Liberty Energy Inc. (LBRT) Earnings Call Transcript & Summary

Hello, and welcome to the 2022 Liberty Oilfield Services Inc. Annual Meeting of Shareholders. Please note that this meeting is being recorded. [Operator Instructions] It is my pleasure to now turn the meeting over to Chris Wright, CEO. The floor is yours.

Good morning. It's now time to begin the formal meeting. This is the fourth Annual Meeting of Stockholders of Liberty Oilfield Services, Inc. since its initial public offering in 2018. My name is Chris Wright, and I'm Chairman of the Board and Chief Executive Officer of your company. I will preside at the meeting this morning. Thank you for attending. Welcome to all. I hope you all either achieved the company's 2021 annual report prior to the meeting or that you pulled it up on our website today. If you have read the letter that begins just inside the report, you'll have a nice summary of Liberty's performance in 2021. Now let me give you an outline of the plan for the meeting. First, I will introduce our directors up for reelection, and then we'll take care of the official business of this meeting. The following members of our Board of Directors are standing for election today. Peter A. Dea. Mr. Dea is the Executive Chairman of Confluence Resources LP and the President and Chief Executive Officer of Cirque Resources LP, both private oil and gas companies. Mr. Dea also currently serves as the Chairman of the Board of Ovintiv Inc. and as a Director of Antero Midstream Corporation. Mr. Dea served as Chairperson of the Compensation Committee of your company and also serves on the Nominating and Governance Committee of your company. William F. Kimble. Kimble has served as Lead Director of your company since October 2018. Previously, Mr. Kimble served as the Office Managing Partner for the Atlanta office and Managing Partner Southeastern United States at KPMG LLP, one of the largest audit, tax and advisory firms in the world. Mr. Kimble serves on the Board of Directors and the Audit Committee of PRGX Global and the Board of Directors, the special committee and as chair of the audit committee of DCP Midstream Partners LP. Mr. Kimble serves as Chairperson of the Audit Committee of your company and also serves on the Nominating and Governance Committee of your company. James R. McDonald. Mr. McDonald has served as a President, Americas Land for Schlumberger, an international oilfield services and technology company since July 2020. Prior to that time, he held multiple executive positions at Schlumberger. Now we will turn to the formal business of our meeting. Before we continue, I would like to make the following announcement. As described in the notice and proxy statement previously distributed, you are entitled to participate in and vote at this meeting, if you were a stockholder as of the close of business on February 22, 2022, which is the record date for this meeting, or if you hold a legal proxy for the meeting provided by your bank, broker or nominee. If you have voting control number issued by American Stock Transfer and Trust Company, LLC, our company's transfer agent, and wish to vote during this meeting, you may do so by clicking the proxy voting site link on the left-hand panel of your screen. [Operator Instructions]. Digital copy of the notice and proxy statement is also available for your review. You may access that document by clicking on the link named Meeting Materials on the left-hand side of your screen. An agenda that outlines the order of business for the meeting is displayed on the screen. There are 4 matters on the agenda today. Item number one, we are voting to elect 3 Class III directors; item number two, we're voting on a resolution to approve on a nonbinding advisory basis the compensation of the company's named executive officers. Liberty stockholders are entitled to vote at this meeting to approve the compensation of the company's named executive officers as disclosed in the proxy statement. This is an advisory vote only and it is not binding on the company or on the Board of Directors. A specific resolution is set forth in the proxy statement. Item number three, you're voting to ratify the selection of Deloitte & Touche LLP as external auditors of the company for the current year. Deloitte was recommended by the Board's Audit Committee, which is made up entirely of directors, who are independent under New York Stock Exchange rules. Deloitte has been the external auditor for your company since 2016. They have done a competent job, and the Board recommends their selection for the fiscal year 2022. Mark Wise, a partner with Deloitte & Touche LLP is in attendance today. Mr. Wise is in charge of the external audit team from Deloitte for our company. Wise will be available to answer questions during the last part of the meeting. Item 4, we are voting on a resolution to approve an amendment to our amended and restated certificate of incorporation to change the name of the company to Liberty Energy Inc. A specific resolution is set forth in the proxy statement. Those are the 4 items on the agenda. Mr. Elliott, the Vice President and General Counsel of your Company, will act as Secretary of this meeting. Record the minutes and see that they have attached all the necessary documents and exhibits. The Inspector of Election today is Steve Hoffman of American Stock Transfer and Trust Company LLC, our company's transfer agent. Mr. Hoffman has taken the necessary oath and has advised that we have a quorum present. So this is an official meeting and we can proceed with our business. During this meeting, we will address the matters described on the agenda shown on your screen. Voting will be completed, an announcement will be made regarding the preliminary results and then the formal meeting will be adjourned. Questions should be restricted to the procedures for the meeting and the proposals under consideration. Thank you for your understanding. If you're eligible to vote and have not submitted your ballot or proxy, or if you want to change your vote, please cast your digital vote via the function located on the left-hand side of the screen. Ballots will be tallied after we have voted on all matters on the agenda. Upon receipt of the ballots, the polls will officially be closed. The digital votes cast today will be counted in the final tally along with the proxies previously received. We will announce the preliminary results at the end of the meeting. Polls are now open for the 4 items of business as of 9:08 a.m. The first item of formal business is the election of 3 Class III directors, each for a 3-year term. The second item of formal business is to hold a nonbinding advisory vote on the compensation of the named executive officers of the company. The third item of formal business is to ratify or reject the Audit Committee's selection of Deloitte & Touche LLP as auditors to audit the accounts of your company for the current fiscal year, ending December 31, 2022. The fourth item of formal business is to vote on an amendment to our amended and restated certificate of incorporation to change the name of the company to Liberty Energy Inc. Are there any questions on these proposals? The floor is now open for discussion concerning the proposals. [Operator Instructions] We will respond to as many questions as practicable. Voting is by proxy and digital ballot. Each share of common stock is entitled to 1 vote. Let me remind you that if you have already sent in your signed proxy, there is no need for you to cast a ballot now unless you wish to change the vote that you put on the proxy. Individuals named in the proxy or any of them will vote your shares as indicated on the proxy that you already have mailed or delivered to us. As a reminder, if you are voting today, please make sure you also have your voting control number issued by AST and click the proxy voting site link on the left-hand side of your screen. We will now provide some additional time for the submission of voting. [Voting]

There being no further business to come before this meeting, I declare the polls are now closed for all items of business as of 9:11 a.m. No additional ballots, proxies or votes and no changes or revocations will be accepted. Proxies and digital ballots will now be tabulated by the Inspector of Election. We'll be happy to entertain any stockholder questions at this time. Does anyone have a question? Based upon preliminary information provided by the Inspector of Elections, I report that: number one, while only a plurality is required, [ each of the ] Class III nominees for the Board of Directors has received a majority of the votes cast and each is therefore duly elected to hold office for a term that will expire in 2025. Proposal number two, the proposal to approve by nonbinding advisory vote the compensation of the named executive officers has received a majority of the votes cast and the compensation as outlined in the proxy is therefore approved. Number three, the proposal to ratify the selection of Deloitte & Touche LLP as independent auditors of your company for the current year has received a majority of the votes cast and is therefore adopted. Number four, the proposal to approve an amendment to our amended and restated certificate of incorporation to change the name of the company to Liberty Energy Inc. has received a majority of the votes cast and is therefore approved. Final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be reported in a Form 8-K to be filed with the SEC within 4 business days following this meeting. Before adjourning, I would like to thank each stockholder who sent in a proxy for this meeting. I especially would like to thank you who are here for virtually attending. The meeting is now adjourned.