KLX Energy Services Holdings, Inc. (KLXE) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of KLX Energy Services Holdings, Inc. Please note today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Richard G. Hamermesh, Chairman of KLX Energy Services Holdings, Inc. Mr. Hamermesh, the floor is yours.

Thank you. Good morning, ladies and gentlemen. It's now 9:00 a.m. Central Daylight Time, and in accordance with the Notice of the Annual Meeting, I call the KLX Energy Services Holding, Inc. 2022 Annual Meeting of Stockholders to order. I am Richard G. Hamermesh, Chairman of the Board of Directors of the company. I will preside at today's meeting. And Max L. Bouthillette, our Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, will act as the Secretary of the meeting. On behalf of the Board of Directors, I welcome you to the 2022 Annual Meeting. I would like to take a moment to introduce the other members of the Board of Directors and our officers who are participating virtually in the meeting today. The other directors who are participating virtually in this meeting today are John T. Collins, Gunnar Eliassen; Thomas P. McCaffrey; Corbin J. Robertson, Jr.; Dag Skindlo; and John T. Whates. The other senior officers and other advisers participating virtually in this meeting today are Christopher Baker, President and Chief Executive Officer; Keefer M. Lehner; Executive Vice President and Chief Financial Officer; Max L. Bouthillette, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary; and Jeff Seiders from Computershare Limited. In addition, I would like to recognize the representatives of Deloitte & Touche LLP, our independent registered public accounting firm. Chairman, I have appointed Jeff Seiders from Computershare Limited to act as the inspector of election for the meeting. The inspector of election has taken the oath of office, which I directed to be filed with the company records. It is important that we have an orderly meeting. You each have been provided with the opportunity to retrieve a copy of the agenda and a copy of the rules of conduct, each of which is available on the virtual meeting website. We will follow the agenda and rules of conduct in carrying out the business of this meeting. As you will see on our agenda, time has been allotted later in the meeting for any questions you may have concerning the matters to be voted upon this morning. After we determine whether a quorum is present and while I present the matters to be voted upon in today's meeting, the polls will be opened online for all stockholders who are attending the meeting online. If you have not already voted, you may vote online at www.meetnow.global/MDF7N95. You will need your control number to vote your shares during the meeting. Of course, if you have already voted, you need not vote again during the meeting. If you have not voted or would like to change your vote, you may do so online. After the formal part of the meeting has been adjourned, there will be a general question-and-answer session for questions for up to 15 minutes pertaining to the company. If any stockholder has any matter of individual concern, please call our Investor Relations department at (832)844-1015. There are a few formalities to cover before we get into the business of this meeting. First, the Secretary of the meeting has provided me the following report on the record date, listing of stockholders, notice, quorum and matters to be considered at today's annual meeting. On April 8, 2022 -- April 28, 2022, was set by resolution of the Board of Directors as the record date for today's annual meeting. All stockholders of record or their proxy holders at the close of business on April 8, 2022, are entitled to vote at the annual meeting. A listing of stockholders as of the record date has been available at the company's offices through the last 7 days by appointment with our Investor Relations department and is available on the meeting website during this meeting. Notice of this meeting was duly given in accordance with the company's bylaws and Delaware law. We received an affidavit from Computershare Limited certifying that the proxy materials, which include the Notice of the Annual Meeting, which were sent to stockholders on or about April 18, 2022. The affidavit will be filed with the company records. The matters to be considered at this meeting were fully described in the company's proxy statement. Copy of the company's proxy statement are available on the company's website at www.edocumentview.com/KLXE. The Inspector of Election has advised the company that based on the proxies received prior to the meeting shares represent a majority -- representing a majority of the voting power of the company's common stock as of the record date are present online or represented by proxy at this meeting. Accordingly, I determine that a quorum is present for the conduct of business at this meeting and the business of this meeting may proceed. Legal notice having been given, this meeting is now convened and open for the transaction of business. It is now 9:08 a.m. Central Daylight Time on June 01, 2022, and I now declare the polls open for voting while I present the matters to be voted on during today's meeting. The items of business submitted to stockholders for action at today's meeting are: one, the election of 2 directors, Gunnar Eliassen and John T. Whates to serve as Class I directors until 2025 Annual Meeting of Shareholders and until their successors are duly elected and qualified, subject to their earlier resignation, removal or death; and two, the ratification of the selection appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2022. There are no other proposals to come before this meeting since management has not made any other proposals, proposals were submitted by stockholders in the manner prescribed in the company's bylaws, which require that certain information concerning a shareholder proposal to be provided to the company before the date of the meeting. As a reminder, if you have already submitted your proxy or voted via telephone or the Internet, you need that -- you do not need to vote today. Your shares will be voted in accordance with the directions you provided. If you have not yet submitted a proxy and wish to vote on these items or wish to revoke a proxy you previously submitted, please do so now by following the instructions on the meeting website. We will now pause for 30 seconds to allow the stockholders to vote. Any votes cast today will be counted in the final tally along with the proxies previously received. [Voting]

I have been advised by the Inspector of Election that based on a preliminary tabulation of the votes, Gunnar Eliassen and John T. Whates have been elected to serve as Class I directors until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to their earlier resignation, removal or death. And two, the ratification of the election of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2022, has been approved. The final voting results will be tallied by the inspector of elections and subsequently announced in accordance with the requirements of the Securities and Exchange Commission. I am aware of no other business that should be brought before this meeting. Now that the formal meeting is concluded, I declare this meeting adjourned.

Mr. Chairman, let me just intervene for one moment just to declare prior to adjourning the meeting that we have closed the polls. And the results are, as you have stated in the prior moments, but we have closed the polls at this time, and there have been no additional ballots or proxies or votes or changes or revocations will be accepted from this point forward. The inspector of election will proceed to count the votes. Mr. Chairman, I now turn it back to you to adjourn the meeting.

Okay. Now that the formal meeting -- formal Annual Meeting is concluded, I declare this meeting adjourned. We will now be pleased to answer any questions or address any comments you may have about the company to the extent that they do not require us to disclose material nonpublic information. We have reserved 15 minutes for questions and comments. I will pause a moment to take any questions or comments. There have been no questions submitted. This concludes our meeting. On behalf of the Board of Directors and employees of KLX Energy Services Holdings, Inc., I want to thank you for attending today.