Berry Corporation (BRY) Earnings Call Transcript & Summary

Good morning. It is now 8:00 Pacific Time on May 19, 2021. I would like to call the Berry Corporation 2021 Annual Meeting of Stockholders to order. I'm Trem Smith, Chair of Berry's Board of Directors and the company's Chief Executive Officer. Welcome, and thank you for joining us. Dani Hunter, the company's Executive Vice President, General Counsel and Corporate Secretary, will act as secretary of this meeting, and she has also been appointed to act as inspector of the election. Dani has signed the oath of office of inspector of election, which will be filed with the company's records of this meeting. Also joining us today are the other members of the Board, including Lead Independent Director, Anne Mariucci; Berry's Executive Vice President and Chief Financial Officer, Cary Baetz. I would like to welcome Ryan Hall of KPMG, Berry's independent audit firm. He will be available to answer questions from stockholders. I will now briefly cover a few formalities. We have posted online an agenda as well as rules of conduct for this meeting that we will follow in carrying out the business of this meeting. As you all know, this is a virtual-only stockholders meeting. March 22, 2021, was set by the Board as the record date for this meeting. Only stockholders of record as of the close of business on the record date are entitled to attend, address and vote at this meeting. If you are a stockholder as of the record date, you may vote during the meeting by online ballot via the virtual meeting portal. Stockholders are also welcome to submit questions or comments via the virtual meeting portal. We will address questions about the voting proposals and business purpose of this meeting later in the meeting. Any questions about unrelated matters will be addressed after the meeting. Our first item of business is to confirm that notice of this meeting was duly given and to determine that we have a quorum for the purpose of transacting this meeting. The inspector of election will report on these matters.

Thank you, Trem. I have 2 documents establishing that notice was properly given: the notice and access and proxy statement filed with the SEC on April 5, 2021; and an affidavit from the company's distribution agent, certifying that on April 5, 2021, mailing of the notice and access to stockholders commenced. These documents are available for inspection, and copies will be filed with the record of this meeting. As of the record date, there were 80,471,022 outstanding shares of common stock entitled to vote at the meeting, with each share entitling the holder of record to one vote. I've determined that there are stockholders in attendance, either present in person or represented by proxy, voting approximately [Audio Gap] Accordingly, we have a quorum. A list of the company's registered stockholders as of the record date and the inspector of election report are also available for inspection, and copies will be filed with the records of this meeting. Legal notice haven't been duly given. And with the holders of more than a majority of the shares entitled to vote present, I now declare this meeting to be duly convened for purposes of transacting such business as may properly come before it.

Thank you, Dani. No notice as required by the company's bylaws or stockholder proposal, as required by Rule 14a-8 of the Exchange Act, was received pertaining to additional nominations for election as a director or for other business to be brought at the meeting. Accordingly, only the matters listed in the proxy statement will be entertained at this meeting. As described in detail in the proxy statement, the proposals before the stockholders are as follows: first, to vote upon each of the 6 director nominees named in the proxy statement to serve on the company's Board until the Annual Stockholders' Meeting to be held in 2022 and until their successors have been elected and qualified. The Board recommends the reelection of each of the 6 director nominees. Second, to ratify the appointment by the Audit Committee of KPMG LLP as the company's independent registered public accounting firm for the 2021 fiscal year. The Board recommends approval of this proposal. We will now open the meeting to stockholder questions on these proposals. If you have a question or a comment related to these proposals, please submit them now via the virtual meeting portal. Having received no questions related to these proposals, we will now proceed to vote upon these proposals. It is now 8:05 Pacific Time on May 19, 2021, and I declare the polls open for voting. If you have already voted, you need not vote again. If you have not voted and wish to vote now or if you would like to change your vote, you may do so online at www.proxydocs.com/bry. [Voting]

While the polls are held open, Dani will provide the preliminary voting results.

Based on our preliminary tabulation of the votes cast prior to the start of today's meeting, each of the 6 director nominees received more than a plurality of the total shares voted. I, therefore, declare that these individuals have been duly elected to the Board. The proposal to ratify the appointment of KPMG as the company's independent registered public accounting firm for 2021 also received more than a majority of the total shares voted. I, therefore, declare this proposal adopted and approved.

It is now 8:06 Pacific Time on May 19, 2021, and I declare the polls closed. The inspector of election will tabulate the final results on all proposals and such will be subsequently announced in a current report on Form 8-K filed with the SEC and will be filed with the records of this meeting. I'm aware of no other business that should be brought before this meeting, and the business for which this Annual Stockholder Meeting was held is now complete. On behalf of the Board of Directors and our executive team, I want to thank you for your support and trust in our company and for attending today's meeting. If you have submitted questions or comments not related to the purpose of this meeting, we will respond to them after the meeting. It is now 8:07, and the Berry Corporation 2021 Annual Stockholders' Meeting is hereby adjourned.