Magnolia Oil & Gas Corporation (MGY) Earnings Call Transcript & Summary

Good day, and welcome to the Magnolia Oil & Gas Annual Meeting of Stockholders. I would now like to turn the conference over to Steve Chazen. Please go ahead.

Thank you. Good morning, ladies and gentlemen. I'd like to welcome you to the 2020 Annual Meeting of Stockholders of Magnolia Oil & Gas Corporation. I'm Steve Chazen, Chairman of Magnolia's Board of Directors and is President and Chief Executive Officer. I will be presiding over this meeting. On behalf of the Board of Directors, the management and employees of Magnolia, I'd like to thank you for joining us this morning. To our stockholders, thank you for your ownership of Magnolia Oil & Gas. While we initially planned to hold a meeting -- hold an in-person meeting, that was not possible this year due to health and safety concerns related to the COVID-19 pandemic. Although we cannot be together in the same room, the virtual meeting format allows us to be more inclusive and reach a greater number of our stockholders regardless of where you were sitting this morning. First, let me introduce the nominees for election to our Board of Directors, each of us -- each have each -- who have each joined us on the call this morning from separate locations. Along with myself, the following 6 individuals currently serve on our Board of Directors and been nominated to serve for the upcoming term. Edward Djerejian, who serves as our Lead Independent Director; Arcilia Acosta, who serves as Chairman of our Nominating and Corporate Governance Committee; James Larson, who serves as Chairman of our Audit Committee; Dan Smith, who serves as Chair of our Compensation Committee; Angela Busch; and John Walker. Each of the directors' full biographies is available in the proxy statement. I'd like to thank our departing Director, Michael MacDougall, who served us for the last couple of years. And Michael is not standing for reelection, but I'd like to thank him for his service to the company. Now let me introduce Chris Stavros, Magnolia's Executive Vice President and Chief Financial Officer; and Tim Yang, Magnolia's Executive Vice President, General Counsel and Corporate Secretary, are also participating in the meeting today. Tim will act as Secretary of the meeting. Rhonda Carroll who's been engaged through Broadridge, serves as our inspector of collection, and [ Al Kakish ] and Kaye Rasmusson, partners at KPMG LLP, our independent auditor, have also joined the call today. I'll now turn the meeting over to Tim, who will chair the official business for us of the meeting, provide some brief remarks on procedural matters.

Thanks, Steve. If you are a Magnolia stockholder, you should have logged into the web portal using your 16-digit control number, which will allow you to vote online during this meeting. The control number may be found on your proxy card, vote instruction form or electronic notice to vote. If you do plan on voting, we kindly request that you please do so as soon as possible during the meeting. The virtual meeting website reflects today's agenda and has a list of rules of conduct for the meeting. This meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. As stated in the rules of conduct and disclosed in our supplemental proxy materials, questions were required to be submitted in advance no later than 11:59 p.m. Eastern Time on Friday, May 1. We did not receive any questions for today's meeting. If you have any technical difficulties during the meeting, you should call 1 (800) 586-1548 or if you are outside the United States, (303) 562-9288. These phone numbers are also available on the virtual meeting site. It is now approximately 8:05 a.m. Central time, and this meeting is officially called to order. The Board of Directors fixed March 6, 2020, as the record date for the determination of stockholders entitled to notice of and to vote at this meeting. On or about March 20, we began delivery of the notice of Internet availability of proxy materials, the proxy statement and our 2019 annual report on Form 10-K to holders of record as of March 6. In accordance with guidance issued by the Securities and Exchange Commission and an emergency order from the governor of the State of Delaware, we filed supplemental proxy materials with the SEC and issued a press release on April 15, notifying stockholders of the change in location of the annual meeting to a virtual meeting format only via live webcast. We have received an affidavit of mailing, establishing that notice of this meeting was duly given. A copy of the materials described above and the affidavit of mailing will be incorporated into the minutes of the meeting. The materials described above, along with a list of stockholders entitled to vote at this meeting, are available to stockholders electronically during this meeting. Rhonda Carroll has been appointed to act as an independent third-party inspector of election. As inspector of election, Rhonda is responsible for confirming the qualifications of any stockholder who voted or will vote during the meeting and is responsible for collecting, accepting and tabulating all votes, including all stockholder votes and votes by proxy. She has previously signed an oath of office, which will be included in the minutes of the meeting. She has advised us on the number of shares represented at the meeting, either in person or by proxy. The certified list of stockholders shows that holders of 168,419,312 shares of our Class A common stock and 85,789,814 shares or Class B common stock are entitled to vote at this meeting. The inspector of election has reported that holders of more than a majority of the voting power of the outstanding shares of our common stock entitled to vote at the meeting are present in person or by proxy. Therefore, I declare that a quorum is present, and this meeting is duly constituted and convened for purposes of transacting such business as may come -- properly come before it. As detailed in our proxy statement, there are 3 proposals to be voted on at this meeting. The first proposal is the election of 7 directors to serve on our Board of Directors for a 1-year term commencing on the date of the annual meeting and until their respective successors are duly elected and qualified. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following persons as directors of the company: Stephen Chazen, Arcilia Acosta, Angela Busch, Edward Djerejian, James Larson, Dan Smith and John Walker. The second proposal is the say-on-pay vote to approve the following advisory nonbinding resolution regarding the compensation of Magnolia's named executive officers for 2019. Resolved that the compensation paid to Magnolia's named executive officers as disclosed in the 2020 proxy statement, pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion is hereby approved. The final proposal is the ratification of KPMG as our independent registered public accounting firm for the 2020 fiscal year. The Board of Directors recommends a vote for each of the Director nominees, for approval of the advisory nonbinding say-on-pay vote; and for ratification of KPMG as our independent auditor for 2020. There being no discussion on the proposals, we will now proceed with voting on these proposals. I now declare the polls open. Please remember that if you've already sent in your proxy card or voted by Internet or telephone, your shares have been voted accordingly. You do not need to vote today unless you are voting for the first time or want to change your previous vote. If you are a stockholder and wish to change your earlier vote or have not yet voted, you may vote your shares through the virtual meeting site now and we will collect your vote. We will allow a brief pause for voting. [Voting]

I now declare the polls closed. We have been informed by the inspector of election that the proxies and ballots have been counted. The preliminary voting report indicates that each of the 7 nominees for election to the Board of Directors has been elected. The say-on-pay vote to approve an advisory nonbinding resolution regarding the compensation of Magnolia's named executive officers for 2019 has passed and the proposal to ratify the appointment of KPMG as our independent registered public accounting firm for the 2020 fiscal year has passed. A certificate of the inspector of election confirming the votes received with respect to the election of directors and each of the other proposals will be included in the minutes of this meeting. The final results will also be included in a Form 8-K that we will file with the SEC.

Thank you, Tim. Since there is no further formal business, the official business portion of the annual meeting is now adjourned, and the 2020 annual meeting of Magnolia's stockholders has concluded. I would like to express my sincere appreciation of stockholders who attended this meeting as well as those who submitted their proxies in advance. Thank you for your interest, support and ownership in Magnolia.

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