Northern Oil and Gas, Inc. (NOG) Earnings Call Transcript & Summary

June 12, 2020

New York Stock Exchange US Energy Oil, Gas and Consumable Fuels shareholder_meeting 6 min

Earnings Call Speaker Segments

Operator

operator
#1

Good afternoon, and welcome to the 2020 Annual Meeting of Stockholders for Northern Oil and Gas, Inc. Most stockholders have already voted by proxy and the proxy votes have been tallied, please note that recording of this meeting by means of audio, video, transcription or any other method is strictly prohibited. A webcast playback of the meeting will be available at the same link for this meeting promptly after the conclusion of the meeting. If you are a stockholder of record or a beneficial stockholder possessing a legal proxy from your bank or broker and you want to vote your shares now or change your vote, you may do so during the meeting by clicking on the Vote Here button on the webcast screen. [Operator Instructions] Your question will not be visible to other participants. Stockholders were also able to submit questions in advance of today's meeting via the voting website. Questions received during the meeting may not be answered live. But instead, the company may respond to such questions directly or through a posting on the company's website following the conclusion of this meeting. At this time, I'd like to introduce Nick O'Grady, CEO of Northern Oil and Gas. Please go ahead, sir.

Nicholas O'Grady

executive
#2

Good afternoon. The meeting is now called to order and the polls are open. Welcome, everyone, to the 2020 Annual Meeting of Stockholders. We are pleased to be hosting our first annual -- virtual annual meeting. Before we begin, I would like to introduce some key individuals who are present and joining us by remote access today. From our Board of Directors, our Chairman, Bahram Akradi; as well as Lisa Bromiley, Ernie Easley, Michael Frantz, Bob Grabb, Jack King, Stuart Lasher and Mike Popejoy. From our management team, Chad Allen, our Chief Financial Officer; Adam Dirlam, our Chief Operating Officer; Erik Romslo, our Chief Legal Officer and Secretary; Jim Evans, our Senior VP of Engineering; and Mike Kelly, our Executive Vice President of Finance. And finally, from our independent auditors, Deloitte & Touche, Jared Bickler and Todd Burke, who are present and available to answer any appropriate questions the stockholder may wish to raise. I would now like to turn the line over to Erik Romslo, our Chief Legal Officer and Secretary, to conduct the business portion of today's meeting.

Erik Romslo

executive
#3

Thank you, Nick. There are present at this meeting, in person or by proxy, holders of more than a majority of the voting power of the shares entitled to vote. As a result, a quorum is present and the meeting is declared lawfully and properly convened and we are able to proceed to the transaction of business. The agenda for this meeting includes the following 3 items, which were more fully described in the proxy materials for the meeting. First, the election of our Board of Directors to serve until the next annual meeting of stockholders. All of our current directors were nominated for reelection. Second, the ratification of our appointment of Deloitte & Touche as our independent auditor for 2020. And third, an advisory vote to approve the compensation of our named executive officers. Only stockholders of record at the close of business on April 15, 2020, are entitled to vote at this meeting. Now on to the business portion of the meeting. John [ Connors ], a representative of Broadridge Financial Services, has been appointed as inspector of election, and he has executed an oath of office. The polls remain open at this time, but we expect to close them shortly. Stockholders who have sent in proxies or previously voted via the internet or by phone and who do not wish to change their vote, do not need to take further action. Those votes will be counted automatically. Our bylaws require advanced notice of nominations and any other items of business to be brought before meeting. We did not receive notice of any other matters for consideration by stockholders. The polls are now closed. Based on proxies and votes received prior to this meeting, all 8 director nominees received the affirmative vote of a plurality of the voting power of the shares present and entitled to vote on that matter. Accordingly, each of them has been elected to serve until our next annual meeting of stockholders. Also a majority of the shares present and entitled to vote on Proposal 2 were voted in favor of that proposal. Accordingly, the proposal is approved and our appointment of Deloitte & Touche is ratified. And finally, a majority of the shares present and entitled to vote on Proposal 3 were also voted in favor of that proposal. Accordingly, the compensation of our named executive officers, as disclosed in our proxy statement for this meeting, received the advisory approval of the stockholders. The inspector of election will tabulate and report the final vote tallies to me after this meeting, and we expect to report the final results on a Form 8-K shortly after that. Since there is no further business to properly come before this meeting, I now declare the formal business portion of the meeting to be adjourned. With that, I will now turn the line back over to Nick O'Grady. Nick, there are no questions in the queue.

Nicholas O'Grady

executive
#4

Thanks, Erik. Seeing no further questions that will require an immediate response. With that, I will officially call the meeting to a close. Thank you to everyone who joined us today. We look forward to speaking with many of you over the coming months.

Erik Romslo

executive
#5

I'll turn it back over to you, Jamie.

Operator

operator
#6

Ladies and gentlemen, with that, we'll conclude today's conference. We do thank you for joining. You may now disconnect your lines.

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