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

Good afternoon, ladies and gentlemen. It's now 12:00 in accordance with the notice of the annual meeting. I'm calling the Black Stone Annual Meeting to order. I'm Tom Carter, CEO and Chairman and a candidate for director. I'll preside over today's meeting, and Steve Putman will act as Secretary of the meeting on behalf of the Board, and welcome you to the Annual Meeting. I'd like to take a moment to introduce the members of our current Board of Directors and Executive Officers. Non-management directors in attendance today are Carin Barth, Mark DeWalch, Jerry Kyle, Mike Linn, John Longmaid, Will Mathis, Will Randall, Sandy Stuart and Allison Thacker. The Executive Officers in attendance today are Jeff Wood, Carrie Clark, Steve Putman and Dawn Smajstrla. In addition, I'd like to recognize Shilts Aaron and Lisa Goodman, who are also in attendance as representatives of Ernst & Young, our current independent registered public accounting firm. Ms. Aaron, and Ms. Goodman will be available to answer questions during the Q&A period during -- following the adjournment of the formal business. I've appointed Steve Putman to act as the inspector of the election for the meeting. The inspector of the election has taken the Oath of Office, which are directed to be filed with the partnership's records. It's important that we have an orderly meeting. You can access the agenda via the web portal, which we will strictly follow in carrying out the business of the meeting. As you will see on the agenda, it's time has been allotted later in the meeting for any questions and comments you may have concerning the matters to be voted upon this afternoon. Please keep in mind that as this year's meeting is in a virtual-only format, you will be able to submit questions that we will answer at the appropriate time later in the meeting as long as the questions are relevant to the meeting. If any unitholder has any matter of individual concern, please raise it after the meeting. So that all the items on the agenda may be presented before the time -- before that time. The election of directors, the ratification of the selection of independent registered public accounting firm for fiscal '22 the approval of -- on a nonbinding advisory basis of compensation for our named executives for the fiscal year ending December 31, '21, will be presented first in succession without comment. After these matters have been presented, the polls will be open 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 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 vote again, at this meeting. If you have not voted or if you would like to change your vote, you may do so following the directions on the web portal. There are a few formalities to cover before we get into the business meeting. Will the Secretary please report on the record date, listing of unitholders' notice, quorum and matters to be considered at today's meeting?

April 18, 2022, was set by resolution of the Board of Directors as the record date for today's annual meeting. All unitholders of record or their proxy holders at the close of business on April 18 are entitled to bite at the annual meeting. You would like to be the listing of unitholders as of the record date. Please ask a question [indiscernible]. Notice of this meeting was duly given in accordance with the partnership agreement. We received an affidavit from the partnership's transfer agent at American Stock Transfer & Trust Company, certifying that the Internet Availability of Proxy Materials listen to all unitholders on or about May 2, 2022. The affidavit will be filed with the partnership's records. Set forth in the agenda and the minutes of the annual meeting, the matters to be considered at today's annual meeting are: first, the election of directors to the Board of Directors of the general partner each to serve until the 2023 Annual Meeting of Limited Partners and thereafter, until such director successor will have been duly elected and qualified. Our [indiscernible] directors earlier depth resignation or movable. 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, 2022; and third, the approval on a nonbinding advisory basis of the compensation of the General Partner's named executive officers for the fiscal year ended December 31, 2021. Each of the matters to be considered today is described in the proxy statement, which accompanied the notice of the annual meeting.

Thank you. The Secretary has advised us that a quorum is present. Legal notice has been given, this meeting is now convened and open for transaction of business. As previously mentioned, the items of business being submitted to the unitholders 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 of the proposals. First, the first item is the election of the directors. The Board needs for election to serve until 2023 Annual Meeting are Carin Barth, Mark DeWalch, Jerry Kyle, Mike 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 partnership's independent registered public accounting firm for the fiscal year ended December 31, '22. Final action is the approval on a nonbinding advisory basis of the compensation of the General Partners named executive officers for the fiscal year ended December 31, 2021. There are no other proposals to come before this meeting since management has not made any other proposals, and no other proposals were submitted by the unitholders in the manner prescribed in the partnership agreement, which requires that certain information concerning unitholder proposals being provided through the partnership before the date of the meeting. It is now 12:06 on June 16, 2022, and I now declare the polls open for voting on the election of directors, the ratification of the appointment of E&Y and the say on pay book. It's important that each unitholder be given an opportunity to cast his or her vote. Accordingly, the polls will remain open until it's time -- it appears -- it does not appear any votes are being cast through the web portal up to a maximum of 30 minutes. If you have already voted, you need not vote again at this meeting. If you have not voted or 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. We haven't seen any votes coming in. So I'm going to say that this concludes the matters to be considered and voted upon at today's meeting. It's now 12:07 on June 16, 2022, and I now declare the polls closed. The inspector of the election will count the votes. Will the secretary please announce the preliminary voting results.

Based on the preliminary tabulation of the date, 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 2023 Annual Meeting of Limited Partners. And thereafter until such director successor or been duly elected and qualified or until [indiscernible] at resignation or [indiscernible]. Based on a preliminary tabulation of the votes, a 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, '22. Based on preliminary tabulation of the vote 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, 2021. 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 the 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. Thank you all for your comments and no questions. This concludes the Black Stone Minerals LP 2022 Annual Meeting of Limited Partners on behalf of Black Stone and the Board of Directors and employees, I want to thank you for your attendance today.