Permian Resources Corporation (PR) Earnings Call Transcript & Summary

April 28, 2021

New York Stock Exchange US Energy Oil, Gas and Consumable Fuels shareholder_meeting 9 min

Earnings Call Speaker Segments

Sean Smith

executive
#1

Welcome to the Annual Meeting of Shareholders of Centennial Resource Development. I am Sean Smith, Chief Executive Officer of the company. I am also a Director of the company. As we collectively continue to face the challenges associated with the COVID-19 pandemic, we wish you and your families well. For the health and safety of our employees and our shareholders, we are holding this year's annual meeting of shareholders through this virtual format. With me today is Steven 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; 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 today are Bob Dennis and Darryl Lloyd, representatives of KPMG, 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 clicking on the Q&A button at the bottom of your screen and then typing your question into the question field that will appear. But you must have logged in using your unique control number to submit a question. Submitted questions will be visible only by us and not by the other shareholders in attendance at this meeting. 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 matter. Second, if you are a shareholder of Centennial that logging in using your unique control number, you can also vote your shares during the meeting by clicking on the voting button at the bottom 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.

Steven Shapiro

executive
#2

Thanks, Sean. The agenda for the meeting should be visible on your screen and our link to the rules of conduct is available by clicking the materials button on the bottom of your 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 the 2021 annual meeting of shareholders, proxy statement and formal proxy has been presented to all shareholders. 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 shareholders 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 elections 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 records of this meeting as well. I have been informed by the inspector of election that holders of 212,772,575 shares of common stock of the company are present in person or by proxy. This represents approximately 73.2%, which constitutes a majority of the total issued and outstanding shares of the company's 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 this annual meeting of shareholders is the election of 3 directors to our Board of Directors, each to serve as a Class II Director for a term of 3 years expiring at our annual meeting of shareholders to be held in 2024, and until his 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 of each of Karl Bandtel, Matt Hyde and Jeff Tepper as Class II directors of the company. These are the nominees though designated in the proxy statement relating to the meeting, copies of which are made available to all shareholders. The next order of business is to approve the compensation of the company's named executive officers. This proposal is a nonbinding shareholder advisory vote. The 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. 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, '21. 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 proposals and no proposals were submitted by shareholders in the manner prescribed by the company's bylaws, which require that certain information concerning shareholder proposals be provided to the company before the date of this meeting. The polls are now open for voting on the 3 matters that have presented to this meeting. If you have already voted, you need not vote again at this meeting. If you had not voted or if you'd like to change your vote, you may do so by clicking the voting button on the bottom of your screen. Any shareholders have submitted questions through the web portal that relate to items of business be voted on this meeting, we'll 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 Investment Relation Department after the meeting. I'm checking for questions, and there are no questions at this time. Any shareholder who hasn't yet voted or wishes to change their vote may do so now. I'll give you a second to do that. [Voting]

Steven Shapiro

executive
#3

Now that everyone has had the opportunity to vote. I hereby declare the polls closed at 9:07 a.m. Mountain Time on April 28, 2021. I have received the preliminary vote report from the inspector of elections. On the basis of the inspector of election's preliminary vote report, I hereby declare that Karl Bandtel, Matt Hyde and Jeff Tepper have been elected members -- have been elected directors of the company to serve for a term of 3 years expiring in 2024 annual meeting of shareholders and until their respective successors have been duly elected and qualified. The advisory vote on named executive compensation has been approved. The selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, has been ratified by the shareholders of the company. We will report the final results in a Form 8-K with the SEC and on our website within 4 business days. There being no further business to come before this meeting, the meeting is adjourned. Thank you all for participating.

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