CVR Energy, Inc. (CVI) Earnings Call Transcript & Summary

Good morning and welcome to the CVR Energy, Inc. Annual Meeting of Stockholders. I would now like to turn the call over to Dave Lamp, President and Chief Executive Officer at CVR Energy. Please go ahead, sir.

Good morning, and welcome. We're glad you could join us for our second year of virtual hosting of our Annual Meeting of Stockholders. This meeting will now come to order. I am Dave Lamp, Director, President and CEO of CVR Energy. Today's virtual meeting is a live audio webcast. Today's virtual sessions enables our stockholders to safely participate in the meeting regardless of their location around the world. Stockholders of record on the record date can submit questions and their votes and vote their shares online at any time during this meeting before the polls close. With me today are Tracy Jackson, our CFO; Melissa Buhrig, our General Counsel and Secretary; Dave Landreth, our Chief Commercial Officer; Mark Pytosh, our Executive Vice President; and other members of our management team and the Board of Directors. Also with us today are representatives from Grant Thornton LLP, our independent registered public accounting firm. Although Grant Thornton will not be presenting, they will be available to answer questions during the Q&A portion of the meeting. Now let's begin with our agenda. First, we'd like to propose the 3 proposals submitted by the Board for approval. And we'll save all documents -- all comments and questions for the Q&A session after the proposals have been presented. After the Q&A session, we will close the polls and announce the results of the voting. If you have not voted, I encourage you to vote online now. Thank you again for joining us. And I'll now turn the meeting over to Melissa.

Thank you, Dave. We're conducting this meeting in accordance with CVR Energy's bylaws. As Dave mentioned, we've allocated time in the agenda for Q&A. Some of our comments and responses to your questions may include forward-looking statements that are based on certain assumptions and are subject to a number of risks and uncertainties. The risks, uncertainties and assumptions that could affect these forward-looking statements are described in our filings with the SEC. CVR Energy's agent, Broadridge, has certified that notice of this meeting was provided beginning April 24, 2020, to all stockholders of record as of the close of business on April 6, 2020, the record date for this meeting. Copies of those certifications are in my possession. I therefore declare that legal notice of the meeting has been duly given. I present a list of stockholders of record at the close of business on April 6, 2020, the record date, which has been certified by American Stock Transfer & Trust Company, our transfer agent, and which is available online by clicking the registered Shareholders' List link at the bottom right corner of the meeting page. This list has been open for the examination of stockholders at our offices in Sugar Land, Texas for at least 10 days prior to this meeting, may be inspected during the meeting by any stockholder logged into the meeting. AST indicates there were 100,530,599 shares of CVR Energy common stock issued as of the record date, each of which is entitled to one vote at this meeting. The Board of Directors has appointed [ James Degon ] to act as inspector of election at this meeting. The inspector of election has informed us that a majority of the outstanding shares of common stock of the company are present in person or by proxy at the meeting. Accordingly, a quorum is present. If you've already sent in a proxy and do not wish to change your vote, you do not have to fill out another proxy online. If there's any stockholder of record or a proxy holder who has not voted by proxy, or any stockholder of record or proxy holder who has voted but wishes to change his or her vote, please enter your vote on the electronic ballot available online at this time or any time during the meeting prior to the polls closing. You must submit your electronic ballot in order for your votes to be counted. The inspector of election will not accept votes submitted after closing of the polls. Please note that any votes submitted today by electronic ballot will be subject to final verification by the inspector of election. I now turn to Dave to introduce the proposals.

The first proposal is the election of 8 Directors, each to serve until our 2021 Annual Meeting of Stockholders or until such Director successor has been elected or qualified. The second proposal is the approval of -- by nonbinding advisory vote of the company's named executive officer compensation referred to as say-on-pay. The third proposal is the ratification of the appointment of the Audit Committee of Grant Thornton as our independent registered public accounting firm for the company for the 2020 fiscal year. The Board recommends stockholders vote for each of the proposals. [Voting]

We'll now move into the question-and-answer portion of our agenda, which will be moderated by our CFO, Tracy Jackson. Tracy?

Thank you, Dave. The polls have been opened to allow for questions. And at this time, there are no questions that have posted to be answered.

Thank you, Tracy. There being no further questions, I declare the polls closed and direct that the vote of the stockholders be taken on each of the proposals brought before this meeting. I request the inspector of election to tabulate the votes and the proxies. The results that will be announced are based on the preliminary tally provided by our inspection of elections and are subject to final count and certification by the inspector. Melissa, do you have the report from the inspectors of election on the votes taken at the meeting?

Yes. 96,009,007 shares, which represent 95.5% of outstanding shares are present in person or by proxy at this meeting. Subject to final verification of the electronic balloting, the voting results are as follows: First, on the election of directors, the 8 Directors nominated by the Board have received the highest number of votes. Second, a majority of shares present in person or by proxy has voted in favor of the company's named executive officer compensation. Third, a majority of shares present in person or by proxy have ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for the company for the fiscal year ended December 31, 2020. That concludes the report of this preliminary voting. Details of the final results will be available for all stockholders in our filings with the SEC within 4 business days. Stockholders may also obtain the voting results by calling or writing the office of the Corporate Secretary at our corporate headquarters in Sugar Land, Texas.

Thank you, and I hereby declare that I, along with Pat Agnello, SungHwan Cho, Jaffrey Firestone, Jonathan Frates, Hunter Gary, Stephen Mongillo and James Strock have been elected as Directors. The stockholders have approved by nonbinding advisory vote the company's named executive officer compensation and the appointment of the Audit Committee of Grant Thornton LLP as our independent registered public accounting firm for the company for the fiscal year ending December 31, 2020, has been ratified. I direct that the reports of the inspector of election be filed with the minutes of this meeting. With that, thank you for attending our virtual annual meeting and for your interest in CVR Energy. With no further business that come before the meeting, I declare that -- the meeting adjourned. Have a safe day.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.