Civitas Resources, Inc. (CIVI) Earnings Call Transcript & Summary

Good afternoon. Welcome to Bonanza Creek Energy, Inc.'s 2020 Annual Meeting of Stockholders. Please note that this broadcast will be recorded. You may not record or rebroadcast these proceedings. At this time, I'll turn the call over to Eric Greager, Bonanza Creek's President and Chief Executive Officer. Please go ahead, sir.

Good afternoon, ladies and gentlemen. On behalf of Bonanza Creek Energy, Inc., I would like to welcome you to our first virtual-only Annual Meeting of Stockholders. I am Eric Greager, President and Chief Executive Officer of the company. As the company's bylaws provide, I will act as Chairman of this meeting. Also on the webcast is Skip Marter, our Executive Vice President, General Counsel and Secretary. Skip will act as secretary for our meeting. In keeping with the digital approach to this year's meeting, it is now shortly after 12 noon Mountain Time on June 3. And this meeting is officially called to order. It is my privilege to welcome our Board of Directors to today's webcast. Brian Steck, our Chairman; Carrie Hudak, Paul Keglevic, Jack Vaughn, Scott Vogel and Jeff Wojahn. I would also like to introduce the company's officers present today. Brant DeMuth, Executive Vice President and Chief Financial Officer; Sandy Garbiso, Vice President and Chief Accounting Officer; Dean Tinsley, Senior Vice President, Operations; and Scott Landreth, Senior Director of Finance, Investor Relations and our Treasurer. In addition, Paul Hornak and Tessa Schneider of Deloitte & Touche, our independent auditors, are on the webcast and will be available after the business of meeting to answer any appropriate questions you may have. The Board of Directors has appointed Christine Amrhein, a representative of American Election Services, to act as inspector of elections for this meeting and any adjournment or postponement. Ms. Amrhein has previously signed an oath to act as inspector of elections, and this oath will be filed with the minutes of the meeting. At this time, Skip Marter will begin the formal portion of the meeting. Skip?

Thanks, Eric. Before we get to the business of the meeting, I'd like to discuss the meeting's mechanics. The meeting will be conducted in accordance with the agenda and rules of conduct displayed on your virtual meeting screen. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. If you'd like to submit a question during this meeting, you may do so by typing your name in the box located at the bottom left corner of the webcast screen. We'll respond to those questions that adhere to the rules of conduct during the Q&A session. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. The Board of Directors set April 15, 2020, as the record date for this Annual Meeting of Stockholders. Each holder of common stock is entitled to one vote for each share of common stock held of record at the close of business on April 15, 2020. We have a record of stockholders as of that date which shows the stockholders and the respective number of shares that each is entitled to vote at this meeting. The stockholder list has been on file with the company's principal place of business for the 10 days immediately prior to the date of this meeting and has been available for inspection by any stockholder during that period at any time during normal business hours. The list is also available on the website, if any stockholder wishes to examine it and will be filed with the minutes of this meeting. I will now establish for the record that the meeting has been properly convened and that there is a quorum present for the transaction of business. According to the list of stockholders of record as of the close of business on the April 15, 2020, record date, there were 20,699,111 shares of common stock outstanding. The quorum for this meeting requires the presence, in person or by proxy, of holders of a majority of the shares outstanding on the record date or 10,349,556 shares. I will now present the affidavit of mailing of the notice and the accompanying proxy material and annual report and report on the existence of a quorum for the meeting. The affidavit of mailing of notice states that the notice of meeting and accompanying proxy materials and annual report were mailed on or about April 24, 2020, to stockholders of record as of April 15, 2020, the record date for stockholders entitled to notice of this meeting. All of this is in accordance with the bylaws of the company. In addition, I have been advised by the inspector of elections that the preliminary voting report indicates that a total of 18,412,557 shares or 88.95% of the company's outstanding shares as of the record date were represented in person or by proxy at the opening of this meeting. Because at least the majority of the company's shares outstanding on the record date is represented here today, a quorum is present. As such, the meeting is duly constituted and the business of the meeting may proceed. As secretary, I report that the existence of a quorum is accepted. I direct the affidavit of mailing of notice be made part of the minutes of this meeting. We may now transact -- proceed to transact the business for which the meeting has been called. There are no stockholder nominations or proposals properly filed with the company in advance of this meeting as provided in the company's bylaws, and the Board of Directors has not brought any additional meeting to the -- additional business to the meeting. Now I will present the matters to be voted on. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all proposals have been presented. Proposal 1 is to elect 7 individuals to serve as members of the Board of Directors. The Nominating and Corporate Governance Committee of the Board of Directors has recommended and the Board has nominated each of Eric T. Greager, Carrie L. Hudak, Paul Keglevic, Brian Steck, Jack E. Vaughn, Scott D. Vogel and Jeff E. Wojahn to stand for election to the Board of Directors of the company each to serve a 1-year term to expire at the Annual Meeting of Stockholders to be held in 2021 and until each is reelected or her or his successor is duly elected and qualified. The election of any candidate for director shall be determined by the affirmative vote of a plurality of shares entitled to vote and represented in person or by proxy. The company's bylaws require that a stockholder provide advance notice to the company of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. Proposal 2 is the ratification of the selection of the firm of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The affirmative vote of at least a majority of shares entitled to vote and represented in person or by proxy is required to approve the appointment of Deloitte & Touche as our independent registered public accounting firm for the fiscal year 2020. I now call on Paul Keglevic, Chairman of the Audit Committee, for the recommendation of the Board of Directors in this regard. Paul?

The Audit Committee of the Board of Directors has recommended and the Board has proposed that stockholders vote for Proposal 2 to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

Thanks, Paul. Proposal 3 is the advisory vote to approve, on an advisory basis, the compensation of the named executive officers as described in the proxy statement. This vote, which is often called a say-on-pay vote, is required as a result of the Dodd-Frank Act. In 2018, the stockholders voted that their preference was to hold such a vote on an annual basis, and the Board elected to do so. Today's vote is a nonbinding one, although the Compensation Committee and the Board will take the results of the vote into account when making future compensation decisions. The affirmative vote of at least a majority of shares entitled to vote and represented in person or by proxy is required to approve, on an advisory basis, the compensation of our named executive officers. This concludes the specific proposals that were set forth in the notice for this meeting. There are no other matters set by the Board or by the officers for your consideration at this meeting. Information for submitting a proposal for next year's annual meeting is included in the proxy statement. If any shareholder -- if any stockholder, sorry, would like to make a comment regarding any of the proposals, please submit your comment through the web portal. For the record, I'd just like to confirm that we're not seeing any comments submitted, and we'll proceed accordingly with the rest of the business. It is now 12:10 p.m. Mountain Time on June 3, 2020, and the polls are now open. Any stockholder who hasn't yet voted or who wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. We'll pause for a bit to allow voting. [Voting]

All right. Now that everyone has had an opportunity to vote, I declare the polls for all matters voted upon at this meeting officially closed at 12:12 p.m. Mountain Time today, June 3, 2020, and direct the inspector of elections to tabulate the ballots. I've been advised by the inspector of elections that the preliminary vote report shows that each of Eric Greager, Carrie Hudak, Paul Keglevic, Brian Steck, Jack Vaughn, Scott Vogel and Jeff Wojahn have received a plurality of votes entitled to be voted at this meeting and represented in person or by proxy. Accordingly, Ms. Hudak and Messrs. Greager, Keglevic, Steck, Vaughn, Vogel and Wojahn have each been elected as directors of the company to serve for the term expiring with the 2021 Annual Meeting of Stockholders. I've further been advised by the inspector of elections that the preliminary vote report shows that at least a majority of shares present at this meeting in person or by proxy voted in favor of proposal 2 regarding the ratification of the appointment of Deloitte & Touche to act as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. And accordingly, the ratification of the appointment of Deloitte & Touche has been approved. I've been further advised by the inspector of elections that the preliminary vote report shows that at least a majority of the shares present at this meeting in person or by proxy voted in favor of proposal 3 to approve the compensation of the named executive officers of the company. And that, accordingly, the compensation of the named executive officers has been approved on an advisory basis. The inspector of elections will furnish the secretary a written report of the final vote count with respect to the matters voted on today, which shall be included in the minutes of this meeting. We will also be reporting the final vote results in a Form 8-K to be filed with the SEC within 4 business days. You have now heard the results of the meeting, and this completes the formal business to be conducted at this meeting. There being no other matters to come before the meeting, the 2020 Annual Meeting of Stockholders of Bonanza Creek Energy, Inc. is now adjourned. I'll turn over the floor to Eric to answer any general questions from our stockholders. Eric?

Thank you, Skip. At this time, we are available to answer any submitted questions that adhere to the rules of conduct. If a question comes in that does not adhere to those rules, please understand that we won't address it today. Pausing a few moments. And seeing no questions, we've now reached the moment where we'll thank you, again, for your time today and your continued support of Bonanza Creek Energy, Inc. Thank you.

This now concludes the meeting. Thank you for joining, and have a pleasant day. Goodbye.