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

Hello, and welcome to the Black Stone Minerals, LP 2024 Annual Meeting of Limited Partners. Please note that this meeting is being recorded. [Operator Instructions]. The meeting is about to begin.

Good afternoon, ladies and gentlemen. It's now 12:00. And in accordance with the notice of the annual meeting, I call the Blackstone Minerals LP 2024 Annual Meeting of Limited Partners to order. I'm Tom Carter, CEO, President and Chairman of the Board; and candidate for election as a director. I will preside at 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 would like to take a moment to introduce the members of our current Board of Directors and executive officers. The non-management directors in attendance today are Carin Barth, Mark DeWalch, Jerry Kyle, Michael Linn, A.J. Longmaid, Will Mathis, Will Randall, Sandy Stuart and James Whitehead. The executive officers in attendance today are Carrie Clark, Taylor DeWalch and Steve Putman. In addition, I'd like to recognize Jill Ahrens and Michael Fan who are also in attendance as representatives of Ernst & Young LLP, our current independent registered public accounting firm. Ms. Ahrens and Mr. Fan will be available to answer questions during the Q&A period following the adjournment of formal business. I have 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 is 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 this meeting. As you will 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 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 of the items on the agenda may be presented before that time, the voting matters contained in the agenda will be presented in succession without comments. 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 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 by following the directions on the web portal.

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 15, 2024, was set by resolution of the Board as the record date for today's annual meeting. All unitholders of record or their proxy holders at the close of business on April 15, are entitled to vote at the annual meeting. If you would like to view the listing of unitholders as of the record date, please ask a question saying so and we will provide the list. 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 for proxy materials was sent to all unitholders on or about April 29, 2024. The affidavit will be filed with the partnership's records. 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, the general partner, each to serve until the 2025 Annual Meeting of Limited Partners and thereafter until such directors' successor shall have been duly elected and qualified, or until such directors' earlier in death, 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, 2024. 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, 2023, and the approval on a nonbinding advisory basis, of the preferred frequency of advisory votes on executive compensation. 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 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 action at today's meeting are the election of directors, the ratification of the appointment of E&Y and say-on-pay vote and the preferred frequency of say-on-pay vote. We will now have the presentation for the proposals. The first item of business is the election of directors. The Board's nominees for election to serve until 2025 annual meeting are: Carin Barth, Tom Carter, Mark DeWalch, Jerry Kyle, Michael Linn, A.J. Longmaid, Will Mathis, Will Randall, Sandy Stuart and James Whitehead. 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 ending December 31, 2024. Third item of business is 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, 2023. Final item of business is the approval, on a nonbinding advisory basis, of the preferred frequency of the say-on-pay vote. 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 unitholders in a 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 is now 12:06 on June 13, 2024. And I now declare the polls open for voting on the election of directors, ratification of the appointment of Ernst & Young, say-on-pay vote and the preferred frequency of the say-on-pay vote. 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 have already voted, you need not vote again at the 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]

This concludes the matters to be considered and voted upon at today's meeting. It's now 12:08 and I now declare the polls closed. The Inspector of Elections will count the votes. Will the secretary please announce the preliminary voting results?

Based on the preliminary tabulation of the votes, [ 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 2025 Annual Meeting of Limited Partners and thereafter, until such directors' successor shall have been duly elected and qualified or until such director's earlier death, resignation or removal. A majority of the event's cast were in favor of 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, 2024. 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, 2023. A majority of the votes cast were in favor of holding the advisory vote on the compensation of our named executive officers every year. 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 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 the meeting adjourned. We'd now be pleased to answer any questions or address any comments asked during the meeting about the partnership to the extent they do not require us to disclose material nonpublic information. We have no questions, and we thank you for your comments today. This concludes the Black Stone Minerals LP 2024 Annual Meeting of Limited Partners and on behalf of the Black Stone Minerals and the Board of Directors and employees of Black Stone, I want to thank you for attending today's meeting.