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 that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's 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, stockholders and our community, the company has elected to hold this meeting in a virtual format. Today's meeting is being conducted via live webcast. We believe in engaging with our stockholders, and we hope that this virtual meeting format will maximize the participation of stockholders regardless of their physical location. Thank you very much to those of you who are participating today. If there are any stockholders present who have not submitted their proxies or wish to vote, please do so at this time. You may do so now 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. Mr. Nelson is not standing for reelection after 17 years of service on the Board. 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; and Bill Van Kleef, Retired Executive Vice President and Chief Operating Officer of Tesoro. Mr. Van Kleef is not standing for reelection after 15 years of service on the board. Jim Nelson and Bill Van Kleef are retiring from the company's Board of Directors at the conclusion of this annual meeting of stockholders. On behalf of the Board of Directors and the management and employees of the company, we want to thank them for their service and leadership. Now our officers: Lloyd Hajdik, Executive Vice President, Chief Financial Officer and Treasurer; Scott Moses, Executive Vice President, Offshore Manufactured Products; Brian Taylor, Vice President, Controller and Chief Accounting Officer; 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 2021 EY Coordinating Partner; and Brian Thorne, Engagement Audit Partner. 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 follow strictly in carrying out the business of this meeting. These were made available to each stockholder in the File section in the lower left portion 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. I have been provided with an affidavit from the company's transfer agent establishing that notice of this 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 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 election will now report on the number of stockholders present in person or by proxy.

I would like to report that the holders of 53,666,483 shares of common stock of the company are present in person or by proxy. This represents approximately 87.54% 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 competent 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 1 director to serve until the 2024 Annual Meeting of Stockholders; to conduct an advisory vote to approve the compensation of the company's named executive officers; to ratify the selection of EY as the company's independent registered public accounting firm for the year ending December 31, 2021; and to approve the amended and restated Equity Participation Plan of Oil States International, Inc.

Mr. Chairman, my name is Lloyd Hajdik. And as a holder of common stock of the company, I nominate E. Joseph Wright to serve as director of the company until the 2024 Annual Meeting of Stockholders until his successor has been duly elected and qualified. I also move the approval of this advisory vote on executive compensation of the company's named executive Officers; the selection of EY as the company's independent registered public accounting firm for the year ending December 31, 2021; and the approval of the amended and restated Equity Participation Plan of Oil States International, Inc.

Do I hear a second?

Mr. Chairman, my name is Brian Taylor, and I am a stockholder. I second each of the 4 motions made by Mr. Hajdik to approve the 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 4 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 4 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. If any stockholder has questions with respect to items of business being voted on at this meeting, Ms. Taylor or I will attempt to answer them. To ask a question, click on the Message icon to submit your question. [Voting]

Seeing none. 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 find that an aggregate of 43,386,797 shares of common stock of the company were voted for the election of the nominated director, and the nominated director was duly elected, receiving over 89.7% of the votes cast. For the advisory vote on executive compensation, I can report that an aggregate of 45,342,318 shares of common stock of the company were voted for the resolution approving the compensation of the company's named executive officers, representing 93.74% of the votes cast. I further report that an aggregate of 52,518,022 shares of common stock of the company were voted for the appointment of EY as the company's independent registered public accounting firm for 2021. The shares so voted for the appointment of EY represent 97.86% of the votes cast. For the vote on the amended and restated Equity Participation Plan of Oil States International, Inc., I can report that an aggregate of 46,229,218 shares of common stock were voted for the resolution approving the amended and restated Equity Participation Plan of Oil States International, Inc., representing 95.57% 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 certificate, I hereby declare that E. Joseph Wright has been elected director of the company to serve until 2024 Annual Meeting of Stockholders and until his successor has 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 amended and restated Equity Participation Plan of Oil States International, Inc. has been approved. The inspector of election certificate on the results of voting together with the proxies and balance related thereto or ordered filed with the records of this meeting. There being no further business to come before this meeting, this meeting is adjourned.

This concludes the meeting. Thank you all for attending. You may now disconnect.