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

Call the meeting to order. Good afternoon, ladies and gentlemen. It's now 12:05 p.m. in accordance with the notice of the annual meeting, I call the Blackstone Minerals LP 2023 Annual Meeting of Limited Partners to order. I'm Tom Carter, Chief Executive Officer and Chairman of the Board of Directors and a candidate for election as Director. I'll preside over today's meeting, and Steve Putman will act as Secretary of the meeting. On behalf of the Board of Directors, I welcome you to the Annual Meeting. I'd like to take a moment to introduce some 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 Carrie Clark, Evan Kiefer, Steve Putman and Dawn Smajstrla. In addition, I'd like to recognize Jill Aaron and Lisa Goodman, who are also in attendance as representatives of Ernst & Young LLP, our current independent registered public accounting firm. Ms. Aaron's and Ms. Goodman will be available to answer questions during the Q&A period following the adjournment of the formal meeting. I've appointed Steve Putman to act as inspector of the elections 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.

Thanks, Tom. You can access the agenda via the web portal, which we will strictly follow in carrying out the business of this meeting. As you'll see on the agenda, time has been allotted later in the meeting for any questions or 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 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 that time, for the election of directors, the ratification of the selection of our independent registered public accounting firm for 2023 and the approval on a nonbinding advisory basis of the compensation of our named executive officers for the fiscal year ended December 31, 2022, will be presented at first in succession without comment. After these matters have been presented, the polls will be opened, and questions to remainder of 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. 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.

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

April 17, 2023, was set by resolution of the Board of the record date for today's annual meeting. All unitholders of record or their proxy holders at the close of business on April 17th, are entitled to vote at the annual meeting. We'd like to view the listing of unitholders as of the record date. Please ask a question saying so, and we will provide that. 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 & Trust Company, certifying that the notice of Internet availability of proxy materials was sent to all unitholders on or about May 1, 2023. 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; the election of directors to the Board of Directors of the general partner each to serve until the 2024 Annual Meeting of Limited Partners and thereafter, until such director successor shall have been duly elected and qualified or until such directors' earlier adept resignation or removal. 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, 2023, we see the approval on a nonbinding advisory basis of the compensation of the General Partner's named Executive Officer for the fiscal year ended December 31, 2022. Each of the matters to be considered today is described in the proxy statement, which accompany the notice of the annual meeting.

The Secretary has advised that a quorum is present. Legal notice having 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 the directors, the ratification of the appointment of E&Y and the stay on pay vote. We will now have the presentation of the proposals. The first item of business is the election of the directors. The Board's nominees for election to serve until the 2024 Annual Meeting are Carin Barth, Tom Carter, Mark DeWalch, Jerry Kyle, Michael Linn, John Longmaid, Will Mathis, Will Randall, and Sandy Stuart. The second item of business is the ratification of the appointment of Ernst & Young LLP as a partnership's independent registered public accounting firm for the fiscal year ending December 31, 2023. 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 ended December 31, 2022. There are no other proposals to come before this meeting since the management has not made any other proposal, and no other 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 10 after 12 on June 15, 2023, 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 vote. It's important that each unitholder will be given an opportunity to cast his or her vote. Accordingly, the polls will remain open until such time as 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]

All right. This concludes the matters to be considered and voted upon at today's meeting. It's now 12:12. And I now declare the polls closed. The inspector of the 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 2024 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 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, 2023. 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 Partner's named executive officers for the fiscal year ended December 31, 2022. 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 Q&A 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. It doesn't appear that we have any questions. Thank you for your comments and no questions. This concludes the partner -- the Black Stone Minerals LP 2023 Annual Meeting of Limited Partners. On behalf of Blackstone and the Board and the employees of Blackstone, I want to thank you for attending today's meeting.