

 
 
 
Registrant’s telephone number, including area code:
 
(281) 836-8000
 
Not Applicable
______________________________________________
  
Former name or former address, if changed since last report
  
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))



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, on March 31, 2017, Archrock, Inc. (the “Company”) received notice that Donald C. Wayne, the Company’s Senior Vice President, General Counsel and Secretary, will be resigning from the Company to assume a position as Executive Vice President and General Counsel of another publicly traded company. Mr. Wayne's resignation will be effective May 10, 2017. Following his resignation, Mr. Wayne will continue to provide consulting services to the Company for a 12-month period beginning May 11, 2017, pursuant to the terms of a consulting agreement between the Company and Mr. Wayne, to be entered into on May 11, 2017 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Wayne will provide consulting services that include providing assistance in connection with the Company’s transition to a new general counsel and on other matters that may be reasonably requested by an executive officer of the Company. Mr. Wayne will receive a consulting fee equal to $10,000 payable monthly starting in June 2017 and ending in December 2017, and reimbursement of business expenses.


Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on April 26, 2017. The following matters, set forth in our proxy statement filed with the Securities and Exchange Commission on March 16, 2017, were voted upon with the results indicated below:
1.    Our stockholders elected the following directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified:
Directors
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Anne-Marie N. Ainsworth
 
52,976,792

 
4,626,558

 
5,114,100

Wendell R. Brooks
 
52,961,666

 
4,641,684

 
5,114,100

D. Bradley Childers
 
56,972,527

 
630,823

 
5,114,100

Gordon T. Hall
 
56,931,608

 
671,742

 
5,114,100

Frances Powell Hawes
 
52,957,601

 
4,645,749

 
5,114,100

J.W.G. Honeybourne
 
56,959,850

 
643,500

 
5,114,100

James H. Lytal
 
56,752,976

 
851,374

 
5,114,100

Mark A. McCollum
 
50,571,522

 
7,031,828

 
5,114,100



2.    Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2017:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
62,207,491

 
481,489

 
28,470

 



3.    Our stockholders approved the Archrock, Inc. 2017 Employee Stock Purchase Plan:



Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
57,215,096

 
343,927

 
44,327

 
5,114,100



4.    Our stockholders approved the compensation provided to our Named Executive Officers for 2016, as disclosed in the proxy statement:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
54,981,495

 
2,258,175

 
363,680

 
5,114,100



5.    Our stockholders elected to hold future stockholder advisory votes on executive compensation on an annual basis:
Every Year
 
Every Two Years
 
Every Three Years
 
Abstentions
43,718,393

 
23,441

 
13,804,498

 
57,018





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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.
 
 
 
 
 
 
 
 
 
ARCHROCK, INC.
 
 
 
 
 
  
 
 
 
 
May 2, 2017
 
By:
 
/s/ DAVID S. MILLER
 
 
 
 
David S. Miller
 
 
 
 
Senior Vice President and Chief Financial Officer
 
 
 
 
 


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