Antero Midstream Corporation
SEC Document
SEC Filing
EX-3.1 2 tm2318207d1_ex3-1.htm EXHIBIT 3.1


Exhibit 3.1







Antero Midstream Corporation, (the “Corporation”) a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:


1.                  The Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on March 12, 2019.


2.                  This Amendment, which amends the Certificate of Incorporation, has been declared advisable by the board of directors of the Corporation, duly adopted by the stockholders of the Corporation and duly executed and acknowledged by the officers of the Corporation in accordance with Sections 103, 228 and 242 of the DGCL.


3.                  The text of Article Ninth of the Certificate of Incorporation is hereby amended in its entirety to read as follows:


Ninth: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it now exists. In addition to the circumstances in which a director or officer of the Corporation is not personally liable as set forth in the preceding sentence, a director or officer of the Corporation shall not be liable to the fullest extent permitted by any amendment to the DGCL hereafter enacted that further limits the liability of a director or officer, as applicable.


Any amendment, repeal or modification of this Article Ninth shall be prospective only and shall not affect any limitation on liability of a director or officer for acts or omissions occurring prior to the date of such amendment, repeal or modification.


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IN WITNESS WHEREOF, the undersigned has executed this Amendment to its Certificate of Incorporation as of this 8th day of June, 2023.


  By: /s/ Yvette K. Schultz
  Name: Yvette K. Schultz
  Title:Senior Vice President - Legal, Chief Compliance Officer, General Counsel and Corporate Secretary


[Signature Page to Amendment to the Certificate of Incorporation]