Oil States International, Inc. (OIS) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Oil States International, Inc. Please note, today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn the meeting over to Bob Potter, Chairman of the Board of Directors of Oil States. Mr. Potter, the floor is yours.

Welcome to the Annual Meeting of Stockholders of Oil States International, Inc. I'm Bob Potter, your Chairman of the Board of Directors, and I will be conducting the formal business of the meeting. Due to public health concerns related to the COVID-19 pandemic and to support the health and well-being of our employees, our stockholders and our community, the company has elected to hold a virtual annual meeting this year. We expect to resume in person our hybrid annual meetings beginning with our 2021 annual meeting. Today's virtual-only meeting is a live webcast. We believe in engaging with our stockholders, and we hope this virtual meeting will maximize the participation of stockholders regardless of their location. Thank you very much to those who are participating in our meeting online today. If there are any stockholders present who have not submitted their proxies or who wish to vote, please do so at this time. You may do so by clicking on the link provided online. I would like to start off by introducing the company's Directors and Principal Officers. First, our Directors: Cindy Taylor, President and Chief Executive Officer; Larry Dickerson, Retired President and Chief Executive Officer of Diamond Offshore Drilling; Darrell Hollek, Retired Executive Vice President Operations of Anadarko Petroleum Corporation; Jim Nelson, Retired Director and Founding Shareholder of Cal Dive International; Chris Seaver, Retired President and Chief Executive Officer of Hydril; Joe Wright, Retired Executive Vice President and Chief Operating Officer of Concho Resources; Hallie Vanderhider, Managing Director of SFC Energy Partners; Bill Van Kleef, Retired Executive Vice President and Chief Operating Officer of Tesoro. And now our officers: Lloyd Hajdik, Executive Vice President, Chief Financial Officer and Treasurer; Chris Cragg, Executive Vice President Operations; Jeff Steen, Executive Vice President Human Resources and Legal; Scott Moses, Executive Vice President Offshore, Manufactured Products; Ben Smith, President of GEODynamics, Inc.; Brian Taylor, Vice President, Controller and Chief Accounting Officer; Alina Choun, Vice President Tax; Todd Witherington, Vice President of Internal Audit and Chief Compliance Officer; Bill Maxwell, Senior Counsel and Corporate Secretary; and Ellen Pennington, Assistant Corporate Secretary. Representatives of EY, our independent registered public accounting firm, are also with us today. Those joining us include Craig Parks, the 2020 EY Coordinating Partner; Herb Listen, the 2019 EY Coordinating Partner; Brian Thorne, Engagement and Audit Partner; and Chase Gentry, Assurance Senior Manager. Mike Telle with Vinson & Elkins, our external legal counsel, is also present today. Let's now proceed with the formal portion of the meeting. I call your attention to the agenda and the rules of conduct set forth for this meeting, each of which we will strictly follow in carrying out the business of this meeting. These were made available to each stockholder in the File section in the lower left of the screen. As Chairman of the Board of Directors of the company, I have presented to all stockholders, in accordance with the bylaws, a copy of the notice of annual meeting of stockholders, proxy statement and form of proxy. Additionally, I subsequently presented to all stockholders a notice of the change in location of this meeting due to the COVID-19 pandemic. I've been provided with an affidavit from the company's transfer agent establishing that this notice of meeting was duly provided in accordance with the bylaws. The voting list of stockholders is available for inspection during this meeting as provided by the company's bylaws. These documents will be filed with the corporate records of the company. I appoint Jenna Arnold of Computershare, the company's registrar and transfer agent, as Inspector of Election. Ms. Arnold has signed her oath of office, which will be filed with the records of this meeting. The Inspector of Elections will now report on the number of stockholders present in person or by proxy.

I would like to report that the holders of 57,650,236 shares of common stock of the company are present in person or by proxy. This represents approximately 94.53% of the total issued and outstanding shares of common stock of the company. This also represents a majority of the issued and outstanding shares of the common stock of the company.

Thank you, Jenna. Based on that report, I declare that a quorum is present and that this meeting is duly constituted and convened and is confident to proceed with the transaction of business. The order of business of this Annual Meeting of Stockholders, as described in the proxy statement, is to elect 3 directors to serve until 2023 Annual Meeting of Stockholders; to conduct an advisory vote to approve the compensation of the company's named executive officers; and to ratify the selection of EY as the company's independent registered public accounting firm for the year ending December 31, 2020.

Mr. Chairman, my name is Lloyd Hajdik. And as a holder of common stock of the company, I nominate Lawrence R. Dickerson, Christopher T. Seaver, and Cindy B. Taylor to serve as Directors of the company until the 2023 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. I also move the approval of the advisory vote on executive compensation of the company's named executive officers and the selection of EY as the company's independent registered public accounting firm for the year ending December 31, 2020.

Do I hear a second?

Mr. Chairman, my name is Jeff Steen, and I'm a shareholder. I second each of the 3 motions made by Mr. Hajdik to approve items included in the proxy statement.

There are no other proposals to come before this meeting, since management has not made any other proposal, and no other proposals were submitted by stockholders in the manner prescribed in the company's bylaws. As a result, I now declare the polls open for voting on the 3 matters that have been presented for consideration at this meeting. As stated in the proxy, the Board of Directors recommends a vote in favor of all 3 proposals. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote need not take any further action. [Voting]

If any stockholder has questions with respect to the items of business being voted on at this meeting, Ms. Taylor or I will attempt to answer them. [Operator Instructions] It appears that all voting has been complete, and I hereby declare the online voting will now be closed. Ms. Arnold, would you please make your preliminary report on the results of the voting?

As Inspector of Election, I have counted the preliminary votes of the stockholders by ballot received by Computershare and found that an aggregate of 53,096,869 shares of common stock of the company were voted for the election of the nominated directors, and each of the nominated directors were duly elected with each nominee receiving over 96.59% of the votes cast. For the advisory vote on executive compensation I can report that a preliminary aggregate of 47,599,751 shares of common stock of the company were voted for the resolution, approving the compensation of the company's named executive officers, representing 86.59% of the votes cast. I further report that a preliminary aggregate of 56,162,861 shares of common stock of the company were voted for the appointment of EY as the company's independent registered public accounting firm for 2020. The shares so voted for the appointment of EY represent 97.42% of the votes cast. As inspector of election, I will file my certificate on the final results of the voting with the Secretary of the Meeting.

On the basis of the Inspector of Election's certificate, I hereby declare that Lawrence R. Dickerson, Christopher T. Seaver and Cindy B. Taylor have been elected Directors of the company to serve until the 2023 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. The advisory vote on executive compensation has been approved. The selection of EY has been ratified by the stockholders of the company. The Inspector of Election's certificate and results of the voting, together with the proxies and ballots related thereto are ordered filed with the records of this meeting. There being no further business to come before this meeting. The meeting is adjourned.