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

Hello, and welcome to the Liberty Energy Inc. Annual Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions]. I would like to now turn the meeting over to William Kimble Chairman of the Board of Directors of Liberty Energy Inc.

Good morning. This is the 2025 Annual Meeting of the Stockholders of Liberty Energy Inc. My name is William Kimble, and I'm the Chairman of the Board of Directors of your company. I'll preside at this meeting. Welcome, and thank you for attending. I hope you all either received the company's 2024 annual report prior to the meeting or that you pulled it up on the website today. If you read the letter that begins just inside the report, you have an excellent summary of Liberty's performance in 2024. Now, let me give you an outline of the plan for this meeting. First, I will introduce our directors up for reelection, and then we'll turn to the official business of the meeting. The following members of our Board of Directors are standing for election today. Peter Dea. Mr. Peter Dea serves as Chairman of the Compensation Committee and is also a member of the Nominating and Governance Committee of your company. Peter is Executive Chairman of Confluence Resources LP and the President, Chief Executive Officer of Cirque Resources LP, both private oil and gas companies. Peter also currently serves as the Chairman of the Board of Ovintiv Inc. and as a Director of Antero Midstream Corporation. James McDonald. Mr. James McDonald's serves as the Compensation Committee of your company. James has been a Senior Vice President of Investor Relations for Schlumberger, an international oilfield services and technology company since April 2023. And prior to that, was President Americas Land for Schlumberger since July 2020. Prior to that, he held multiple executive positions at Schlumberger. William Kimble, I'm the Chairman of the Board. Chairman of the Audit Committee and a member of the Nominating and Governance Committee of your company. I've also served as the Non-Executive Chairman of your company since February 2025, and prior to that was the Lead Director since October 2018. Previously, I was the managing partner for the Atlanta Office and Managing Partner Southeastern United States at KPMG, one of the largest auto tax and advisory service firms in the world. I am on the Board of Directors and the Chairman of the Audit Committee for Northern Oil and Gas and previously served on the Board of Directors and Audit Committee of PRGX Global, Inc. and the Board of Directors, Special Committee and Chairman of the Audit Committee for DCP Midstream. Now we'll 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 that was previously distributed, you are entitled to participate in and vote at the meeting, if you are a stockholder as of the close of business on February 19, 2025, 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 a voting control number issued by the Equiniti Trust Company, LLC, our company's transfer agent, and wish to vote during the meeting, you may do so by clicking the proxy voter site link on the left-hand panel of your screen. [Operator Instructions]. A 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 documents on the left-hand side of your screen. An agenda with the items of business for the meeting is displayed on the screen and includes 9 proposals being voted on as further disclosed in the proxy statement. Sean Elliott, the Chief Legal Counsel and Corporate Secretary of your company, will act as Secretary for this meeting, record the minutes and see that the required corporate records are completed. The inspector of election today is Steven Hoffman of a Equiniti Trust Company, LLC, our company's transfer agent. Mr. Hoffman has taken the necessary oath and has advised that we have a quorum present. As a result, I declare that the meeting is duly and lawfully convened, and we can proceed with the items of business. During this meeting, we will address the matters described on the agenda shown on the 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 are eligible to vote and have not submitted your proxy ballot or proxy or if you want to change your vote, please cast your digital vote via the function located on the left side of the screen. Ballots will be tallied after we voted on all matters on the agenda. Upon receipt of the ballots, the polls will be officially 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 of the voting at the end of the meeting. The polls are now open for voting on the following items of business as of 9:06. Proposal 1. We are voting to elect 3 Class III directors to serve until 2028 Annual Meeting or until their successors are duly elected and qualified. The Board recommends voting for all 3 director nominees. Proposal 2. We are voting on a resolution to approve on a nonbinding advisory basis, the compensation of the company's named executive officers as disclosed in the proxy statement. The Board recommends voting for this item. This is an advisory vote only and is not binding on the company or its Board of Directors. Proposal 3, we are voting to ratify the Audit Committee's appointment of Deloitte as our independent registered public accounting firm for the current year. The Board recommends voting for this item. Tessa Schneider, a partner with Deloitte, who is in attendance today. Tessa is in-charge of Deloitte's for our team. Tessa will be available to answer any questions during the last part of the meeting. Proposal 4. We are voting on the resolution to approve on a nonbinding advisory basis, the frequency of future advisory votes to approve the compensation of the company's named executive officers. The Board recommends voting 1 year on this item. This is an advisory vote only and is not binding on the company or the Board of Directors. Proposal 5. We are voting to approve an amendment to the company's certificate of incorporation to declassify the Board of Directors. The Board recommends voting for this item. Proposal 6. We are voting to approve an amendment to the company's certificate of incorporation to remove the 66 and 2/3 supermajority vote requirements to amend, alter or repeal our certificate of incorporation and bylaws and to remove directors from office. The Board recommends voting for this item. Proposal 7, we are voting to approve an amendment to the company's certificate of incorporation to limit the liability of certain of our officers. The Board recommends voting for this item. Proposal 8, we are voting to approve an amendment to the company's certificate of incorporation to delete the waiver of Section 203 of the Delaware General Corporation Law. The Board recommends voting for this item. Proposal 9, we are voting to approve miscellaneous amendments to clarify and update the company's certificate of incorporation. The Board recommends voting for this item. The floor is now open for questions and discussion concerning the proposals. [Operator Instructions]. We will respond to as many questions as practical. Voting is by proxy and digital ballot. Each share of common stock is entitled to one vote. Let me remind you that if you've 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 your proxy. The individuals named in the proxy 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 have your voting control number issued by Equiniti and click the proxy voting site link on the left-hand side of the stream. We will now provide additional time for the submission of voting. [Voting]

There being no further business come before the 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. The 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 anybody have a question? Okay. Based on the preliminary information provided by the Inspector of Elections, I can report that each of the Class III nominees for the Board of Directors have received sufficient votes to be elected and each is therefore duly elected to serve for a term expiring at the 2028 Annual Meeting. Two, the advisory vote regarding the compensation of the company's named executive officers as disclosed in the proxy statement has received a majority of the votes cast and therefore, is approved. Three, the proposal to ratify the selection of Deloitte as independent auditors of your companies for the current year has received a majority of the votes cast and is therefore ratified. Fourth, the frequency of 1 year has received the greatest number of votes based on a plurality of those cast for the frequency of future advisory votes to approve the compensation for your company's named executive officers. Five, the proposal to amend the certificate of incorporation to declassify the Board of Directors has received at least 2/3 of the voting power of outstanding shares and therefore, is approved. Sixth, the proposal to amend the certification of incorporation to remove the 66.2/3 supermajority of votes requirements to amend alter or repeal our certificate of incorporation and bylaws and to remove directors from office, has received at least 2/3 of the voting power of outstanding shares and therefore, is approved. Seven, the proposal to amend the certificate of incorporation to limit the liability of certain of our officers, has received at least 2/3 of the voting power, the outstanding shares and therefore, is approved. Eight, a proposal to amend the certificate of incorporation to delete the waiver of Section 203 of the Delaware General Corporate Law has not received at least 2/3 of the voting power of outstanding shares and is therefore not approved. Nine, lastly, the proposal to approve miscellaneous amendments to clarify the update and update the certificate of incorporation has received at least 2/3 of the voting power of outstanding shares, and therefore, is approved. The final voting results, including any ballots and proxies reporting during the 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 voting results will also be reported in a filing with the Securities Exchange Commission within 4 business days following this meeting. Before adjourning, I would like to thank all of our stockholders, especially those who sent in a proxy for this meeting, and those in attendance at this virtual meeting. The meeting is now adjourned.