Gulfport Energy Corporation (GPOR) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Gulfport Energy Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Timothy Cutt, Gulfport's Chairman of the Board and Chief Executive Officer. Sir, the floor is yours.

Thank you very much. This meeting will now come to order. Good morning, and welcome to the 2022 Annual Meeting of Gulfport Energy Corporation. I am Tim Cutt, and I am pleased to preside over this year's Annual Meeting of Stockholders. As the bylaws provide, I will act as Chairman of the meeting. Our Corporate Secretary and Chief Legal and Administrative Officer, Patrick Craine, will act as secretary of the meeting. We are holding today's virtual meeting as a live audio webcast to embrace the latest technology, provide expanded access, improve communication and decrease costs for our stockholders of the company. The virtual meeting will allow us to vote your shares online from now through the closing of the polls by clicking the shareholder ballot on your screen. You also have the opportunity to download an agenda for today's meeting. To conduct an orderly meeting, we ask that you refrain from using any camera or video equipment to record or take screenshots of the meeting or any of the meeting materials. Before we proceed up to the business portion of the meeting, let me first introduce Gulfport Board of Directors and members of the company's senior management team. Members of the Board of Directors, in addition to myself, include in attendance today are David Wolf, our Lead Independent Director; Bill Martinez; Jason Martinez; and David Reganato. Now it is my pleasure to introduce the management team of the company in attendance today. Bill Buese, Executive Vice President and Chief Financial Officer; Patrick Craine, Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary; RJ Moses, Senior Vice President, Operations and Drilling; Michael Sluiter, Senior Vice President, Reservoir Engineering; Lester Zitkus, Senior Vice President, Land; and Stephanie Timmermeyer, Vice President, EHSR. My biography and the biographies of the remaining Section 16 officers are contained in our proxy statements for the 2022 Annual Meeting. Also in attendance today are Kevin Schroeder and Anthony Adkins, representing our independent auditor, Grant Thornton LLP and Brooke Webb, representing Computershare Trust Company North America as our inspector of election. Now I'd like to move to the business portion of the meeting. Patrick Craine will establish the meeting has been duly called and that a quorum is present for the meeting. Over to you, Patrick.

Thank you, Mr. Chairman. The Board fixed April 20, 2022, as the record date for determining stockholders entitled to vote at this meeting. We have, at this meeting, a voting list of stockholders of record as of that date. This list has been available for inspection by any stockholder of the company during normal business hours at Gulfport's offices. It is also available for inspection during this meeting via the meeting website by any registered attendee. This list shows that as of the close of business on the record date, there were 21,006,607 shares of the company's common stock outstanding. In addition, Gulfport had 55,212 preferred shares outstanding as of the record date. The holders of Gulfport's preferred stock are entitled to vote on all matters submitted to the stockholders for a vote, voting together with the holders of the common stock as a single class on an as-converted basis. Gulfport's 55,212 preferred shares outstanding as of the record date, on an as-converted basis, totaled approximately 3,943,714 common shares entitled to vote. In aggregate, as of April 20, 2022, we had approximately 24,950,321 shares entitled to vote excluding an aggregate of 349,065 shares of restricted stock units and performance-based restricted stock unit awards awarded under our 2021 stock incentive plan but not yet vested. There is no cumulative voting. I now present the affidavit of mailing from Computershare Trust Company attesting to the fact that the notice of the meeting, the 2022 proxy statement and the 2021 annual report to stockholders were mailed to all stockholders of record on or about May 6, 2022. Copies of the certified list of stockholders, notice, both affidavits, proxy statement and proxy card will be filed with the minutes of this meeting. As stated in the original notice, the purpose of this meeting is to: first, elect 5 directors for terms expiring at the company's 2023 Annual Meeting; second, hold an advisory nonbinding vote on the company's named executive officer compensation; third, ratify the appointment of Grant Thornton, LLP as the company's independent auditors for fiscal year 2022; and finally, transact any other business that may properly come before the meeting and any adjournment or postponement of the meeting. Brooke Webb of Computershare Trust Company has been appointed inspector of elections. Ms. Webb has filed her signed oath of office and has submitted a report as follows: There were outstanding on the record date a total of 21,006,607 shares of common stock entitled to vote at this meeting. In addition, Gulfport had 55,212 preferred shares outstanding as of the record date. The holders of Gulfport's preferred stock are entitled to vote on all matters submitted to the stockholders for a vote, voting together with the holders of the common stock as a single class on an as-converted basis. Gulfport's 55,212 preferred shares outstanding as of the record date on an as-converted basis totaled approximately 3,943,714 common shares entitled to vote. The holders of not less than 19,552,982 shares of common stock are present in person or by proxy at the meeting, which constitutes over 78% of the voting power of the outstanding shares of the company. Accordingly, Mr. Chairman, a quorum is present. Over to you, Tim.

Thank you, Mr. Secretary. Since a quorum is present, the meeting is hereby convened. Now we will conduct the formal business portion of the meeting. If there are any stockholders or proxies for stockholders present who desire to vote during the virtual meeting, please cast your vote at this time. If you have already voted, it is unnecessary to vote during the virtual meeting unless you wish to change your vote. Attending this meeting does not revoke any prior vote, unless you vote during this meeting. Voting at this meeting effectively revokes any prior proxy you may have submitted. We will now move to the business to be brought before the meeting. First, we will move to the election of directors. Mr. Secretary, would you present the nominations for directors? Their biographies are contained in the proxy statement for this meeting.

Mr. Chairman, as indicated in the company's proxy statement for this meeting, the Board of Directors has nominated the following persons for election as the company's directors to hold office for terms expiring at the company's 2023 Annual Meeting of Stockholders or until their successors have been duly elected and qualified: Tim Cutt, Chairman; David Wolf, Lead Independent Director; Bill Martinez; Jason Martinez; and David Reganato. The number of votes cast for each director nominee must exceed the number of votes cast against that nominee. Only votes for or against will be counted as votes cast for purposes of election of each director. Abstentions and broker non-votes will not be counted.

Thank you. The second item for business today is the approval of the compensation paid to the company's named executive officers. This proposal is a nonbinding stockholder advisory note. Further information about such compensation may be found in the compensation discussion and analysis, compensation tables and narrative discussion of the company's proxy statement for this meeting. The affirmative for vote of the majority of the votes cast by the stockholders present in person or represented by proxy at this annual meeting and entitled to vote thereon is required to approve this resolution. Only votes for or against this proposal will be counted as voted -- votes cast. Abstentions and broker non-votes will not be counted. The third item of business today is the proposal to ratify the appointment of Grant Thornton LLP and the company's -- as the company's independent auditor for the current fiscal year ending December 31, 2022. Grant Thornton LLP was appointed by the Audit Committee of our Board of Directors subject to ratification by the stockholders. The affirmative for vote of a majority of the votes cast by the stockholders present in person or represented by proxy at this annual meeting and entitled to vote is required to approve this resolution. Since this is a routine proposal, brokers may vote in the discretion on behalf of clients who have not furnished voting instructions with respect to the proposal. Abstentions will not be counted. The Board recommends that you vote for each of the nominees for directors and each of the proposals 2 and 3. The polls have been opened for voting on the business indicated in the original notice and the meeting and proxy statements since the beginning of the meeting at 9:00 a.m. Central and will remain open until I announce their closure. Will the stockholders please conclude their voting? [Voting]

It is now 9:11 a.m. Central Time on June 14, 2022. As of this date and time, which the secretary should record in the minutes, the polls are closed. While the votes are being tabulated, I would like to begin the Q&A period. We will now open up the meeting for questions and comments from stockholders or stockholder representatives regarding the matters presented in this meeting. Again, we will continue to observe the rules of conduct that have been made available on the virtual meeting website. All questions should be directed to me. And in responding, I may call upon the members of the management team who are present. If you have not yet submitted a question and wish to do so, please make sure that you identify yourself in a written submission by giving your name and affiliation, if any, and identifying yourself as a stockholder or a proxy.

Mr. Chairman, there are no pending questions in the queue.

Thank you. Will the secretary please report the preliminary voting results?

Based on a review of the proxies received, the preliminary results indicate that our stockholders have voted in favor of the election of Tim Cutt, David Wolf, Bill Martinez, Jason Martinez and David Reganato to serve until our 2023 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified; the approval on an advisory nonbinding basis of the compensation paid to our executive officers; and the ratification of the appointment of Grant Thornton LLP as our independent auditors for the fiscal year ending December 31, 2022. Please be advised that these preliminary results are not official and are subject to change based upon the final tabulation by the inspector of elections. 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 will be included in the minutes of the meeting. The final voting results for this meeting will be reported on a current report on Form 8-K filed with the Securities and Exchange Commission within 4 business days of this meeting.

The formal business of today's meeting is now complete. I would like to thank all of you who have attended this virtual meeting. The inspector of election will complete her tabulation of the votes -- voting results after the close of the meeting. It is now 9:14 a.m. Central Time on June 14, 2022. There being no further business to come before the meeting, as of this date and time, the 2022 Annual Meeting of Gulfport Energy Corporation is adjourned. Thank you for your attendance.

This concludes the meeting. You may now disconnect, and have a pleasant day.