Permian Resources Corporation (PR) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to Centennial's Annual Meeting of stockholders. [Operator Instructions] I would now like to hand the conference over to Mr. Sean Smith, Chief Executive Officer. Thank you. Please go ahead, sir.

Thank you. Welcome to the Annual Meeting of Stockholders of Centennial Resource Development, Inc. I am Sean Smith, Chief Executive Officer of the company. I am also a Director of the company. In light of the recent public health concerns relating to COVID-19, we are holding this year's annual meeting of stockholders through this virtual format With me today is Steve Shapiro, the Chairman of our Board of Directors, and I'm pleased to have other members of our Board of Directors participating by phone this morning. The Directors in attendance, in addition to Steve and myself, are Maire Baldwin; Karl Bandtel; Matt Hyde; Pierre Lapeyre; Jeff Tepper; and Robert Tichio. We also have other members of our management team in attendance at this meeting, including George Glyphis, our Chief Financial Officer; Matt Garrison, our Chief Operating Officer; Davis O'Connor, our General Counsel; and Brent Jensen, our Chief Accounting Officer. Also joining us by phone is Bob Dennis, a representative of KPMG LLP, Centennial's independent registered public accounting firm. Before we commence the formal portion of the meeting, I'd like to touch on 2 housekeeping matters. First, if you are a shareholder of Centennial and wish to submit a question, you may do so during the meeting by typing the question into the box at the bottom left-hand side of the screen. But you must first -- but you must have logged into using your unique control number to submit a question. After we give an overview of the items of business being considered at this meeting, we will seek to answer submitted questions that relate only to those items of business. If you have any questions related to Centennial, but not specifically related to the items of business covered at the meeting, you can reach out to Centennial's Investor Relations department at [email protected], and those questions will be answered in a timely manner. Second, if you are a shareholder of Centennial that logged in using your unique control number, you can also vote your shares during the meeting by clicking on the Click here button on the bottom right-hand side of your screen. If you have already voted your shares, there is no need to vote again during today's meeting, unless you'd like to change your vote. At this time, I will turn the call over to Steve Shapiro to commence the formal portion of the meeting.

Thank you, Sean. The agenda for the meeting should be visible at the top right-hand side of your screen and a link to the rules of conduct is available under the Meeting Materials section on the screen. We intend to strictly follow the agenda and rules of conduct in carrying out the business of this meeting. In accordance with the company's bylaws, a copy of the notice of annual meeting of shareholders, proxy statement and formal proxy has been presented to all stockholders. As Chairman of the Board of Directors of the company, I have been provided with an affidavit from Broadridge Financial Services, 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's bylaws. These documents will be filed with the corporate records of the company. Centennial has appointed Broadridge Financial Services to act as Inspector of Election for this meeting and Chandi Jackson, a representative of Broadridge, is participating in today's meeting. Ms. Jackson has signed her Oath of Office, which will be filed with the records of this meeting. I have been informed by the Inspector of Election that the holders of 245,930,311 shares of common stock of the company are present in person or by proxy. This represents approximately 87%, which constitutes a majority of the total issued and outstanding shares of the company -- of the stock of the company entitled to vote at this meeting. 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 initial order of business of the annual meeting of Stockholders is the election of 3 Directors to our Board of Directors, each to serve as Class 1 Director for a term of 3 years expiring at our annual meeting of stockholders to be held in 2023 and until his or her successor is duly elected and qualified as described in the proxy statement. Our Board of Directors has unanimously recommended that you vote for the election for each of Maire Baldwin, Robert Tichio, and myself, Steve Shapiro, as Class 1 Directors of the company. These are the nominees so designated in the proxy statement relating to this meeting, copies of which were made available to all stockholders. The next order of business is to approve the compensation of the company's named executive officers. This proposal is a nonbinding stockholder advisory vote. Company's named executive compensation is discussed in the proxy statement that was made available to you earlier. Our Board of Directors has unanimously recommended that you vote for the approval of the compensation of the company's named executive officers. The third order of business is to approve the adoption of an amendment and restatement of the Centennial Resource Development, Inc.'s 2016 long term incentive plan. This proposal is discussed in the proxy statement and our Board of Directors has unanimously recommended that you vote for the approval of this proposal. The last order of business is the ratification of our Board of Directors' appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. Our Board of Directors has unanimously recommended that you vote for the ratification of KPMG as our independent registered public accounting firm. 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 by the company's bylaws, which require that certain information concerning stockholder proposals be provided to the company before the date of this meeting. The polls are open for voting on the 4 matters that have been presented to this meeting. If you have already voted, you need not vote again at this meeting. If you have not voted or if you'd like to change your vote, you may do so by clicking the click here button on the bottom right-hand side of your screen. If any stockholders has submitted questions through the web portal that relate to items of business being voted on this meeting, we will attempt to answer them now. As a reminder, you must have logged in using your unique control number to submit a question. We will attempt to answer as many questions as time allows, but only questions that relate to the items of business at this meeting. If you have any questions relating to Centennial, but not specifically related to the items of business covered at the meeting, we encourage you to reach out to Centennial's Investor Relations department.

So with there no questions being submitted, there being no further business to come before this meeting, this meeting is adjourned. Thank you for participating. Is that correct? Do we need to cover anything else?

No. No. I think...

I apologize. There is one more matter of business to address.

Yes. It appears that no questions have been submitted, but any stockholder who hasn't yet voted or wishes to change their vote may do so now. [Voting]

Now that everyone has had the opportunity to vote, I hereby declare the polls closed at 9:10 a.m. Mountain time on April 29, 2020. I have received the preliminary vote report from the Inspector of Election on the basis of the Inspector of Election's preliminary vote report, I hereby declare that Maire Baldwin, Robert Tichio and Steve Shapiro, have been elected directors of the company, to serve for a term of 3 years expiring at the 2023 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The advisory vote on named executive compensation has been approved. Three, the adoption of an amendment and restatement of the Centennial Resource Development, Inc. 2016 Long Term Incentive Plan has been approved; and for the election of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified by the stockholders of the company. We will report the final results in Form 8-K with the SEC and on our website within 4 business days. There being no further business to come before this meeting, this meeting is adjourned. Thank you for participating.