To Be Held on Wednesday, May 15, 2019

Macquarie Infrastructure Corporation’s 2019 Annual Meeting of Shareholders, referred to herein as the Annual Meeting, will be held on Wednesday, May 15, 2019 at 10:00 a.m. (Eastern Time) at Carnegie Hall, 881 7^th Avenue, New York, New York, 10019. You may also participate in the Annual Meeting online, vote your shares electronically and submit questions during the Meeting, by visiting www.virtualshareholdermeeting.com/MIC19. You will need your 16-Digit Control Number to enter the Annual Meeting in this manner. In addition, you may listen to the meeting and submit your questions via conference call at 1-877-328-2502. Please note that you will not be able to vote your shares via conference call. At the Annual Meeting, we will discuss, and you will vote on, the following proposals:

These matters are more fully described in the enclosed proxy statement. Our Board recommends that you vote FOR the election of Directors, the ratification of the independent auditors, the approval, on an advisory basis, of executive compensation and the approval of Amendment No. 1 to our 2016 Omnibus Employee Incentive Plan.

Only shareholders of record at the close of business on March 22, 2019 will be entitled to notice of, and to vote at, the Annual Meeting and at any subsequent adjournments or postponements. Prior to the Annual Meeting, those shareholders will be able

to vote at www.proxyvote.com. Each shareholder is entitled to one vote for each share of common stock held at the close of business on March 22, 2019.

The share register will not be closed between the record date and the date of the Annual Meeting. A list of shareholders entitled to vote at the Annual Meeting is available for inspection at our principal executive offices at 125 West 55th Street, New York, New York 10019, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/MIC19 when you enter your 16-Digit Control Number.

You will be required to bring certain documents with you to be admitted to the Annual Meeting. Please read carefully the sections in the proxy statement on attending and voting at the Annual Meeting to ensure that you comply with these requirements.

You have three options for submitting your vote before the Annual Meeting:

We encourage you to vote promptly, even if you plan to participate in the Annual Meeting.

Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting to be held on May 15, 2019. The proxy statement and our 2018 annual report are available at www.proxyvote.com and are also available on our website at www.macquarie.com/mic under “Investor Center / Resources / Shareholder Meetings”.

By order of the Board of Directors,

MICHAEL KERNAN

General Counsel and Secretary

Pursuant to the Management Services Agreement, in exchange for a base management fee of 1% of our equity market capitalization, Macquarie provides holding company level:

Senior management		Legal, risk and compliance support
Environmental, health and safety oversight		Resourcing across investment activities and asset management
Infrastructure professionals with operational and financial expertise		Corporate offices, and related support such as information technology and human resources
Treasury, tax and corporate finance function

We are pursuing three strategic priorities with a view to returning MIC to sustainable growth and enhance shareholder value:

We have made substantial progress on all three of these priorities over the past year:

In response to shareholder feedback, the following governance initiatives were implemented:

Our Board is responsible for overseeing and directing the business and affairs of our Company. Our Board establishes broad objectives and the general course of our business, determines basic policies, appraises the adequacy of our overall results, and generally represents and furthers the interests of our shareholders.

BOARD LEADERSHIP STRUCTURE

Our current Board leadership structure is comprised of a chairman, who is not a member of management but is elected by our Manager, and a lead independent director in accordance with our corporate governance guidelines. Currently, Norman H. Brown, Jr. serves as the lead independent director. Our lead independent director presides at, and determines frequency and timing of, executive sessions of our independent directors, which occur at least quarterly and more often as our independent directors deem appropriate. Our lead independent director also consults with our chairman on agendas and meeting schedules, serves as liaison between our chairman and our independent directors, serves as liaison for shareholders who request direct communication with our Board, and performs such other duties as may be assigned by our Board. Each of our Board committees is chaired by and is wholly comprised of independent directors. We believe that this leadership structure is appropriate at this time given our externally-managed corporate structure and the benefits that this structure provides to our shareholders by combining our Manager’s knowledge of infrastructure businesses with independent oversight of our Manager’s activities.

Our Board’s chairman is elected by our Manager as the sole holder of our special stock. The chairman presides over meetings of our Board and meetings of shareholders, prepares the agenda for meetings of our Board in consultation with our lead independent director and with input from our other directors, coordinates communication among directors and performs such other duties as may be assigned by our Board. Because our chairman is elected by our Manager, but is not a member of our management team, he is able to draw upon their extensive knowledge of infrastructure businesses and provide a strategic perspective on our business activities. The following biography highlights the qualifications and experience of Mr. Stanley, our chairman.

Martin Stanley has served as chairman of the Company since July 2013. Mr. Stanley is Head of Macquarie Asset Management (“MAM”), a top 50 global asset manager offering a diverse range of services, including; securities investment management, infrastructure and real asset management, and fund and equity based structured products. Trusted by investors to manage approximately $A550 billion in assets, Mr. Stanley leads a team of approximately 1,700 staff in more than 20 countries.

Mr. Stanley joined Macquarie in 2004 to support the growth of its international infrastructure funds management platform. Helping to establish and manage Macquarie Infrastructure and Real Assets’ (“MIRA”) flagship European funds, Mr. Stanley directed a number of landmark transactions for the business, including; the acquisition of Thames Water, the largest water and waste water company in the UK; the take-private of Techem GmBH in Germany; and the divestment of Global Towers Partners in the United States.

Mr. Stanley was appointed Head of MIRA in 2010 and led the world’s largest infrastructure manager as it expanded into new sectors, markets and real asset classes. Following his appointment as Head of MAM in 2018, Mr. Stanley continues to chair the Boards and Investment Committees of MIRA’s largest funds, setting the strategic direction for the business as it seeks to build, manage and enhance assets that underpin the sustainable development of economies and communities.

Before joining Macquarie, Mr. Stanley worked for 18 years in the utility and energy sectors. Mr. Stanley was a senior director at TXU Europe Group, an energy services business involved in generation, supply and trading of electricity and gas. He started his career at Manweb, the regulated power distribution network covering the North West of the United Kingdom.

Mr. Stanley holds a Masters of Philosophy Energy Economics degree from Loughborough University of Technology, UK.

Mr. Stanley brings extensive knowledge of the infrastructure industry and its regulatory environment from his tenure in various leadership positions within Macquarie. His understanding of the Group’s international operations and new business development makes him well-placed to provide strategic direction and industry insight to the Company. Mr. Stanley’s service on the investment committees of Macquarie-managed vehicles affords him insight as to the valuation of infrastructure assets, their operations and key drivers in evaluating potential transactions.

OUR BOARD’S ROLE IN RISK OVERSIGHT

Our Board is responsible for overseeing our Company’s risk management. It discharges this responsibility directly and through its committees.

Our Board and its committees regularly review material enterprise, strategic, operational, legal, safety and compliance risks with senior management of the Company and our Manager. Our Board is responsible for endorsing the Company’s risk management framework, including key policies and procedures and approving of any changes to the framework or any key risk policies and procedures; monitoring compliance with the risk management framework and delegating authority to

management, where appropriate. On a regular basis, our Board is presented with safety reports and assessments and risk and compliance reports from management and compliance personnel directly responsible for the identification, evaluation and monitoring of risks within the business.

As part of the monitoring process, our Board or the appropriate committee is provided with the following information at scheduled Board meetings: any proposed changes to the risk management framework; key policies and procedures or reporting arrangement for its approval; reports on exposures, non-compliance with key policies and general effectiveness of risk management system, as appropriate; results of independent reviews or audits of the control environment; and the relevant management information. While our Board oversees risk management, the Company’s management is responsible for managing risk.

Our Board has delegated responsibility for the oversight of certain specific risks to the Audit Committee. The Audit Committee is responsible for an annual review of our Company’s policies with respect to risk assessment and risk management. The Audit Committee has primary responsibility for overseeing risk policies and processes relating to the financial statements and financial reporting, as well as overseeing the Company’s major financial risk exposures, management of our legal and regulatory risks and our compliance with applicable laws and regulations. Our Audit Committee is primarily responsible for assessing the adequacy of our internal control framework, including accounting and operational risk management controls based on information provided or obtained from management. Our Audit Committee is responsible for reviewing and monitoring our code of business conduct to guard against significant conflicts of interest and dishonest, unethical or illegal activities. The Audit Committee periodically reviews the performance of the Company’s accounting and financial personnel and reviews material litigation and regulatory proceedings and other matters relating to potentially significant corporate liability with the Company’s general counsel.

COMPENSATION ASSESSMENT

Our executives are compensated by the Company’s Manager pursuant to the Management Services Agreement. However, in response to feedback from our shareholders, in 2018 we amended our Compensation Committee’s charter to increase the involvement of the Compensation Committee in participating with our Manager to set performance objectives for, and evaluate the performance of, our executives. The Compensation Committee will also provide input and play a larger role in providing recommendations to our Manager on our executives’ compensation. The Compensation Committees’ increased involvement in these areas will be enacted through a formal annual review process. We believe these changes will strengthen the alignment of interests between our executive and our shareholders.

The Compensation Committee believes that, with its input, the Manager’s compensation policies and practices with respect

to the Company’s executives do not encourage excessive risk-taking and are not reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, the committee considered its role in establishing and monitoring performance targets, that the elements of compensation are balanced among current cash payments, deferred cash and equity awards, the time vesting requirements of Macquarie’s profit share program which help align the executives’ interests with those of long-term shareholders, the fact that compensation is based on financial performance and other measures including leadership and upholding Macquarie’s values, and the oversight by our Board of the executives’ actions.

The Compensation Committee also oversees the setting of performance objectives for and the award of restricted stock units and/or performance stock units for certain senior employees of each of our operating companies. The Compensation Committee believes that the Company’s policies and practices with respect to setting performance targets for the senior employees of the operating companies, such as time and performance based vesting requirements, do not encourage excessive risk-taking and help align the interests of these individuals with those of long-term shareholders.

BOARD COMPOSITION AND INDEPENDENCE

Our Board consists of nine directors, five of whom were elected by shareholders of the Company at the last Annual Meeting. Mmes. Brock and Jelescu-Dreyfus were appointed to our Board in September 2018. Mr. Frost, the chief executive officer of our Company, was appointed to our Board in September 2018 replacing our former chief executive officer on our Board. The remaining director, our chairman, currently Mr. Stanley, is elected by our Manager as the sole holder of our special stock. Except for Mr. Stanley, all directors’ terms expire at the Annual Meeting. In light of Mr. Carmany’s retirement, our Board has resolved that the number of directors on our Board will be decreased from nine to eight effective as of our Annual Meeting.

Our Board is composed of a majority of independent directors. In accordance with the listing standards of the NYSE, to be considered independent, our Board must affirmatively determine that a director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company, and that the director meets other NYSE independence standards. Ms. Sananikone was previously Chairman of Smarte Carte and a non-executive director of Icon Parking, Moto Hospitality Services and Air-Serv Holdings, which are companies that are or were owned by investor consortiums but managed by affiliates of our Manager. In each case, Ms. Sananikone was the appointee of non-Macquarie investors of the consortium investment vehicle. Our Board has determined that this relationship is immaterial to a determination of independence.

Accordingly, our Board has determined that Mmes. Brock, Jelescu-Dreyfus and Sananikone and Messrs. Brown, Carmany (who will retire from our Board effective as of the Annual Meeting), Kirk and Lentz are independent under NYSE standards and Mr. Stanley and Mr. Frost are not independent under the NYSE standards.

BOARD MEETINGS AND COMMITTEES; ANNUAL MEETING ATTENDANCE

Our Board met 15 times in total in 2018. All directors attended more than 90% of the combined Board and committee meetings on which they served in 2018. In addition, it is the policy of our Board that our directors are expected to use reasonable efforts to attend the Annual Meeting of Shareholders. All of our directors then in office participated in our 2018 Annual Meeting of Shareholders.

All of our committees are composed solely of independent directors. Our committees are required to conduct meetings and take action in accordance with the directions of our Board, the provisions of our bylaws and the terms of the respective committee charters. We have three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Effective as of the Annual Meeting, Mr. Carmany will retire from our Board and from each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Copies of all committee charters are available on our website at www.macquarie.com/mic under “About MIC / Governance” and in print from us without charge upon request by writing to Investor Relations at our principal executive offices at 125 West 55th Street, New York, New York 10019. The information on our website is not, and shall not be deemed to be, incorporated by reference into this proxy statement or incorporated into any other filings that the Company makes with the SEC.

Audit Committee. The Audit Committee is composed of Mmes. Brock, Jelescu-Dreyfus and Sananikone and Messrs. Brown (Chair), Carmany, Kirk and Lentz. Our Board has determined that each member of the Audit Committee meets the independence requirements of the NYSE and Rule 10A-3 of the Exchange Act. Our Board has also determined that Mmes. Brock and Jelescu-Dreyfus and Messrs. Brown and Carmany qualify as Audit Committee financial experts as defined by the SEC. The Audit Committee met five times during 2018. The Audit Committee is responsible for, among other things:

Compensation Committee. The Compensation Committee is composed of Mmes. Brock, Jelescu-Dreyfus and Sananikone (Chair), and Messrs. Brown, Carmany, Kirk and Lentz. Our Board has determined that each member of the Compensation Committee meets the independence requirements of the NYSE. In addition, each committee member is an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, and is a “non-employee director” within the meaning of Section 16 of the Exchange Act. The Compensation Committee met seven times during 2018. The responsibilities of the Compensation Committee include:

As described in “Compensation, Discussion and Analysis,” our chief executive officer and chief financial officer are seconded to us by our Manager and our Manager compensates these officers. However, pursuant to a revision to the Compensation

Committee Charter in October 2018, the responsibilities of the Compensation Committee were expanded to include:

Our Compensation Committee may delegate any of its authority and duties described above to subcommittees or individual members of the committee, as it deems appropriate and in accordance with applicable laws and regulations. It may also delegate authority to make certain decisions relating to compensation plans and agreements related to employees of our operating companies (other than equity based compensation) to members of the Company’s senior management. This delegation of authority applies with respect to employees of our operating businesses, who are not members of the Company’s senior management.

Nominating and Governance Committee. The Nominating and Governance Committee is composed of Mmes. Brock, Jelescu-Dreyfus and Sananikone and Messrs. Carmany (Chair), Brown, Kirk and Lentz. Our Board has determined that each member of the Nominating and Governance Committee meets the independence requirements of the NYSE. The Nominating and Governance Committee met six times during 2018. The Nominating and Governance Committee is responsible for, among other things:

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mmes. Brock, Jelescu-Dreyfus and Sananikone and Messrs. Brown, Carmany, Kirk and Lentz are members of our Compensation Committee. None of the members of our Compensation Committee is, or has been, an employee of the Company. During 2018, no member of our Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. None of the Company’s executive officers or members of our Company’s Board has served as a member of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our Company’s Board or Compensation Committee.

DIRECTOR CRITERIA AND QUALIFICATIONS

Our Nominating and Governance Committee aims to achieve a Board that, as a whole, provides effective oversight of the management and business of our Company. Therefore, the committee believes that our directors should represent an

appropriate diversity of experience, expertise, skills, specialized knowledge and other qualifications and attributes that provide for a variety of viewpoints.

The Nominating and Governance Committee will recommend candidates for election as directors based on the following criteria and qualifications:

The Nominating and Governance Committee, in making its recommendations, may also consider some or all of the following factors:

In recommending candidates for election as directors, the Nominating and Governance Committee will also take into consideration the need for our Board to have a majority of directors that are independent under the requirements of the NYSE and other applicable laws.

Under the corporate governance guidelines, directors must inform the chairman of our Board and the chairman of the Nominating and Governance Committee in advance of accepting an invitation to serve on another public company Board or any committee thereof. In addition, no director may sit on our Board, or beneficially own more than 5% equity interest in (other than through mutual funds or similar non-discretionary, undirected arrangements) any competitor of the Company in our principal lines of business.

NOMINATIONS OF DIRECTORS

As provided in its charter, the Nominating and Governance Committee will identify and recommend to our Board nominees for election or re-election to our Board. The committee will review candidates for our Board recommended by the Company’s management and other members of our Board who are not members of the committee, as well as candidates recommended by shareholders, in accordance with the criteria described above and as discussed in “Shareholder Nominations of Directors” below.

SHAREHOLDER NOMINATIONS OF DIRECTORS

To make a director nomination, a shareholder must give written notice to our Secretary at our principal executive office at 125 West 55^th Street, New York, New York 10019. To be considered for inclusion in our proxy statement for the 2020 Annual Meeting of Shareholders, shareholder nominations must be received by the Company no later than January 16, 2020 and no earlier than December 17, 2019.

When directors are to be elected at a special meeting, such notice must be given not earlier than the 120^th day prior to such special meeting and not later than the close of business on the later of the 90^th day prior to such special meeting or the 10^th day following the day on which a public announcement is first made of the date of the special meeting and of the nominees proposed by our Board to be elected at such meeting.

In addition to any other requirements, for a shareholder to properly bring a nomination for director before either an annual or special meeting, the shareholder must be a shareholder of record on both (i) the date of the shareholder’s notice of nomination or delivery of such nomination and (ii) the record date relating to the meeting.

The nomination submission must include all of the information specified in our bylaws. The required information includes identifying and stockholding information about the nominee,

information about the shareholder making the nomination, and the shareholder’s ownership of and agreements relating to our stock. It also must include the nominee’s consent to serve if elected and a statement as to whether the nominee intends to tender, following the nominee’s failure to receive the required vote for election or re-election, his or her irrevocable resignation effective upon acceptance by our Board. Please refer to the nomination and notice of shareholder business provisions of our bylaws for additional information and requirements regarding shareholder nominations. A copy of our bylaws is available on our website at www.macquarie.com/mic under “About MIC / Governance” and in print from us by writing to Investor Relations at Macquarie Infrastructure Corporation, 125 West 55^th Street, New York, NY 10019.

We may require any proposed nominee to furnish any additional information that we reasonably require to enable our Nominating and Governance Committee to determine the eligibility of the proposed nominee to serve as a director. Candidates are evaluated based on the standards, guidelines and criteria discussed above as well as other factors contained in the Nominating and Governance Committee’s charter, our corporate governance guidelines, other of our policies and guidelines and the current needs of our Board.

MAJORITY VOTING FOR UNCONTESTED DIRECTOR ELECTIONS

In 2016, our Board adopted amendments to the bylaws to change the voting standard for uncontested elections of directors to a majority voting standard so that a nominee for director will be elected to our Board if the number of shares voted “for” that director’s election exceeds the number of votes cast “against” that director. Directors will continue to be elected by the vote of a plurality of the votes cast if the election is a contested election as defined in the bylaws. Our Board will only nominate for election or re-election as a director candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as a director, an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next meeting at which they face re-election and (ii) Board acceptance of such resignation. In addition, our Board will fill director vacancies and new directorships only with candidates who have agreed to tender, promptly following their appointment to our Board, the same form of resignation. If a nominee fails to receive the required number of votes for election, our Board will determine whether to accept or reject such resignation, or what other action should be taken, within 90 days from the date of the certification of election results, following receipt of a recommendation from the Nominating and Governance Committee.

BOARD, COMMITTEE AND DIRECTOR ASSESSMENT

In accordance with our corporate governance guidelines, the Nominating and Governance Committee leads our Board in its annual review process, which includes our Board’s annual self-assessment of the performance and effectiveness of our Board and its committees; committee annual self-assessments and charter reviews; and director evaluations of Board and committee performance.

Our Board’s self-assessment process focuses on numerous aspects of corporate governance and performance of our Board’s duties and responsibilities. Evaluation questionnaires are completed by each Board member. On an annual basis, the chair of each committee of our Board leads her or his respective Committee in a self-assessment and charter review and related discussions.

The Nominating and Governance Committee uses these results in conjunction with the assessment of the skills and characteristics of Board members, as well as in connection with making recommendations to our Board regarding the slate of directors for inclusion in the Company’s proxy statement for election at the Annual Meeting of Shareholders. The Nominating and Governance Committee also presents the findings of the annual Board self-assessment to our Board for discussion. Policies and practices of our Board are updated per the evaluation results as appropriate. Director suggestions for improvements to the questionnaires and evaluation process are incorporated on an on-going basis.

Among other topics, our Board self-evaluation questionnaire focuses on:

BOARD REFRESHMENT AND DIVERSITY

As described above under “Board, Committee and Director Assessment”, on an annual basis, the Nominating and Governance Committee evaluates our Board’s overall composition, including director tenure, and evaluates all directors to ensure a continued match of their skill sets against the needs of the Company. The Nominating and Governance Committee seeks to achieve a balance between the deep knowledge and understanding of our businesses that comes from longer-term service on our Board with the fresh ideas and perspectives that comes from having newer directors on our Board. Although we have no formal diversity policy with respect to director nominations, the Nominating and Governance Committee recognizes the importance of having a Board representing diverse backgrounds and a broad set of experiences at senior

levels in business, finance, government, law and technology, and in other areas that are relevant to the Company’s businesses and its status as a public company. As a result of these processes, in the last eight years, our Board has added six new directors, including three new directors since September 2018.

DIRECTOR RETIREMENT POLICY

Our Board will not nominate for re-election any non-management or non-Manager appointed director if the director will have completed 15 years of service as a member of our Board on or prior to the date of the election as to which the nomination relates. Upon the recommendation of the Nominating and Governance Committee, our Board may waive this requirement as to any director if it deems such waiver to be in the best interests of the Company.

EXECUTIVE SESSIONS OF OUR BOARD

Our corporate governance guidelines provide that the non-management directors will meet without management directors at regularly scheduled executive sessions at least quarterly and at such other times as they deem appropriate. To the extent that any non-management directors are not independent, the independent directors will meet in regularly scheduled executive sessions at least once annually. In accordance with our corporate governance guidelines, the lead independent director, or alternatively, the chairman of the Audit Committee, Nominating and Governance Committee or Compensation Committee, will preside at these executive sessions of the non-management directors as determined by the non-executive directors based upon the subject matter to be discussed. Our lead independent director, Mr. Brown, presides over these sessions.

CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT

Our Board has adopted corporate governance guidelines that set forth our corporate governance objectives and policies and govern the functioning of our Board. We also have a code of business conduct that sets forth our commitment to ethical business practices. Our code of business conduct applies to our directors, officers and employees, including our chief executive officer and chief financial officer, and also applies to the employees of our Manager and its affiliates that perform management services for us pursuant to the Management Services Agreement.

Our corporate governance guidelines and our code of business conduct are available on our website at www.macquarie.com/mic under “About MIC / Governance” and in print from us without charge upon request by writing to Investor Relations at Macquarie Infrastructure Corporation, 125 West 55^th Street, New York, New York 10019.

MINIMUM SHAREHOLDING GUIDELINES

Our Board, upon the recommendation of our Nominating and Governance Committee, has adopted stock ownership guidelines to align the interests of our independent directors with the interests of our shareholders. Independent directors are required to hold common stock with a value equal to at least four times the cash portion of the director’s annual Board and committee

retainers, plus cash compensation for attendance at committee meetings, based on the greater of the value of the shares using the previous December’s volume weighted average price and the fair market value of the shares on the date acquired. Independent directors have up to five years from the date of his or her election or appointment to meet these requirements. Our independent directors are each in compliance with this policy.

DIRECTOR FEES

Our independent directors each receive annual cash retainers, payable in equal quarterly installments, of $65,000 for service on our Board, for service as committee chairman and for service for being the lead independent director, as well as cash compensation for attendance at committee meetings. Directors (including non-independent directors and the chairman elected by our Manager) are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of our Board or committees and for any expenses reasonably incurred in their capacity as directors. The Company also reimburses directors for all reasonable and authorized business expenses in accordance with the policies of the Company as in effect from time to time.

Each member of the Company’s various standing committees also receives the following compensation related to service on these committees:

The lead independent director receives an annual cash retainer of $10,000 and the chairperson of each of the Audit Committee, Nominating and Governance Committee and Compensation Committee also receive an annual cash retainer of $15,000, $2,000 and $2,000, respectively, payable in equal quarterly installments.

2014 INDEPENDENT DIRECTORS’ EQUITY PLAN (“2014 PLAN”)

The only type of award that may be granted under the 2014 Plan is an award of director share units. A director share unit is an unsecured promise to transfer one share of the Company in the future on the settlement date, subject to satisfaction of the terms and conditions under the 2014 Plan and the applicable award agreement. The 2019 annual awards to our independent directors, to be granted on the date of this year’s Annual Meeting, will be granted under the 2014 Plan. Each independent director nominee will be eligible to receive, upon election at the 2019 Annual Meeting, a grant of director share units.

Under the 2014 Plan, there is no formula to determine the size of awards and the Compensation Committee has the authority to determine the size of all awards and terms and conditions thereof, subject to the provisions of the 2014 Plan, including the limits on the number of director share units that may be granted annually and in the aggregate. Generally, director share units granted at each Annual Meeting of Shareholders will

vest (assuming continued service of the director) on the day immediately preceding the next Annual Meeting of Shareholders held following the date of grant. The maximum number of shares available for issuance under the 2014 Plan is 300,000 shares, with a balance of 248,664 shares remaining available for issuance at December 31, 2018. The aggregate grant date fair value of awards granted to an independent director during any single fiscal year (excluding awards made at the election of the independent director in lieu of all or a portion of annual and committee cash retainers) may not exceed $350,000.

If a director’s service on our Board terminates by reason of death or disability or in the event of a business combination of the Company during the director’s service, the director share units will vest immediately.

We credit director share units to a bookkeeping account. No interest or dividends accrue or are credited to any director share units or the director’s account. As soon as practical following vesting, we will settle director share units by delivering to the director the equivalent whole number of shares. Director share units cannot be settled in cash or any other kind of consideration. Prior to settlement, directors do not have the rights of a shareholder in any share corresponding to the director share units.

COMMUNICATIONS WITH OUR BOARD

Communications to our Board, any director individually or our lead independent director may be made by writing to the following address:

Attention: [Board of Directors] [Board Member] [Lead
Independent Director] c/o Michael Kernan,
General Counsel and Secretary
125 West 55^th Street
New York, NY 10019
United States of America

Communications sent to the physical mailing address are forwarded to the relevant director, if addressed to an individual director or the lead independent director, or to the chairman of our Board if addressed to our Board.

GENERAL

Our Board has recommended and asks that you ratify the selection of KPMG LLP as our independent auditor for the Company for the fiscal year ending December 31, 2019. You would be so acting based on the recommendation of our Audit Committee.

KPMG LLP was engaged by us following our initial public offering in December 2004 to audit our annual financial statements for the 2004 fiscal year and was appointed by our Audit Committee and ratified by shareholders to audit our annual financial statements for each subsequent fiscal year. Based on its past performance during these audits, the Audit Committee of our Board has selected KPMG LLP as our independent auditor to

perform the audit of our financial statements and our internal control over financial reporting for 2019. KPMG LLP is a registered public accounting firm.

The affirmative vote of a majority of the shares represented at the meeting in person or by proxy is required to ratify the appointment of KPMG LLP. If you do not ratify the selection of KPMG LLP, our Audit Committee will reconsider its selection of KPMG LLP and may, but is not required to, make a new proposal for an independent auditor.

Representatives of KPMG LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to questions.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has established policies and procedures for its appraisal and approval of audit and non-audit services. The Audit Committee has the sole authority to pre-approve any audit and non-audit services to be provided by any registered public accounting firm. The Audit Committee has delegated to the chairman of the committee the authority to approve additional audit and non-audit services of KPMG LLP and any additional accounting firms. The delegation is limited to an aggregate of $50,000 in fees at any one time outstanding and not ratified by the Audit Committee, and confirmation of compliance with independence standards. The Audit Committee or its chairman has pre-approved all of the services provided by KPMG LLP since its engagement. All other audit-related, tax and other engagements may be approved by the Audit Committee prospectively.

In making its recommendation to ratify the selection of KPMG LLP as our independent auditor for the fiscal year ending December 31, 2019, the Audit Committee has considered whether the services provided by KPMG LLP are compatible with maintaining the independence of KPMG LLP and has determined that such services do not interfere with KPMG LLP’s independence.

RECOMMENDATION OF THE BOARD

Our Board recommends that, based on the recommendation of the Audit Committee, you vote FOR the ratification of the selection of KPMG LLP to serve as the independent auditor for the Company for the fiscal year ending December 31, 2019.

GENERAL

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our shareholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers, who are seconded to us by our Manager. Accordingly, and pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our Board has recommended and asks that you approve, on an advisory basis, the compensation of our chief executive officer and our chief financial officer (“seconded executive officers”), as described in the “Compensation Discussion and Analysis” section and the compensation tables and related narrative disclosure on pages 25-36 of this proxy statement. Unless our Board determines otherwise, the next such vote will be held at the Company’s 2020 Annual Meeting of Shareholders.

This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our seconded executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our seconded executives. As described in detail under the headings “Compensation Discussion and Analysis — General” and “Compensation Discussion and Analysis — Objectives of Macquarie’s Compensation Program,” the Company is a party to a Management Services Agreement with our Manager, subject to the oversight and supervision of our Board. Our Manager is responsible for and oversees the management of our operating businesses and is entitled to receive base management fees and potentially performance fees for the provision of its services. The Macquarie employees who serve as our seconded executive officers have been seconded to us by our Manager on a full-time basis and we do not pay any compensation to them. Under our Management Services Agreement, the services performed for the Company by our Manager are provided at our Manager’s expense, including all of the compensation of our seconded executives. The elements of the compensation program for our seconded executive officers derive from the general program established for employees of Macquarie. Macquarie’s approach is designed to drive shareholder returns over the short and long term, both for Macquarie shareholders as well as for shareholders of the entities managed by Macquarie, such as holders of our shares. Macquarie’s compensation program endeavors to drive shareholder returns while managing risk in a prudent fashion by focusing on two main objectives: aligning the interests of staff and shareholders and attracting and retaining high-quality staff.

At our 2018 Annual Meeting, shareholders expressed support for our seconded executive officers’ compensation, with approximately 61.6% of the votes approving, on an advisory basis, our executive compensation for fiscal 2017. While the proposal passed, we were disappointed with the level of

support. As a result, following the 2018 annual meeting, we enhanced our shareholder engagement program by contacting a significantly greater number of shareholders, with the direct participation of each of our independent directors, chief executive officer, chief financial officer and head of investor relations. In addition, changes were implemented to the compensation of our seconded executive officers based on feedback from our shareholders. See “Compensation Discussion and Analysis – 2018 Say on Pay Advisory Vote” for a description of our shareholder engagement efforts and actions we took as a result.

We are asking our shareholders to approve, on an advisory basis, the compensation for fiscal 2018 of our seconded executive officers as described on pages 25-36 of this proxy statement. Total 2018 executive compensation includes profit share amounts paid in March 2018 on account of performance in 2017. This vote is advisory and, therefore, will not affect the existing compensation or be binding on our Company or our Manager. However, our Company values the opinions of our shareholders and will carefully consider, and will inform our Manager of, the outcome of this vote.

The following resolution is submitted for a shareholder vote at the Annual Meeting:

“RESOLVED, that the shareholders of the Company approve, on a non-binding advisory basis, the compensation of the Company’s seconded executive officers as disclosed in the proxy statement for the 2019 Annual Meeting pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis” section and the compensation tables and related narrative discussion set forth in such proxy statement.”

RECOMMENDATION OF THE BOARD

Our Board recommends that you vote FOR the approval, on an advisory basis, of the compensation of our seconded executive officers as disclosed in this proxy statement.

GENERAL

As discussed above, we have a Management Services Agreement with our Manager, a member of Macquarie, pursuant to which they are responsible for and oversee the management of our operating businesses in exchange for certain fees. The Company does not have any employees. The Macquarie employees who serve as our seconded executive officers have been assigned, or seconded, to us by our Manager on a full-time basis.

We do not pay any compensation to our seconded executive officers. Our Manager is responsible for the expenses related to all services performed for the Company, including all the compensation of our seconded executive officers. Our seconded executive officers have a fiduciary duty to act in the best interests of our Company and their interests are strongly aligned with our shareholders’ interests:

The purpose of this compensation discussion and analysis is to provide our investors with information about the components of the compensation paid by Macquarie to our seconded executive officers, Mr. Frost, our chief executive officer and a Macquarie Executive Director, and Mr. Stewart, our chief financial officer and

a Macquarie Division Director, and the policies and objectives served by Macquarie’s compensation program.

HOW MACQUARIE’S COMPENSATION PROGRAM ALIGNS WITH OUR PERFORMANCE

The elements of the compensation program for Messrs. Frost and Stewart are derived from the general program established for employees of Macquarie, including the input provided by our Compensation Committee. Macquarie’s compensation program supports its overarching objective of delivering strong company performance over the short and long-term, while prudently managing risk. The approach to compensation is a partnership where profits are shared between shareholders and staff, delivering sustained results for its clients and customers. The Macquarie Board believes this approach is integral to Macquarie’s sustained success and has been fundamental in attracting, motivating and retaining high-performing staff. Our ongoing performance is critically dependent on the skill, experience, and caliber of Macquarie’s team of executives, including our seconded executive officers, for whose services Macquarie must compete in the world’s major financial centers.

Base management fees earned by our Manager under our Management Services Agreement are based on the market capitalization of our Company. Performance fees, if any, are based on ongoing out-performance of the Company over a utilities benchmark. Such fees form a part of Macquarie’s revenue and are directly linked to the operating results of the businesses owned by the Company. The interests of Macquarie and our seconded executive officers are directly aligned with those of our shareholders because successfully managing our operating businesses and improving our Company’s performance drives an increase in Macquarie’s net profit after tax.

2018 SAY-ON-PAY ADVISORY VOTE AND ENHANCED SHAREHOLDER ENGAGEMENT

At our 2018 annual meeting of shareholders, 61.6% of the votes cast approved, on an advisory basis, our 2017 executive compensation. These results, while indicative of majority support, nevertheless represented a decline from the higher levels of support we had previously received. As such, we enhanced our shareholder engagement program to understand and address our shareholders’ concerns related to how our seconded executive officers are paid:

COMPENSATION OVERVIEW

The amount of variable compensation awarded to each seconded executive officer is ultimately based on the discretion of the Macquarie Board taking into consideration the factors listed under “Profit Share Allocation Determination.” Compensation paid by Macquarie to our seconded executive officers is described in detail below.

ELEMENTS OF MACQUARIE’S COMPENSATION PROGRAM

Macquarie’s executive compensation program consists of two elements: fixed compensation and annual discretionary profit share. The following description relates to Macquarie’s compensation program for Macquarie’s fiscal year ended March 31, 2018. Mr. Frost became our chief executive officer on January 1, 2018, and, unless specified otherwise, compensation amounts for Mr. Frost below are for the period from January 1, 2018 through March 31, 2018.

FIXED COMPENSATION

Fixed compensation for our seconded executive officers consists of annual base salary and benefits that include: life insurance, accidental death, disability and dismemberment (“AD&D”) insurance, long-term and short-term disability insurance, medical, dental and vision coverage, and matching employer contributions under Macquarie’s 401(k) retirement plan.

Base Salary. Annual base salary reflects technical and functional expertise, role scope, market practice, and regulatory requirements. However, fundamental to Macquarie’s compensation philosophy is the principle that a significant amount of the compensation be at risk and dependent upon performance. Mr. Frost’s annual base salary was $400,000; Mr. Stewart’s annual base salary was $300,000.

VARIABLE COMPENSATION - ANNUAL PROFIT SHARE

Macquarie employs profit share arrangements for staff, including Messrs. Frost and Stewart, to encourage strong performance and to reward all staff who have contributed to the growth of Macquarie-managed entities. These arrangements also create incentives for, and encourage long-term commitment among, executives working in the interests of Macquarie-managed entities that may experience some short-term market underperformance or other short-term declines in profitability due to macroeconomic factors or other extraordinary circumstances, even though the underlying assets may be performing well. The Macquarie Board retains discretion to determine the final amount of profit share allocated to reflect internal or external factors if deemed in the interests of Macquarie and shareholders.

Once total profit share allocations are determined, a portion is payable directly in cash, and the remainder is retained over several years. Of the retained component, a portion is notionally invested in a fund of Macquarie-managed entities (either via the Directors Profit Share plan (“DPS Plan”) for Macquarie Executive Directors or the Notional Investment policy (“NI Policy”) for non-Executive Directors) and a portion is retained in restricted share units of Macquarie Group Limited equity under the Macquarie Group Employee Retained Equity Plan (“MEREP”). All retained profit share allocations are subject to multi-year vesting.

Profit Share Allocation Determination. For Macquarie’s fiscal year ended March 31, 2018, amounts allocated to Messrs. Frost and Stewart were determined based upon the recommendation of the Global Head of Macquarie Asset Management taking into account a detailed assessment at the business group and individual levels (described in greater detail below). Messrs. Frost and Stewart’s profit share is determined with respect to Macquarie’s fiscal years ending March 31st of each year and therefore, does not reflect subsequent events or our performance for the remainder of each calendar year. Based upon our

Company’s amendment to our Compensation Committee charter in October 2018, our Compensation Committee will participate to a greater extent in an annual process with our Manager of setting performance objectives, evaluating actual performance and providing input to our Manager on annual compensation decisions.

Macquarie determined the level of profit share allocated to Messrs. Frost and Stewart based predominantly on their individual contribution to the performance of our Company, taking into account that Mr. Frost was affiliated with the Company for only a portion of the fiscal year and the following elements:

Mr. Frost: The specific factors considered in determining Mr. Frost’s profit share included his role in:

Mr. Stewart: The specific factors considered in determining Mr. Stewart’s profit share for the period included his role in:

Retained Portion of Profit Share

Deferral and retention arrangements apply to a portion of allocated profit share to encourage a long-term perspective and

commitment from Macquarie employees, including Messrs. Frost and Stewart. It also encourages alignment with the longer-term interest of shareholders.

The features of the Directors’ Profit Share Plan, the Notional Investment Policy and details of 2018 retention for Messrs. Frost and Stewart under each are outlined below.

The Directors’ Profit Share Plan (“DPS Plan”)

The DPS Plan comprises exposure to a notional portfolio of Macquarie-managed funds. These retained amounts for Executive Directors are notionally invested over the retention period, meaning that Executive Directors do not directly hold securities. However, the value of the retained amounts will vary as if these amounts were directly invested in actual securities. For Mr. Frost, a portion of the amount retained in 2018 was notionally invested in cash and a portion was notionally invested in Macquarie-managed funds.

The Notional Investment Policy (“NI Policy”)

The NI policy applies to staff other than Executive Directors and, similar to the DPS Plan, comprises exposure to a notional portfolio of Macquarie-managed funds. These retained amounts for non-Executive Directors are notionally invested over the retention period. For Mr. Stewart, the amount retained in 2018 was notionally invested in cash.

The Macquarie Group Employee Retained Equity Plan (“MEREP”)

Equity awards through the MEREP, in the U.S., will generally be in the form of units comprising a beneficial interest in restricted Macquarie shares (ASX: MQG) held in a trust for staff members (referred to as restricted share units). The participant is entitled to receive dividends on the restricted share units and direct the Trustee how to exercise voting rights on the shares.

POST-TERMINATION COMPENSATION AND BENEFITS

On October 3, 2017, Mr. Frost executed his current employment agreement with Macquarie Corporate Holdings Limited. Under the employment agreement, he holds the position of Executive Director. Mr. Frost was assigned to Macquarie Holdings (USA) Inc. and seconded to our Company as chief executive officer from January 1, 2018. Mr. Stewart entered into his current employment agreement with Macquarie Holdings (USA) Inc. on May 5, 2017. Under the employment agreement, he holds the position of Division Director. Mr. Stewart is currently seconded to our Company as chief financial officer. See “Executive Compensation — Employment Agreements” below for further discussion.

The employment agreements provide for termination of employment by either Macquarie or the executive upon twelve weeks’ notice for Mr. Frost and four weeks’ notice for Mr. Stewart. Macquarie sponsors a severance plan for U.S.-based staff that it believes is comparable to plans typically offered by other U.S. employers. The MEREP, DPS Plan, NI Policy and Macquarie’s profit share arrangements also have specific provisions relating to termination events as described under “Executive Compensation — Potential Payments on Termination or Change in Control” below.

MACQUARIE’S COMPENSATION PRINCIPLES

Macquarie endeavors to attract high-quality executives and to retain them by offering a competitive performance-driven compensation package that encourages long-term commitment to Macquarie and Macquarie-managed entities, and to superior performance.

The following principles in Macquarie’s compensation approach drive shareholder returns by aligning the interests of staff and shareholders and by attracting and retaining high-quality talent:

RESPONSIBILITY FOR MACQUARIE’S COMPENSATION PROGRAM

The Board of Directors of Macquarie (“the Macquarie Board”) has a Board Remuneration Committee (“BRC”) whose objective is to assist the Macquarie Board with Macquarie’s compensation policies and practices. The BRC reviews individual compensation and profit share recommendations for Executive Directors, including Mr. Frost, above certain thresholds and approves other compensation recommendations made outside of Macquarie’s policy relating to individuals or groups of individuals (unless required to be approved by the Macquarie Board), material changes to pension arrangements and changes to compensation policies not requiring full Macquarie Board approval.

Responsibility for the determination of individual compensation and profit share recommendations for Division Directors, including Mr. Stewart, for the 2018 remuneration cycle rested with the Global Head of Macquarie Asset Management. These recommendations are subject to review by Macquarie Group’s Remuneration and Promotions Committee, a committee of Macquarie management. The recommendations relating to fixed remuneration changes and profit share allocations are ultimately approved by the BRC in the aggregate.

Based on a review of the analyses and conclusions regarding compensation provided by the BRC in 2018, the non-Executive Directors of the Macquarie Board believe that Macquarie’s longstanding remuneration approach continues to support the overarching objective of delivering strong company performance over the short and long-term, while prudently managing risk.

Our Compensation Committee is composed of seven independent directors. A copy of the Compensation Committee charter is available on the Company’s website at www.macquarie.com/mic under “About MIC / Governance. In addition, all members of the Compensation Committee are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code, as amended, and “non-employee directors” within the meaning of Section 16 of the Exchange Act. The responsibilities of the Compensation Committee during 2018 included reviewing the Manager’s performance of its obligations under the Management Services Agreement, reviewing the remuneration of the Manager, determining the compensation of the independent directors, granting rights to indemnification and reimbursement of expenses to the Manager and any seconded individuals and making recommendations to our Board regarding the Company’s equity-based and incentive compensation plans, policies and programs. The Compensation Committee operates under a written charter adopted by our Board, reflecting the NYSE rules for Compensation Committees in light of the Company’s external management structure.

As described in the section “Director Compensation Fiscal Year 2018” in this proxy statement, our independent directors receive an annual cash retainer for serving on our Board, fees for each committee meeting which they attend and an annual cash retainer for each committee they chair and for being lead independent director. In addition, independent directors are compensated with director share units that are granted under our 2014 Independent Directors’ Equity Plan and receive reimbursement for certain reasonable expenses related to their service as directors.

This report on executive compensation for 2018 is provided by the undersigned members of the Compensation Committee of our Board.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the Company’s management. Although the Company’s seconded executive officers are not employed or compensated by the Company, the Compensation Discussion and Analysis reflects details of the compensation elements and objectives of Macquarie. Based on this, and including discussions with and information provided by Macquarie, the Compensation Committee has recommended to our Board, and our Board has approved, the inclusion of the Compensation Discussion and Analysis in this Proxy Statement and its incorporation by reference into the Company’s annual report on Form 10-K for the year ended December 31, 2018.

Members of the Compensation Committee

Ouma Sananikone, Chair

Amanda Brock

Norman H. Brown, Jr.

George W. Carmany, III

Maria Jelescu-Dreyfus

Ronald Kirk

H.E. (Jack) Lentz

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Exchange Act or the Securities Act of 1933, as amended, or the Securities Act, except to the extent that we specifically incorporate it by reference in such filing.

GRANTS OF MACQUARIE RESTRICTED SHARE UNITS

As discussed above, for fiscal years 2018, 2017 and 2016, amounts shown in the Summary Compensation Table include a portion of profit share that was retained and was subsequently delivered in the form of Macquarie restricted share units through the MEREP. Restricted share units representing the 2018, 2017 and 2016 retained profit share were granted on June 21, 2018, June 22, 2017 and June 17, 2016, respectively, for Messrs. Frost and Stewart at a closing price per Macquarie share of $122.73, AUD $90.20 and AUD $72.72, respectively. Upon vesting (as described below), the holding restriction will be removed and the employee will be able to withdraw these share units.

For Mr. Frost, $50,283 was retained in 2018 and converted into Macquarie restricted share units through the MEREP. For 2018, this equated to 586 restricted share units awarded under the MEREP calculated using the average purchase price of MEREP awards purchased over the period from May 14, 2018 up to and including June 21, 2018 of AUD $113.76. These restricted share units vest, in accordance with the Executive Director vesting schedule, in three equal installments on the ex-dividend date for the final ordinary dividend, or if there is no final ordinary dividend, the 7^th trading day within a Macquarie staff trading window on or after May 1^st of each year from 2021 to 2023.

For Mr. Stewart, $72,779, $118,386 and $158,123 was retained in 2018, 2017 and 2016, respectively, and converted into Macquarie restricted share units through the MEREP. For 2018, this equated to 848 restricted share units awarded under the MEREP calculated using the average purchase price of MEREP awards purchased over the period from May 14, 2018 up to and including June 21, 2018 of AUD $113.76. These restricted share units vest, in accordance with the division director vesting schedule, in three equal installments on the ex-dividend date for the final ordinary dividend, or if there is no final ordinary dividend, the 7^th trading day within a Macquarie staff trading window on or after May 1^st of each year from 2020 to 2022. For 2017, this equated to 1,772 restricted share units awarded under the MEREP calculated using the average purchase price of MEREP awards purchased over the period from May 16, 2017 up to and including June 22, 2017 of AUD $89.25. These restricted share units vest in three equal installments on the ex-dividend date for the final ordinary dividend, or if there is no final ordinary dividend, the 7^th trading day within a Macquarie staff trading window on or after May 1^st of each year from 2019 to 2021. For 2016, this equated to 3,021 restricted share units awarded under the MEREP calculated using the average purchase price of MEREP awards purchased over the period from May 17, 2016 up to and including June 17, 2016 of AUD $71.55. These restricted share units vest in three

equal installments on the ex-dividend date for the final ordinary dividend, or if there is no final ordinary dividend, the 7^th trading day within a Macquarie staff trading window on or after May 1^st of each year from 2018 to 2020.

RETAINED CASH PORTION OF PROFIT SHARE

See “Nonqualified Deferred Compensation in Fiscal Year 2018” below for further information regarding the retained cash portion of the profit share for Messrs. Frost and Stewart as of December 31, 2018.

EMPLOYMENT AGREEMENTS

Employment Agreement with Christopher Frost. On October 3, 2017, Mr. Frost executed his current employment agreement with Macquarie Corporate Holdings Limited. Under the employment agreement he holds the position of Executive Director. Mr. Frost was assigned to Macquarie Holdings (USA) Inc. and seconded to Macquarie Infrastructure Corporation as chief executive officer from January 1, 2018. Mr. Frost’s annual base salary was $400,000 in 2018. Under Mr. Frost’s employment agreements, he is eligible to participate in Macquarie’s profit share arrangements, Macquarie’s pension arrangements, and health insurance coverage, and will be eligible for five-weeks of vacation and sick time as provided to other employees at his level. In addition, Mr. Frost is eligible to be reimbursed for reasonable and necessary out-of-pocket expenses incurred by him in connection with the performance of his duties and in accordance with the applicable expense policy.

Employment Agreement with Liam Stewart. Mr. Stewart entered into a new employment agreement with Macquarie Holdings (USA) Inc. on May 5, 2017. Under the employment agreement he holds the position of Division Director. Mr. Stewart is currently seconded to Macquarie Infrastructure Corporation as chief financial officer. Mr. Stewart is currently seconded to Macquarie Infrastructure Corporation as chief financial officer. Mr. Stewart’s annual base salary was $300,000 in 2018. The agreement also provides that Mr. Stewart is eligible to participate in Macquarie’s profit share arrangements, Macquarie’s 401(k) plan, and health and welfare plans, and will be eligible for four-weeks of vacation and holidays, sick and personal time as provided to other employees at his level. In addition, Mr. Stewart is eligible to be reimbursed for reasonable and necessary out-of-pocket expenses incurred by him in connection with the performance of his duties and in accordance with Macquarie Holdings (USA) Inc.’s expense policy.

See “Potential Payments on Termination or Change in Control” for further information regarding these employment agreements.

In 2018, Mr. Frost received ordinary dividends on Macquarie shares through the MEREP of AUD $2.15 (Interim Dividend) for shares held on the Record Date of November 13, 2018. This equated to $888 for Mr. Frost. Mr. Stewart received ordinary dividends on Macquarie shares through the MEREP of AUD

$3.15 (Final Dividend) for shares held on the Record Date of May 15, 2018 and AUD $2.15 (Interim Dividend) for shares held on the Record Date of November 13, 2018. This equated to $24,666 for Mr. Stewart.

The compensation reported in the nonqualified deferred compensation table was deferred by Mr. Frost pursuant to Macquarie’s profit share arrangements. Under the DPS Plan, the value of the retained profit share for the period from the preceding July 1^st to June 30^th is determined based on total shareholder returns of the notional portfolio of Macquarie-managed funds selected by Macquarie assuming reinvestment of distributions and, therefore, takes into account both capital appreciation and distributions to shareholders. Notional earnings (losses) for the July 1^st to June 30^th period are measured quarterly. The participant has no input into decisions regarding the notional portfolio selected. Any increases in value of the notional portfolio may be paid out in August each year at the discretion of Macquarie’s Executive Committee, or the BRC. If the notional investment of the amount retained under the DPS Plan results in a notional loss, Macquarie will not make any payment or compensation in respect of the loss. This notional loss will be offset against notional income in the first instance and then against any future notional income until the loss is completely offset. Any notional loss may also be deducted from amounts retained under the DPS Plan at the discretion of the Macquarie Executive Committee or the BRC.

Profit share retained under the DPS Plan vests and is paid out in three equal installments: three, four and five years from the retention date.

The compensation reported in the nonqualified deferred compensation table was deferred by Mr. Stewart pursuant to Macquarie’s profit share arrangements. Under the NI Policy, the value of the retained profit share for the period from the preceding July 1^st to June 30^th is determined based on total shareholder returns of the notional portfolio of Macquarie-managed funds selected by Macquarie assuming reinvestment of distributions and, therefore, takes into account both capital appreciation and distributions to shareholders. Notional earnings (losses) for the July 1^st to June 30^th period are measured quarterly. The participant has no input into decisions regarding

the notional portfolio selected. Any increases in value of the notional portfolio may be paid out in August each year at the discretion of Macquarie. If the notional investment of the amount retained under the NI Policy results in a notional loss, the amount will be offset against payments of vested amounts. Profit share retained under the NI Policy vests and is paid out in three equal installments: two, three and four years from the retention date.

POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

For Messrs. Frost and Stewart, there are no contracts, agreements, plans or arrangements that provide for payments upon a change of control of our Company.

Termination Provisions Under Employment Agreements

Under the terms of Mr. Frost’s employment agreement with Macquarie Corporate Holdings Limited, executed on October 3, 2017, Mr. Frost will provide Macquarie with twelve weeks’ notice if he voluntarily resigns. Macquarie will provide Mr. Frost twelve weeks’ notice of any termination (although the employer may make a payment to him in lieu of such notice), subject to certain exclusions including misconduct, dishonesty, harm to reputation of the employer or Macquarie, inappropriate workplace behavior, inability to comply with conditions of employment and/or any other reason justifying termination without notice. The period between such notice and termination of employment is referred to as the “notice period.” During the notice period, Mr. Frost will be entitled to continue to receive his salary and health benefits. Upon termination, Mr. Frost will be entitled to payment of any accrued but unpaid vacation time. During the notice period, Macquarie has the discretion to direct Mr. Frost not to do any work or contact any customers or clients for a period up to the date of his termination or resignation. During this notice period, Mr. Frost will continue to be employed by Macquarie and must not engage or prepare to engage in any business activity that is the same or similar to the business he was undertaking with

his employer. Mr. Frost may also be entitled to severance under Macquarie’s severance plan discussed below.

Under the terms of Mr. Stewart’s employment agreement with Macquarie Holdings (USA) Inc., dated May 5, 2017, Mr. Stewart will provide Macquarie with four weeks’ notice if he voluntarily resigns and Macquarie will provide Mr. Stewart four weeks’ notice of any termination for any reason other than for “cause”, as defined in the agreement. The period between such notice and termination of employment is referred to as the “notice period”. During the notice period, Mr. Stewart will be entitled to continue to receive his salary and health benefits. Upon termination, Mr. Stewart will be entitled to payment of any accrued but unpaid vacation time. Macquarie may, in its discretion, alter Mr. Stewart’s duties or place him on paid leave of absence during the notice period. In addition, Mr. Stewart may not engage in any other business activity during his employment or the notice period. Mr. Stewart may also be entitled to severance under Macquarie’s severance plan discussed below.

The employment agreements provide that both Messrs. Frost and Stewart are subject to a confidentiality restrictive covenant for an unlimited duration. The employment agreements also provide that Messrs. Frost and Stewart are subject to a non-solicitation restrictive covenant of employees and clients during their employment and for a six-month period thereafter. In addition, the employment agreements provide that Messrs. Frost and Stewart are subject to a non-competition restrictive covenant during their employment and for a three-month period thereafter should Macquarie elect to enforce such period. In the event that Macquarie elects to enforce the three-month non-compete period post-termination against Mr. Frost, Macquarie would pay an amount equal to the base salary, less any applicable deductions, he would have received had he been employed during such period. In the event that Macquarie elects to enforce the three-month non-compete period post termination against Mr. Stewart, Macquarie would pay an amount equal to the base salary and the value of medical benefits elected at the time of notice that he would have received, less any applicable deductions, he would have received had he been employed during such period.

Macquarie’s Severance Plan

Under Macquarie’s severance plan applicable to Messrs. Frost and Stewart, if an employee is terminated by Macquarie for reasons other than for cause, retirement and voluntary resignation, including job abandonment, death or disability (as defined in the plan), the employee would be entitled to severance payments equal to four weeks’ base salary for the first year of employment plus three weeks’ base salary for each year thereafter, and pro rata payments for each complete month within any portion of a year.

Profit Share Arrangement

The DPS Plan, the NI Policy and the MEREP rules give Macquarie the discretion to fully vest retention on termination. The BRC or the Executive Committee under delegation from the Board may consider exercising this discretion where, for example, a staff member’s employment ends on the grounds of redundancy, disability, serious ill-health or in other limited exceptional circumstances, such as the business efficacy reasons. In all other cases, retention is forfeited on leaving Macquarie.

Payments Upon Resignation or Termination

If, as of December 31, 2018, Messrs. Frost and Stewart’s employment had been terminated without cause, they would have been entitled to a severance payment of $430,769 and $99,519, respectively, under the Macquarie severance plan described above, in addition to accrued and unpaid vacation time, including any applicable long service leave benefit for Mr. Frost. They may also have received unvested retained profit share amounts, subject to the discretion of Macquarie. Messrs. Frost and Stewart would not be entitled to any severance in the event of death or serious incapacitation, subject to discretions being exercised in relation to their retained profit share amounts. No amounts would have been payable in the event of their resignation or termination for cause.

GENERAL

Our shareholders are being asked to approve Amendment No. 1 (the “2019 Amendment”) to the Macquarie Infrastructure Corporation 2016 Omnibus Employee Incentive Plan (the “2016 Omnibus Plan”). Our Board adopted the 2016 Omnibus Plan on March 31, 2016 and our shareholders approved the 2016 Omnibus Plan on May 18, 2016. On March 28, 2019, upon the recommendation of our Compensation Committee, our Board adopted the 2019 Amendment, subject to its approval by our shareholders at the Annual Meeting. The 2016 Omnibus Plan is the only equity incentive plan for the employees of the Company.

If the 2019 Amendment is approved by our shareholders, it will become effective on May 15, 2019. If our shareholders do not approve the 2019 Amendment, the 2016 Omnibus Plan will continue to remain in effect in its current form. However, there may be insufficient shares available under the 2016 Omnibus Plan to make annual equity awards to employees of our operating businesses and to provide grants to new hires in the coming years. In this event, the Compensation Committee would be required to revise its compensation philosophy and formulate other cash-based programs to attract, retain, and compensate key employees of our operating businesses.

OVERVIEW OF THE 2019 AMENDMENT

The 2019 Amendment amends the 2016 Omnibus Plan in the following four respects:

Increase in Share Reserve

The 2019 Amendment increases the number of shares of our common stock available for grant under the 2016 Omnibus Plan from 500,000 to 1,500,000 (the “Amended Share Reserve”). Prior to 2019, the Company did not grant any awards under the 2016 Omnibus Plan. In 2019, the Compensation Committee granted performance-based restricted stock units (“performance share units”) to certain key employees of our operating businesses with a target value of 106,020 shares of our common stock, and a maximum value of up to 197,008 shares if the highest performance level is achieved. Following the grant of these awards, as of March 31, 2019, the 2016 Omnibus Plan only has 302,992 available for future grants.

We believe that the increase in the share reserve is necessary in order to allow us to continue to use equity awards, including performance-based awards, as an effective means to promote the future growth and success of the Company. Equity-based incentive compensation aligns the interests of award recipients with our shareholders and enables the Company to

attract, incentivize and retain key employees of our operating businesses.

Minimum Vesting Requirement to Apply to All Awards

The 2019 Amendment provides that all equity awards granted under the 2016 Omnibus Plan will not vest earlier than the first anniversary of the date of grant other than for (i) substitute awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction, (ii) shares delivered in lieu of fully vested cash awards and (iii) any additional awards the Compensation Committee may grant, up to a maximum of five percent (5%) of the available share reserve; provided that the foregoing minimum vesting requirement does not apply to the Compensation Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death, disability or a change in control.

The 2016 Omnibus Plan currently provides a one-year minimum vesting requirement only for options and stock appreciation rights, and not for other equity awards. We believe this amended minimum vesting requirement is a governance best practice and will enhance the retention value of awards to be granted under the 2016 Omnibus Plan, as amended.

No Payment of Dividends and Dividend Equivalent Rights on Unvested Awards

The 2019 Amendment provides that dividends or dividend equivalent rights with respect to any award will remain subject to all vesting requirements to the same extent as the underlying award and shall only be paid, if at all, if such vesting requirements are satisfied.

The 2016 Omnibus Plan currently provides that dividends or dividend equivalent rights with respect to any award subject to satisfaction of performance vesting goals are not be payable prior to satisfaction of such performance vesting goals but has no provision requiring satisfaction of service-vesting requirements. We believe this amended vesting requirement with respect to dividends and dividend equivalent rights is a governance best practice and will enhance the retention and incentive value of awards to be granted under the 2016 Omnibus Plan, as amended.

Incentive Stock Option Maximum

The 2019 Amendment provides that shares subject to incentive stock options will not exceed 1,500,000 shares of our common stock.

The following table sets forth information regarding the share usage for each of the last three fiscal years and through March 31, 2019 for the 2019 fiscal year. The share usage has been calculated as

the quotient of (i) the number of awards granted in each year, divided by (ii) the number of shares of common stock outstanding at the end of such period.

DILUTION AND EXPECTED DURATION

We carefully monitor the rate at which we use the shares authorized for grant under our equity compensation program and the program’s impact on shareholder dilution, and our expected future usage was taken into account when we determined the incremental number of shares to be reserved for grant under the 2019 Amendment. If Proposal 4 is approved by our shareholders, we expect the amended share reserve of approximately 1,500,000 shares to last for approximately four years, based upon our 2019 grant size and our expected future share usage. However, expectations regarding future share usage could be impacted by a number of factors such as award type mix; hiring and promotion activity; the rate at which shares are returned to the 2016 Omnibus Plan’s reserve upon the awards’ expiration, forfeiture or cash settlement; the future performance of our stock price; the consequences of acquiring

or disposing of businesses; and other factors. While we believe that the assumptions we used are reasonable, future share usage may differ from current expectations. The potential dilution to our shareholders resulting from the 2016 Omnibus Plan, as amended by the 2019 Amendment, is approximately 1.7%,¹ which we consider reasonable and necessary to realize the intended purposes of the 2016 Omnibus Plan, as amended, and our compensation program and philosophy.

Our Board has determined that it is advisable and in the best interests of the Company and the shareholders to adopt and approve the 2019 Amendment.

The following summary of the material terms of the 2016 Omnibus Plan, as proposed to be amended by the 2019 Amendment, is qualified in its entirety by reference to the complete text of the 2016 Omnibus Plan and the 2019 Amendment, both of which are attached hereto as Appendix A.

SUMMARY OF THE 2016 OMNIBUS PLAN, AS AMENDED BY THE 2019 AMENDMENT

OVERVIEW

The purpose of the Plan is to attract, retain and motivate employees (including prospective employees), consultants and others who may perform services for the Company or its subsidiaries, to compensate them for their contributions to our long-term growth and profits and to encourage them to acquire a proprietary interest in the success of the Company.

ADMINISTRATION

Our Compensation Committee administers the 2016 Omnibus Plan. Among other things, the Compensation Committee determines the persons who will receive awards under the 2016 Omnibus Plan, the time when awards will be granted, the terms of the awards and the number of shares of our common stock subject to the awards. The Compensation Committee may allocate among its members and/or delegate to any person who is not a member of the Compensation Committee or to any

administrative group within the Company, any of its powers, responsibilities and duties. Our Board, in its sole discretion, also may grant awards or administer the 2016 Omnibus Plan.

ELIGIBILITY

Awards may be made to employees and prospective employees of the Company or any of its subsidiaries and any individual or any entity that is permitted to be issued securities under a registration statement on Form S-8 that provides bona fide consulting or advisory services to the Company or any of its subsidiaries pursuant to a written agreement. Awards may not be made to (i) an individual seconded from our Manager that performs services for the Company or any of its subsidiaries, (ii) any member of our Board, or (iii) our Manager or its affiliates.

COMMON STOCK AVAILABLE FOR AWARDS UNDER THE 2016 OMNIBUS PLAN

Subject to adjustment as described below, the total number of shares of our common stock that may be subject to awards granted under the existing 2016 Omnibus Plan is five hundred thousand (500,000) shares, of which 197,008 shares have been allocated and reserved for issuance as of March 31, 2019. If our shareholders approve the 2019 Amendment, the number of shares that may be subject to awards granted under the 2016 Omnibus Plan will be one million, five hundred thousand (1,500,000). Shares of our common stock issued in connection with awards that are assumed, converted or substituted as a

result of the Company’s acquisition of another company will not count against the number of shares that may be granted under the 2016 Omnibus Plan. Shares of our common stock underlying the awards will be available for reissuance under the 2016 Omnibus Plan in the event that an award is forfeited, expires, terminates or otherwise lapses without delivery of our common stock. The share reserve shall not be reduced to the extent that a distribution pursuant to an award is made in cash.

Shares of our common stock underlying the awards will not become available for reissuance under the Plan if the shares are withheld by the Company to pay taxes, are withheld by or tendered to the Company to pay the exercise price of stock options, are repurchased from an optionee by the Company with proceeds from the exercise of stock options or are shares underlying stock appreciation rights that are not issued upon exercise due to net settlement of stock appreciation rights.

The Compensation Committee will adjust the terms of any outstanding award, the number of shares of our common stock issuable under the 2016 Omnibus Plan and the limit on the number of shares subject to awards in any one fiscal year, in such manner as it deems appropriate (including, without limitation, by payment of cash) to prevent the enlargement or dilution of rights, or otherwise as it deems appropriate, for any increase or decrease in the number of issued shares of our common stock (or issuance of share of stock other than shares of our common stock) resulting from a recapitalization, stock split, reverse stock split, stock dividend, spinoff, splitup, combination, reclassification or exchange of shares of our common stock, merger, consolidation, rights offering, separation, reorganization, liquidation, or any other change in the corporate structure or shares of our common stock, including any extraordinary dividend or extraordinary distribution.

MINIMUM VESTING REQUIREMENTS

Under the existing 2016 Omnibus Plan, grantees who are granted stock options and stock appreciation rights, will be required to continue to provide services to the Company (or a Subsidiary) for not less than one year following the date of grant in order for any such stock options and stock appreciation rights to fully or partially vest or be exercisable (other than in case of death, disability or a Change in Control). Notwithstanding the foregoing, up to five (5) percent of the available Shares authorized for issuance under the 2016 Omnibus Plan may provide for vesting of stock options and stock appreciation rights, partially or in full, in less than one year. If our shareholders approve the 2019 Amendment, the foregoing minimum vesting requirements will apply to all awards granted under the 2016 Omnibus Plan (other than for (i) substitute awards granted in connection with awards that are assumed, converted or

substituted pursuant to a merger, acquisition or similar transaction, (ii) shares delivered in lieu of fully vested cash awards and (iii) any additional awards the Compensation Committee may grant, up to a maximum of five percent (5%) of the available share reserve); provided that the minimum vesting requirement will not apply to the Compensation Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death, disability or a change in control.

MAXIMUM AWARDS

Shares issued under the 2016 Omnibus Plan may be authorized but unissued shares of our common stock or authorized and previously issued shares of our common stock reacquired by the Company. No individual will receive awards of stock options or stock appreciation rights covering, in either case, more than 50,000 shares (subject to adjustment as described below) in any one fiscal year. The maximum number of shares of common stock to which restricted stock, restricted stock units, dividend equivalent rights and other types of stock-based or stock-related awards, that are, in each case, subject to the achievement of the performance goals described in the 2016 Omnibus Plan, that may be granted in the aggregate under the 2016 Omnibus Plan to any one individual may not exceed 50,000 shares (subject to adjustment as described below) in any one fiscal year. The maximum dollar limit for cash-based awards that may be granted under the 2016 Omnibus Plan to any one individual in any one fiscal year may not exceed $2,000,000.

The market value of our common stock on the record date (based upon the closing price on the NYSE) was $39.75 per share.

TYPES OF AWARDS

The 2016 Omnibus Plan provides for grants of stock options (both stock options intended to be “incentive stock options” under Section 422 of the Code and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, cash-based awards and other stock-based or stock-related awards (including performance awards) pursuant to which our common stock, cash or other property may be delivered. Each award will be evidenced by an award agreement, which will govern that award’s terms and conditions.

Stock Options. A stock option entitles the recipient to purchase shares of our common stock at a fixed exercise price. The exercise price per share will be determined by the Compensation Committee but will not be less than 100% of the fair market value of our common stock on the date of grant. Fair market value will generally be the closing price of our common stock on the NYSE on the date of grant. Stock options generally must

be exercised within 10 years from the date of grant. Except in connection with an equitable adjustment or a change in control, the Compensation Committee shall not without the approval of our shareholders lower the exercise price of an option after it is granted, cancel an underwater option in exchange for cash or another award, or take any other action that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the our shares of common stock are listed. If our shareholders approve the 2019 Amendment, shares subject to incentive stock options will not exceed 1,500,000 shares of our common stock.

Stock Appreciation Rights. A stock appreciation right entitles the recipient to receive shares of our common stock, cash or other property equal in value to the appreciation of the our common stock over the stated exercise price. The exercise price per share will be determined by the Compensation Committee but will not be less than 100% of the fair market value of our common stock on the date of grant. Fair market value will generally be the closing price of our common stock on the NYSE on the date of grant. Stock appreciation rights must be exercised within 10 years from the date of grant. Except in connection with an equitable adjustment or a change in control, the Compensation Committee shall not without the approval of our shareholders lower the exercise price of an stock appreciation right after it is granted, cancel an underwater stock appreciation right in exchange for cash or another award, or take any other action that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the our shares of common stock are listed.

Restricted Stock. Restricted stock consists of shares of our common stock that are registered in the recipient’s name, but that are subject to transfer and/or forfeiture restrictions for a period of time. The Compensation Committee may grant or offer for sale shares of restricted stock in such amounts, and subject to such terms and conditions, as the Compensation Committee may determine. The terms and conditions set forth by the Compensation Committee in the applicable award agreement may relate to vesting and nontransferability restrictions that will lapse upon the achievement of one or more goals related to the completion of service by the grantee or the achievement of performance goals. Subject to such limits as the Compensation Committee may determine from time to time, the recipient will have the same voting and dividend rights as our other shareholders; provided that in no event will dividends with respect to any restricted stock award subject to satisfaction of performance goals be payable prior to satisfaction of such performance goals. If our shareholders approve Proposal 4, dividends will be subject to all vesting requirements to the same

extent as the underlying award and shall only be paid, if at all, if such vesting requirements are satisfied.

Restricted Stock Units. A restricted stock unit is an unfunded, unsecured right to receive a share of our common stock, cash or other property at a future date. The Compensation Committee may grant restricted stock units in such amounts, and subject to such terms and conditions, as the Compensation Committee may determine. The terms and conditions set forth by the Compensation Committee in the applicable award agreement may relate to vesting and nontransferability restrictions that will lapse upon the achievement of one or more goals related to the completion of service by the grantee or the achievement of performance goals. The recipient will have only the rights of a general unsecured creditor of the Company and no rights as a shareholder of the Company until our common stock underlying the restricted stock units, if any, is delivered.

Cash-Based Awards. The Compensation Committee may grant cash-based awards based upon the achievement of one or more performance goals in such amounts and subject to such terms and conditions as the Committee may determine.

Other Stock-Based Awards. The Compensation Committee may grant other types of stock-based or stock-related awards, including the grant of unrestricted shares of our common stock in such amounts, and subject to such terms and conditions, as the Compensation Committee may determine. The terms and conditions set forth by the Compensation Committee in the applicable award agreement may relate to vesting and nontransferability restrictions that will lapse upon the achievement of one or more goals related to the completion of service by the grantee or the achievement of performance goals.

Dividend Equivalent Rights. The Compensation Committee may, in its discretion, include in the award agreement a dividend equivalent right entitling the recipient to receive an amount equal to all or any portion of the regular cash dividends that would be paid on the shares of our common stock covered by such award as if such shares had been delivered. Dividend equivalent rights may be payable in cash, shares of our common stock or other property as determined by the Compensation Committee. In no event will dividend equivalent rights with respect to any award subject to satisfaction of performance goals be payable prior to satisfaction of such performance goals. If our shareholders approve the 2019 Amendment, dividends and dividend equivalent rights will be subject to all vesting requirements to the same extent as the underlying award and shall only be paid, if at all, if such vesting requirements are satisfied.

PERFORMANCE GOALS

Performance goals applicable to an award may provide for a targeted level or levels of achievement using certain Company or individual performance measures as determined by the Compensation Committee. The performance goals may differ from grantee to grantee and from award to award. Any criteria used may be measured in absolute terms or relative to comparative companies. Such performance goals may include, but are not limited to: earnings; earnings per share; earnings before or after deduction for all or any portion of interest, taxes, depreciation and amortization; revenue; profits; profit growth; profit-related return ratios; return on capital, assets, equity, or investment; cost management; dividend payout ratios; market share; economic value added; cash flow; free cash flow; operating cash flow; stock price; total shareholder return; book value per share; net interest margin; working capital; expense targets; operating efficiency; asset quality; enterprise value; employee retention; asset growth; dividend yield; or other measures of performance that include one or more variations of the foregoing that are selected by the Compensation Committee. Any performance goals that are financial metrics, may be determined in accordance with United States Generally Accepted Accounting Principles (GAAP), or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP. The Compensation Committee shall have the authority to make adjustments to the performance goals in recognition of unusual or non-recurring events affecting our financial statements, or in response to changes in applicable laws, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. The Compensation Committee may make adjustments to the performance goals for the following non-exhaustive reasons: restructurings, discontinued operations, asset write-downs, significant litigation or claim judgments or settlements, acquisitions, divestitures, a reorganization or change in our corporate structure, foreign exchange gains and losses, a change in the fiscal years, business interruption events, unbudgeted capital expenditures, unrealized investment gains and losses and impairments. The performance goals may be applied either individually, alternatively or in any combination to the Company or a subsidiary, on a consolidated or individual company basis, or on a division, entity, line of business, project or geographical basis, either individually, alternatively or in any combination, as determined by the Compensation Committee, in its discretion.

CHANGE IN CONTROL

Unless otherwise determined by the Compensation Committee (or unless otherwise provided in the applicable award agreement or in an employment agreement), if a grantee’s employment is terminated by the Company or any successor entity thereto

without “cause,” (as defined in the 2016 Omnibus Plan), within two years after a “change in control,” as defined in the 2016 Omnibus Plan, each award granted to such grantee prior to such change in control shall become fully vested (including the lapsing of all restrictions and conditions) and, as applicable, exercisable as of the date of such termination of employment, and any shares of common stock deliverable pursuant to restricted stock units shall be delivered promptly (but no later than 15 days) following such grantee’s termination of employment, provided that, all performance-based awards shall be (x) considered to be earned and payable based on achievement of performance goals or based on target performance (either in full or pro rata based on the portion of performance period completed as of the date of the change in control), and any limitations or other restrictions shall lapse and such performance-based awards shall be immediately settled or distributed or (y) converted into restricted stock or restricted stock unit awards based on achievement of performance goals or based on target performance (either in full or pro rata based on the portion of performance period completed as of the date of the change in control).

Notwithstanding anything in the previous paragraph to the contrary, in the event of a change in control, the Compensation Committee may cancel awards for in-the-money spread value for stock options and stock appreciation rights and for fair value for other awards (as determined in the sole discretion of the Compensation Committee), provide for the issuance of substitute awards or provide that for a period of at least 20 days prior to the change in control, stock options or stock appreciation rights will be exercisable as to all shares of common stock subject thereto and that any stock options or stock appreciation rights not exercised prior to the consummation of the change in control will terminate and be of no further force or effect as of the consummation of the change in control.

U.S. FEDERAL INCOME TAX IMPLICATIONS OF AWARDS

The following is a brief description of the U.S. federal income tax consequences generally arising with respect to the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, cash-based awards and dividend equivalent rights. This summary is not intended to (and does not) constitute tax advice to recipients of awards and is not intended to be exhaustive and, among other things, does not describe state, local or foreign tax consequences. Recipients are advised to consult with their own independent tax advisors with respect to the specific tax consequences that, in light of their particular circumstances, might arise in connection with their receipt of awards under the 2016 Omnibus Plan, including any state, local or foreign tax consequences and the effect, if any, of gift, estate and inheritance taxes.

Stock Options and Stock Appreciation Rights. The grant of a stock option or stock appreciation right will create no tax consequences for the recipient or the Company at the grant date. A recipient will generally not recognize taxable income upon exercising an incentive stock option except that the alternative minimum tax may apply (depending on the recipient’s individual circumstances). Upon exercising a stock option (other than an incentive stock option) or stock appreciation right, the recipient will recognize ordinary income equal to the excess of the fair market value of the freely transferable and nonforfeitable common stock (and/or cash or other property) acquired on the date of exercise over the exercise price, and will be subject to FICA (Social Security and Medicare) taxation in respect of such amounts.

If a recipient holds the common stock acquired under the incentive stock option for at least two years from the grant date and one year from the exercise date (the “Required Holding Period”), any gain or loss realized by the recipient upon the subsequent disposition of such common stock will be taxed as long-term capital gain or loss, and such amounts will not be subject to FICA taxation. Upon a disposition of common stock acquired upon exercise of an incentive stock option before the end of the Required Holding Period, the recipient generally will recognize ordinary income equal to the lesser of (i) the excess of the fair market value of the common stock at the date of exercise of the incentive stock option over the exercise price, or (ii) the amount realized upon the disposition of the incentive stock option common stock over the exercise price. Otherwise, a recipient’s disposition of common stock acquired upon the exercise of a stock option (including an incentive stock option for which the Required Holding Period is met) or stock appreciation right generally will result in short-term or long-term capital gain or loss measured by the difference between the sale price and the recipient’s tax basis in such common stock (the tax basis in stock option common stock generally being the exercise price plus any amount recognized as ordinary income in connection with the exercise of the stock option, although special rules may apply if the exercise price is paid in previously acquired common stock).

Restricted Stock. Generally, the recipient of an award of restricted stock will not recognize ordinary income or be subject to FICA taxation at grant unless the award is vested at grant. Instead, the recipient generally will recognize ordinary income when the restricted stock becomes vested, equal to the excess, if any, of the fair market value of the common stock on the date it becomes vested over any amount paid by the recipient in exchange for the common stock (and such excess will be subject to FICA taxation). A recipient may, however, file an election with the Internal Revenue Service, within 30 days of his or her receipt of the award, to recognize ordinary income, as of the grant date, equal to the excess, if any, of the fair market value of the common stock on the grant date over any amount paid by the recipient in exchange for the common stock. The recipient’s basis for determining gain or loss upon the subsequent disposition of

common stock acquired pursuant to the award will be the amount paid for the common stock plus any ordinary income recognized either when the common stock is received or when the common stock becomes vested. Upon the disposition of any common stock received pursuant to the award, the difference between the sales price and the recipient’s basis in the common stock will be treated as a capital gain or loss and generally will be characterized as long- or short-term depending on the period the recipient held such common stock after the vesting date.

Restricted Stock Units. A recipient of a restricted stock unit (whether time-vested or subject to achievement of performance goals) will not recognize ordinary income or be subject to FICA taxation at grant (unless the restricted stock unit is vested at grant, in which case FICA taxation applies at grant). Instead, a recipient will be subject to FICA taxation at the time any portion of such award vests and will be subject to income tax at ordinary rates on the fair market value of the common stock or the amount of cash received on the date of delivery in settlement of the restricted stock unit. The recipient’s tax basis for purposes of determining any subsequent gain or loss from the sale of the common stock will be equal to the fair market value of the common stock (if any) received on the delivery date, and the recipient’s holding period (for capital gain purposes) with respect such common stock will begin at the delivery date. Gain or loss resulting from any sale of common stock delivered to a recipient will be treated as long- or short-term capital gain or loss depending on the length of the holding period.

Cash-Based Award/Dividend Equivalent Rights. A recipient of a cash-based award or dividend equivalent right will not recognize ordinary income or be subject to FICA taxation at grant. Instead, a recipient will be subject to FICA taxation at the time any portion of such award vests and generally will be subject to income tax at ordinary rates when the award is settled or paid.

Deduction. The Company generally will be entitled to a tax deduction equal to the amount recognized as ordinary income with respect to awards of stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, cash-based awards and other stock-based or stock-related awards. The Company will not be entitled to any tax deduction with respect to an incentive stock option if the recipient holds the common stock for the Required Holding Period prior to disposition of the common stock, and is generally not entitled to a tax deduction with respect to any amount that represents a capital gain to a recipient or that represents compensation in excess of $1 million paid to “covered employees” pursuant to Section 162(m) of the Code. For this purpose, a “covered employee” means our chief executive officer, our chief financial officer and our three highest compensated employees other than the chief executive officer and the chief financial officer (based on compensation reported to our shareholders).

Section 409A. The terms of the 2016 Omnibus Plan and each award are intended to be exempt from or to comply with Section 409A of the Code, which imposes specific restrictions on nonqualified deferred compensation arrangements.

TRANSFER RESTRICTIONS

No award (or any rights or obligations thereunder) granted to any person under the 2016 Omnibus Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged (including through the use of any cash-settled instrument), other than by will or by the laws of descent and distribution. All awards (and any rights thereunder) will be exercisable during the life of the recipient only by the recipient or by the recipient’s legal representative. The Compensation Committee may permit the transfer of an award (that is not an incentive stock option) under such terms and conditions that it deems appropriate in its sole discretion; provided, however, no award may be transferred for value.

CLAWBACK/RECOUPMENT

Awards under the 2016 Omnibus Plan may be subject to recoupment or clawback as may be required by applicable law, or the Company’s recoupment, or “clawback” policy as it may be amended from time to time.

AMENDMENT AND TERMINATION

Generally, Our Board may from time to time suspend, discontinue, revise or amend the 2016 Omnibus Plan. Unless otherwise determined by our Board, shareholder approval of any suspension, discontinuance, revision or amendment will be obtained only to the extent necessary to comply with any

applicable laws, regulations or rules of a securities exchange or self-regulatory agency. No amendment or alteration of the repricing provisions of the 2016 Omnibus Plan will be effective without the approval of the shareholders of the Company.

Unless previously terminated by our Board, the 2016 Omnibus Plan will terminate on May 17, 2026, but any outstanding award will remain in effect until the underlying shares are delivered or the award lapses.

NEW PLAN BENEFITS

As described above, the Compensation Committee, in its discretion, will select which employees, consultants or advisors receive awards and the size and types of those awards. It is, therefore, not possible to predict the awards that will be made to particular individuals or groups under the 2016 Omnibus Plan. No awards have been granted to our named executive officers under the 2016 Omnibus Plan. Our executive officers are seconded to us from our Manager and thus are not eligible for awards under the 2016 Omnibus Plan. Our directors are not eligible for awards under the 2016 Omnibus Plan. The value of director share units awarded to non-employee directors in fiscal 2018 under the 2014 Independent Directors’ Equity Plan are set forth in the Director Compensation table.

The following table provides information with respect to awards granted under the 2016 Omnibus Plan to our employees since its inception in 2016. As stated above it is not possible to determine the amounts of awards that will be granted in the future to participants under the 2016 Omnibus Plan, as amended by the 2019 Amendment. As of March 31, 2019, approximately 3,300 employees, consultants and advisors are currently eligible for grants of awards under the plan.

RECOMMENDATION OF THE BOARD

Our Board recommends that you vote FOR the approval of Amendment No. 1 to the Macquarie Infrastructure Corporation 2016 Omnibus Employee Incentive Plan.

Liam Stewart, 41, was appointed chief financial officer of the Company effective June 30, 2015. He joined Macquarie in April 2014 and served as asset director for the Company’s Atlantic Aviation business. In addition, he led various holding company projects including the growth of the Contracted Power business, prior to becoming chief financial officer of the Company.

From 2009 through 2013, before joining Macquarie, Mr. Stewart served as senior vice president and management partner at Global Tower Partners, then a Macquarie-affiliated private real estate investment trust owning and operating cellular communications towers in the U.S., Mexico, Costa Rica and Panama. Prior to joining Global Tower Partners, Mr. Stewart was employed by Macquarie with responsibility for listed media and telecommunications investments in North America.

Jay Davis, 60, joined the Company in May 2005 and has primary responsibility for investor relations on behalf of the Company. In addition to his investor relations responsibilities, Mr. Davis serves as a director on several of MIC’s operating companies.

Mr. Davis also advises Macquarie’s fund management business in the Americas on investor relations matters across its portfolio of funds. Collectively, these funds own and operate infrastructure

businesses with an aggregate equity value of approximately $15 billion.

Prior to joining Macquarie, Mr. Davis spent 22 years with the MONY Group, a provider of insurance and investment products and services, where he last served as Senior Vice President, Investor Relations. Prior to that, he was head of Corporate Development, and held a number of sales and sales management positions during his tenure with MONY.

Michael Kernan, 60, was appointed General Counsel and Secretary of the Company effective January 22, 2010. He joined Macquarie in June 2006 as a division director and serves as in-house counsel for several externally managed investment fund vehicles where his responsibilities include overseeing fund legal and regulatory matters and advising on the execution of investment acquisitions and divestitures.

Prior to joining Macquarie in 2006, Mr. Kernan was a partner at the McGuireWoods, LLP and Jenner & Block, LLP law firms. He has over 25 years of experience as a corporate lawyer for public and private companies and fund sponsors, advising on matters including fund formation and management, M&A transactions, securities law compliance, and corporate governance.

RELATED PARTY TRANSACTIONS POLICIES

Our Board recognizes that related party transactions present a heightened risk of conflicts of interest and therefore has adopted internal policies to be followed in connection with related party transactions.

The Company’s Audit Committee is required to approve all related party transactions, including transactions in which the Company is a participant, the amount involved exceeds $120,000 in any fiscal year in which a related party has a material interest. Related parties include directors, executive officers, holders of our 5% of the Company’s voting stock and Macquarie or its subsidiaries (or any immediate family members of the foregoing).

In considering any related party transaction, the Audit Committee considers all relevant factors including, among others, the benefits to the Company, the related party’s interest in the transaction, whether the terms are at arm’s length, any potential impact on director independence and the opportunity costs of other sources for comparable products or services.

Our Board has also adopted a written policy pursuant to which it has pre-approved certain types of transactions with related parties assuming certain conditions are met. The pre-approval policy permits foreign exchange, depository and similar transactions (such as the establishment of bank, brokerage and custodial accounts) for which the terms provided by the related party are equal or more favorable to us than those quoted by unaffiliated counterparties. All pre-approved transactions are included as a standing item in reports to the Company’s Board and Audit Committee at regular meetings.

OUR RELATIONSHIP WITH MACQUARIE

Macquarie Infrastructure Management (USA) Inc., our Manager, is a part of Macquarie. From time to time, we have entered into, and in the future we may enter into, transactions and relationships

involving Macquarie, its affiliates, or vehicles managed by Macquarie. As discussed above, our Audit Committee is required to approve all related party transactions, including those involving Macquarie, except for those pre-approved by our Board. Our chairman and chief executive officer also served as directors without compensation for affiliates of our Manager within Macquarie.

CONTRACTUAL ARRANGEMENTS WITH OUR MANAGER

Our Manager’s Investment in the Company and Registration Rights

At March 31, 2019 and December 31, 2018, our Manager held 12,659,467 and 12,477,438 shares, respectively, of our Company. Pursuant to the terms of the Third Amended and Restated Management Services Agreement (Management Services Agreement), our Manager may sell these shares at any time. Under the Management Services Agreement, our Manager, at its option, may reinvest base management fees and performance fees, if any, in shares of our Company. From May 2018 through September 2018, our Manager bought 5,987,100 shares in the open market. Our Manager’s holdings at March 31, 2019 represented 14.7% of our outstanding common stock.

We entered into a registration rights agreement with our Manager under which we agreed to file a shelf registration statement under the Securities Act relating to the resale of shares owned by our Manager. In addition, our Manager may also require us to include its shares in future registered offerings that we conduct, subject to cutback at the option of the underwriters of any such offering.

Through March 31, 2019 and for the year ended December 31, 2018, we paid our Manager cash dividends on shares held for the following periods:

Management Services Agreement

Management and Fees. We are a party to a Management Services Agreement subject to the oversight and supervision of our Board. Our Manager is responsible for and oversees the management of our operating businesses. In addition, our Manager has the right to elect the chairman of our Board of our Company, subject to minimum equity ownership, and to assign, or second, to our Company, two of its employees to serve as chief executive officer and chief financial officer of the Company and seconds or makes other personnel available as required. Our Board member elected by our Manager does not receive any compensation (other than out-of-pocket expenses) and does not have any special voting rights.

In accordance with the Management Services Agreement, our Manager is entitled to a monthly base management fee based primarily on our Company’s market capitalization, and potentially a quarterly performance fee based on the total shareholder return relative to a U.S. utilities index. Currently, our Manager has

elected to reinvest the base management fees and performance fees, if any, in additional shares. Through February 2019 and for the year ended December 31, 2018, we incurred base management fees of $5.0 million and $44.9 million, respectively. We did not incur a performance fee for the year ended December 31, 2018.

Effective November 1, 2018, our Manager waived two portions of the base management fee to which it was entitled under the terms of the Management Services Agreement. In effect, the waivers cap the base management fee at 1% of our Company’s equity market capitalization less any cash balances at the holding company. The waiver applies only to the calculation of the base management fees and not to the remainder of the Management Services Agreement. MIMUSA reserves the right to revoke the waivers and revert to the prior terms of the Management Services Agreement, subject to providing our Company with not less than a one year notice. A revocation of the waiver would not trigger a recapture of previously waived fees.

Our Manager is not entitled to any other compensation and all costs incurred by our Manager, including compensation of seconded staff, are paid by our Manager out of its base management fee. However, we are responsible for other direct costs including, but not limited to, expenses incurred in the administration or management of our businesses, income taxes, audit and legal fees, acquisitions and dispositions and its compliance with applicable laws and regulations. During the year ended December 31, 2018, our Manager charged us $1.1 million for reimbursement of out-of-pocket expenses.

Acquisition Opportunities. Under the terms of the Management Services Agreement, our Manager has exclusive responsibility for reviewing and making recommendations to the Board with respect to acquisition opportunities and dispositions. In the event that an opportunity is not originated by our Manager, our Board must seek a recommendation from our Manager prior to making a decision concerning any acquisition or disposition. Our Manager and its affiliates refer to our Board any acquisition opportunities in accordance with the U.S. acquisition priorities below that are made available to

Macquarie Infrastructure and Real Assets division of Macquarie unless our chief executive officer determines that such opportunity does not meet our acquisition criteria adopted by our Board. To the extent Macquarie entities outside Macquarie Infrastructure and Real Assets division develop or become aware of acquisition opportunities, they are not obligated to offer us these opportunities.

Pursuant to our Management Services Agreement, we have first priority ahead of all current and future entities managed by our Manager or by members of Macquarie within Macquarie Infrastructure and Real Assets division in each of the following acquisition opportunities that are within the United States:

“User pays” assets mean businesses that are transportation-related and derive a majority of their revenues from a per use fee or charge.

Contracted assets mean businesses that derive a majority of their revenues from long-term contracts with other businesses or governments.

Regulated assets mean businesses that are the sole or predominant providers of at least one essential service in their service areas and where the level of revenue earned or charges imposed are regulated by government entities.

We have first priority ahead of all current and future entities managed by our Manager or any Manager affiliate in all investment opportunities originated by a party other than our Manager or any Manager affiliate where such party offers the opportunity exclusively to us and not to any other entity managed by our Manager or any Manager affiliate within Macquarie Infrastructure and Real Assets division. Other than these four specific types of opportunities, our Manager does not have an obligation to offer to us any particular acquisition opportunities, even if they meet our investment objectives, and the Manager and its affiliates can offer any or all other acquisition opportunities on a priority basis or otherwise to current and future funds, investment vehicles and accounts sponsored by the Manager or its affiliates. Our businesses may compete with these entities for investment opportunities, and there can be no assurance that we will prevail with respect to such investments.

In addition, our management may determine not to pursue investment opportunities presented to us by our Manager, including those presented on a priority basis. If our management waives any such opportunity, our Manager and its affiliates may offer such opportunity to any other entity, including any entities sponsored or advised by members of Macquarie Infrastructure and Real Asset division of Macquarie. As such, every acquisition opportunity presented to us by our Manager may not be pursued by us and may ultimately be presented to entities with whom we compete for investments.

Preferred Financial Advisor. Affiliates of Macquarie, including Macquarie Capital (USA) Inc., or MCUSA, have preferred provider status in respect of any financial advisory services to be contracted for by us. If we contract with MCUSA for such services, such contracts will be based on market terms and subject to approval by our Audit Committee. Any fees payable

to MCUSA for such financial advisory services are in addition to fees paid under the Management Services Agreement. The use of MCUSA does not preclude our use of similar services provided by any third-party vendors, and we have used other advisors from time to time.

OTHER TRANSACTIONS WITH MACQUARIE

We use the resources of Macquarie with respect to a range of advisory, procurement, insurance, hedging, lending and other services. Engagements involving members of Macquarie are reviewed and approved by the Audit Committee of our Board. Macquarie affiliates are engaged on an arm’s length basis and frequently as a member of syndicate of providers whose other members establish the terms of the interaction.

Long-Term Debt

In January 2018, we completed the refinancing and upsizing of our holding company’s senior secured revolving credit facility from $410.0 million to $600.0 million and extended the maturity through January 3, 2022. As part of the refinancing and upsizing, MIHI LLC’s $50.0 million commitment was replaced by a $40.0 million commitment from Macquarie Capital Funding LLC. As part of the closing, we paid Macquarie Capital Funding LLC $80,000 in closing fees.

Prior to the refinancing in January 2018, we incurred $4,000 in interest expense for the year ended December 31, 2018 related to MIHI LLC’s portion of the MIC senior secured revolving credit facility. Subsequent to the refinancing in January 2018, the Company incurred $454,000 in interest expense related to Macquarie Capital Funding LLC’s portion of the MIC senior secured revolving credit facility for the year ended December 31, 2018.

Other Transaction

In May 2018, we sold our equity interest in projects involving two properties to Macquarie Infrastructure and Real Assets, Inc. (“MIRA Inc.”), an affiliate of our Manager, for their cost of approximately $27.1 million. We retained the right to 20% of any gain on a subsequent sale by MIRA Inc. to a third party of a more than 50% interest in either or both of the projects.

VOTING INSTRUCTION AND INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by our Board of Macquarie Infrastructure Corporation, a Delaware corporation, for the Annual Meeting of Shareholders of Macquarie Infrastructure Corporation to be held on Wednesday, May 15, 2019 at 10:00 A.M. (Eastern Time) at Carnegie Hall, 881 7th Avenue, New York, New York, 10019. You also can participate in the Annual Meeting online, vote your shares electronically and submit questions during the Meeting and for any subsequent adjournments or postponements of the 2018 Annual Meeting of Shareholders, by visiting www.virtualshareholdermeeting.com/MIC19. You will need your 16-Digit Control Number to access the Annual Meeting. In addition, you may listen and submit your questions via conference call at 1-877-328-2502. Please note that you will not be able to vote your shares via conference call. The notice of Annual Meeting, proxy statement and proxy are first being distributed to shareholders on or about April 2, 2019.

Purpose of Meeting

As described in more detail in this proxy statement, shareholders will vote on the following proposals at the Annual Meeting:

Internet, Conference Call and Electronic Availability of Proxy Materials