Black Stone Minerals, L.P. (BSM) Earnings Call Transcript & Summary

Thank you very much. Good afternoon, ladies and gentlemen. It's now a little bit after 12 and in accordance with the notice of the annual meeting, I'll call the Black Stone Minerals, L.P. 2021 annual meeting of limited partners to order. I'm Tom Carter, CEO and Chairman of the Board and candidate for election as Director. I'll preside at today's meeting, and Steve Putman will act as Secretary of the meeting. On behalf of the Board, I welcome you to the annual meeting. I'd like to start -- I'd like to take a moment to introduce the members of our current Board and executive officers. The nonmanagement Directors in attendance today are: Carin Barth, Mark DeWalch, Jerry Kyle, Michael Linn, John Longmaid, Will Mathis, Will Randall, Sandy Stuart and Allison Thacker. The executive officers in attendance today are Steve Putman, Dawn Smajstrla and Jeff Wood. In addition, I'd like to recognize Jill Ahrens and Lisa Goodman, who are also in attendance as representatives of Ernst & Young LLP, our current independent registered public accounting firm. Ms. Ahrens and Ms. Goodman will be available to answer questions during the Q&A period following the adjournment of the formal business. I have appointed Steve Putman to act as the inspector of the election for the meeting. The inspector of election has taken the oath of office, which I directed to be filed with the partnership records. I'm going to turn it over to the Secretary. Steve?

Thanks, Tom. It's important that we have an orderly meeting. You can access the agenda via the web portal, which we will strictly follow along carrying out the business of this meeting. As you'll see on the agenda, time has been allotted later in the meeting for discussion as well as any questions or comments you may have concerning the matters to be voted on this afternoon. Please keep in mind that as this year's meeting is in a virtual-only format, you'll be able to submit questions that we will answer at the appropriate time later in the meeting as long as questions are relevant to the meeting. So that all the items on the agenda may be presented before that time, the election of Directors, the ratification of the selection of our independent registered public accounting firm for fiscal year 2021 and the approval on a nonbinding advisory basis of the compensation of our named executive officers for the fiscal year ended December 31, 2020, will be presented first in succession without comment. After these matters have been presented, the polls will be opened, and questions germane to these matters may be asked up to a maximum of 30 minutes, after which time the polls will be closed. After a presentation of the matters to be voted on, you may vote via the web portal. Of course, if you have already voted, you need not to vote again at this meeting. If you have not voted or if you would like to change your vote, you may do so by following the directions on the web portal. If you intend to vote at the meeting, please send a message through the message board on the portal so that we'll know to wait for your vote until we close the poll. Again, please be assured that later in the meeting, after the action items on today's agenda have been presented, appropriate questions and comments will be answered. If any unitholder has any matter of individual concern, please raise it after the meeting.

There are a few formalities to cover before we get into the business of the meeting. Will the Secretary please report on the record date, listing of unitholders, notice, quorum and matters to be considered at today's annual meeting.

April 19, 2021, was set by resolution of the Board of the record day for today's annual meeting. All unitholders of record or their proxy holders at the close of business on April 19 are entitled to vote at the annual meeting. If you would like to view the listing of unitholders out of the record date, please ask a question saying so, and we'll provide them. Notice of this meeting was duly given in accordance with the partnership agreement. We received an affidavit from the partnership's transfer agent, American Stock Transfer and Trust Company, certifying that the Notice of Internet Availability of Proxy Materials was sent to all unitholders on or about April 30, 2021. The Affidavit will be filed with the partnership's record. As set forth in the agenda and the notice of the Annual Meeting, the matters to be considered at today's Annual Meeting are: first, the election of Directors, the Board of Directors of the general partner, each to serve until the 2022 Annual Meeting of limited partners, and thereafter, until such Director's successors will have been duly elected and qualified or until such Directors' earlier adept resignation or renewal. Second, the ratification of the appointment of Ernst & Young LLP as the partnership's independent registered public accounting firm for the fiscal year ending December 31, 2021. And last, the approval on a nonbinding advisory basis of the compensation of the general partners' named executive Officers for the fiscal year ended December 31, 2020. Each of the matters to be considered today is described in the proxy statement, which accompany the notice of the annual meeting.

Thank you. Okay. The Secretary has advised us that a quorum is present. Legal notice having been given, this meeting is now convened and open for the transaction of business. As previously mentioned, the items of business being submitted to the unitholders for today's -- for action today's meeting are the election of Directors, the ratification of the appointment of E&Y and the say on pay vote. We will now have the presentation for the Directors nominations, the ratification of the selected partners independent general public accounting firm and the approval of a nonbinding advisory -- on a nonbinding advisory basis of the compensation of our named executive officers. The first item of business is the election of Directors. The Board's nominees for election to serve until 2022 annual meeting are Carin Barth, Tom Carter, Mark DeWalch, Jerry Kyle, Michael Linn, John Longmaid, Will Mathis, Will Randall, Sandy Stuart and Allison Thacker. The second item of business is the ratification of the appointment of Ernst & Young LLP as the partner's independent registered public accounting firm for the fiscal year ending December 31, 2021. The final item of business is the approval on a nonbinding advisory basis of the compensation of the general partners named executive officers for the fiscal year ending December 31, 2020. There are no other proposals to come before this meeting since management has not made any other proposals and no other formal proposals were submitted by unitholders in the manner prescribed in the partnership agreement, which requires that certain information concerning unitholder proposals be provided to the partnership before the date of the meeting. It's now 8 minutes after 12 on June 17, 2021, and I declare the polls open for voting on the election of directors, the ratification of appointment of E&Y and the say on pay. It's important that each unitholder be given an opportunity to cast his or her vote. Accordingly, the polls will remain open until such time. It does not appear any votes are being cast through the web portal up to a maximum of 30 minutes. If you've already voted, you need not vote again at this meeting. If you have not voted or if you would like to change your vote, you may do so by following the directions on the web portal and submitting a question to the portal so that we can wait for you to finish voting. You may vote at this time. [Voting]

Okay. This concludes the matters to be considered and voted upon at today's meeting. It's now 10 after 12 on June 17, 2021, and I declare the polls closed. The inspector of elections will count the votes. Will the secretary please announce the preliminary voting results?

Based on a preliminary tabulation of the votes, a plurality of the votes cast were in favor of each of the partnership's nominees for directors of the general partner, each to serve until the 2022 Annual Meeting of Limited Partners and thereafter until such director's successor shall have been duly elected and qualified or until such directors' earlier adept resignation or removal. Based on the preliminary tabulation of the votes, the majority of the votes cast were in favor of ratification of the appointment of Ernst & Young LLP as the partnership's independent registered public accounting firm for the fiscal year ending December 31, 2020. Based on the preliminary tabulation of the votes, a majority of the votes cast were in favor of the approval on a nonbinding advisory basis of the compensation of the general partners named executive Officers for the fiscal year ended December 31, 2020. The final voting results will be tallied and subsequently announced in accordance with the requirements of the Securities and Exchange Commission.

Following the conclusion of the business portion of this meeting, we will continue with a question-and-answer session. I'm aware of no other business that should be brought before this meeting. Accordingly, I declare this meeting adjourned. We will now be pleased to answer any questions or address any comments asked during the meeting about the partnership to the extent that they do not require us to disclose material nonpublic information. We have no questions on the message board [Audio Gap] LLC. I want to thank you for attending today's meeting.

This concludes the meeting. You may now disconnect.