Sempra (SRE) Earnings Call Transcript & Summary

Good morning. I'm Jeff Martin, Chairman and CEO of Sempra Energy. I'd like to welcome you to the Sempra Energy 2021 Annual Shareholders Meeting. On behalf of your Board of Directors and Sempra's more than 19,000 employees, we thank you, our company's owners, for attending. I'd like to make a few remarks before we call the meeting to order. First off, Sempra Energy, like you, has had to take extraordinary steps in response to the COVID-19 pandemic, many of which have been outlined in our proxy statement, annual report, first quarter report that was recently filed with the Securities and Exchange Commission, or SEC, and our recently issued corporate sustainability report. For the past year, our teams have been on the front lines, delivering essential services to health care centers, first responders, public and private hospitals, grocery stores and other critical businesses who rely on our company every day to provide the energy they need to power their lives. Our employees are well trained and dedicated to our mission, and I'm inspired every day by their unwavering commitment to serving our communities with a consistent and strong focus on safety. We are grateful for their hard work and professionalism. Although the past year brought many unexpected challenges, we continue to focus on delivering long-term sustainable value for our shareholders and other stakeholders, while delivering safe and reliable energy to more than 36 million customers in growing markets right here in North America. Moreover, we view new critical infrastructure investments as being central to our strategy of advancing the clean energy transition in every market that we serve. Let me mention that joining us today are Trevor Mihalik, Chief Financial Officer; Kevin Sagara, Executive Vice President and Group President; Karen Sedgwick, Senior Vice President and Chief Human Resources Officer; Erbin Keith, Deputy General Counsel; Lisa Alexander, Senior Vice President, Corporate Affairs and Chief Sustainability Officer; Jennifer Jett, Vice President of Governance and Corporate Secretary; Greg Seelagy of Deloitte & Touche, or D&T, the company's independent registered public accounting firm; Jim Alden of American Election Services, our Inspector of Elections; and all 12 of our director nominees. Next, the Inspector of Elections has informed me that more than 89% of our outstanding shares is present or represented by proxy at today's meeting. Since we now have a quorum, I now call to order the Sempra Energy 2021 Annual Shareholders Meeting and declare that the polls are open. Let me start with a little bit of housekeeping. We anticipate today's meeting will run smoothly. But in the event that we experience technical difficulties that prevent us from properly conducting the meeting, please note that I reserve the right to recess or adjourn today's meeting in my discretion. Also, if technical issues with the meeting platform prevent me from communicating with shareholders on the meeting web portal or any other event occurs that otherwise disrupts our ability to continue the meeting before the polls are closed and before the formal business portion of the meeting has been completed, this meeting will be adjourned. Thereafter, we'll reconvene on this website on May 18, 2021, at 9:00 a.m. Pacific Time, unless announced differently at this meeting. If that happens, we expect an announcement will also be made on this website. Next, we'd like you to know that we've tried to make it as easy as possible for all shareholders to participate during the meeting. For shareholders who have accessed the meeting with a 16-digit control number, you may submit questions or comments by clicking the Q&A button located at the bottom right on your screen and by typing the question in the box that appears at the bottom of the screen. Click the blue arrow to submit your question. Each shareholder must also provide his or her name and e-mail address upon logging into the meeting site in order for any submitted questions to be recognized during the meeting. I would also note that only questions relating to the business items to be covered at this meeting that have not already been fully discussed in the company's proxy statement will be addressed during the formal portion of the meeting. Following adjournment of today's meeting, we will respond to questions about our business and operations as time permits. It's important to also note that only shareholders who have accessed the meeting web portal using a 16-digit control number may vote during the meeting prior to the closing of the polls. You need to vote today only if you have not already voted by proxy or if you wish to change your previously submitted vote. If you have not voted or you wish to change your vote, you may do so today while the polls are open by clicking the voting button located at the bottom right on your screen. The voting polls will close immediately prior to the conclusion of the formal portion of this meeting. I would also note that today's meeting will cover only the 5 business items outlined in the company's proxy statement for this meeting. The proxy statement may be viewed at any time by clicking the materials button located at the bottom right on your screen. The first item of business today is the election of directors. We are pleased to bring forward a slate of 12 talented director nominees with a diverse set of skills and business experiences. The 12 nominees are as follows: Alan L. Boeckmann, Andrés Conesa, Maria Contreras-Sweet, Pablo A. Ferrero, William D. Jones, Jeffrey W. Martin, Bethany J. Mayer, Michael N. Mears, Jack T. Taylor, Cynthia L. Walker, Cynthia J. Warner, and finally, James C. Yardley. No other candidates have been nominated for election at this meeting in compliance with our bylaws. Accordingly, no other nominations can be considered at this time, and nominations are hereby closed. The second item of business today is the ratification of the Audit Committee's appointment of D&T as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. Our Audit Committee appoints, retains, overseas and determines the compensation of the independent auditor. The committee has appointed D&T as the company's independent registered public accounting firm to audit our financial statements and the effectiveness of our internal control over financial reporting for 2021, and we are asking our shareholders to ratify the committee's appointment. The third item of business today is the advisory approval of our executive compensation as reported in the company's proxy statement for this meeting. Your Board of Directors has recommended that you vote for all of the director nominees and for Proposals 2 and 3. The Board's recommendations are more fully discussed in the company's proxy statement for this meeting. Next, the fourth item of business today is a shareholder proposal requesting an amendment to our Proxy Access bylaw to eliminate the shareholder nominating group limit if properly presented at this meeting. This proposal is being introduced by Mr. John Chevedden. Thank you for attending, Mr. Chevedden. Would you please kindly introduce your proposal?

Hello. This is John Chevedden. Can you hear me okay?

Yes, I can. I hear you very loud and clear.

Proposal 4, improve our Catch-22 Proxy Access shows request that our Board of Directors take the steps necessary to enable as many shareholders as may be needed to combine their shares to equal 3% of our stock owned continuously for 3 years in order to enable shareholder proxy access. Proxy Access allows a group of shareholders to nominate a director who will compete with management-nominated directors to see who gets the most votes. Competition is good for our Board of Directors. Currently, a strict limit of 20 shareholders must have owned $1.2 billion of Sempra stock for an unbroken 3 years in order to nominate 1 candidate for the Board under our Proxy Access rules. A strict limit of 20 deep-pocket shareholders does not allow for a diverse group of shareholders. It is disappointing that management does not support the diversity that this proposal calls for. As a practical matter, it is unlikely that more than 50 shareholders would participate in nominating a director using Proxy Access with this proposal. There is hardly any administrative difference in 20 shareholders submitting proof of owning $1.2 billion of Sempra stock compared to 50 shareholders submitting proof of owning $1.2 billion of Sempra stock. And adopting this proposal, which show management's commitment to diversity. This proposal is asking for so little. Our current Proxy Access is way out of balance and too difficult for shareholders to make use of. The evidence is that there's not been 1 Proxy Access candidate placed on the ballot of any company during the past 5 years. There have been 500 companies with a shareholder right for Proxy Access during these 5 years. 5 years times 500 companies equals 2,500 company years without 1 Proxy Access candidate. This means that under our current rules, a company such as Sempra would not expect 1 Proxy Access director candidate during the next 2,500 years. This is way out of balance as far as shareholders are concerned. Plus the Proxy Access director candidate then has a formidable challenge of getting more votes than at least 1 established director. This would require impressive shareholder support over an incumbent director and would be a clear indication that an incumbent director needed to be replaced. Management promotes the fallacy that shareholders should be apathetic in improving our corporate governance with this proposal simply because we have the average governance practices that a lot of other companies have. The unfortunate attitude of management is that since Sempra is average, the Sempra goal is to block improvement. The effective -- the effectiveness of a good governance proposal like this proposal is that it would not result in more cost because the mere presence of good governance service is a guardrail to make sure that management elects the best directors on their own. Because if management does not elect the best directors, shareholders didn't have a remedy with teeth with to make their director nominations known to management. Please vote yes, improve our Catch-22 Proxy Access Proposal 4.

Thank you, Mr. Chevedden for your contribution and for presenting your proposal. Your Board of Directors recommends that you vote against this proposal. The Board's recommendation is more fully discussed in the company's proxy statement for this meeting. Next, the fifth item of business today is a shareholder proposal requesting a report on alignment of our lobbying activity with the Paris Agreement if properly presented at this meeting. This proposal is being introduced by Putney School Inc Endowment Investment Manager and other co-filers and by Calvert Research and Management. The proponents have sent Mr. Max Dulberger as their representative to present this proposal. Thank you for attending, Mr. Dulberger. Please introduce the proposal.

Good morning. My name is Max Dulberger with the Office of the Illinois State Treasurer. Thank you for the opportunity to present Proposal #5, submitted by, as you [ saw ], Calvert Research and Management and the Office of the Illinois State Treasurer. So our proposal comes down to this. Investors currently lack sufficient information to understand how Sempra ensures its lobbying activities and the lobbying positions of its trade associations aligned with the goals of Paris Agreement. As such, investors lack this information to understand whether or to what extent Sempra is taking action to address any areas of misalignment, which may create material risk exposures. Good policy is essential to mitigate the consequences of climate change and establish a sustainable market environment. If the world is to meet the 1.5-degree target of the Paris Agreement, science demonstrates that the use of natural gas, like coal and other sources of greenhouse gases must be reduced. The Biden administration has established a goal to create a carbon-free power sector by 2035 in states like California, taking the lead in advancing policies to transition away from fossil fuels, a trend surely to continue. Yet rather than focusing its resources to capitalize on evolving opportunities, Sempra has chosen to lobby against California's climate efforts. Sempra's lobbying activities have drawn widespread negative tension from public officials. The Public Advocates Office of the California Public Utilities Commission investigated SoCalGas' lobbying efforts and the use of ratepayer funds, to oppose energy efficiency standards, and the company was ordered to return those funds. In October 2020, members of Congress wrote SoCalGas, accusing it of attempting to "systematically undermine greenhouse gas reduction target in California." As a response to these adverse developments, the requested proposal seeks to increase Board oversight of company lobbying practices, careful analysis of trade association activities, transparent disclosure of both and a clear strategy for addressing non-Paris aligned lobbying. We sincerely hope Sempra will leverage this opportunity to increase transparency, improve its governance and oversight processes and better position the company for sustainable long-term growth. Thank you very much.

Thank you, Mr. Dulberger, and we very much appreciate your participation today. Your Board of Directors recommends that you vote against this proposal. The Board's recommendation is more fully discussed in the company's proxy statement for this meeting. We will now answer questions that shareholders have submitted about the formal business portion of today's meeting, including any for Greg Seelagy of D&T. We also want to reserve time, and I think this is important, after the formal meeting to allow for questions about Sempra's underlying business and its operations.

One of the first questions we've received is, how are we thinking about the expected growth of future dividends at Sempra? I want to start by saying on behalf of management that we view dividends as an important part of the overall return of capital to our investors. That's why we've averaged approximately, I think, a 9% annual growth rate over the last decade, twice as high as the sector average. I would also note that we have a strong track record of increasing our dividend. This is the 11th consecutive year that we were able to increase the dividend for our shareholders. Guiding on a going-forward basis. With our Board of Directors, we have guided to a 50% to 60% payout ratio, which we think is the right balance for the industry-leading growth program that we have. And I would also note before I conclude on this comment, that this is always reviewed annually by our Board of Directors in February, and each year, we'll do that on a going-forward basis. The second question that has been submitted is a question related to the total CEO pay for 2020 and for 2019. All that information related to the CEO and for our defined officers, are contained in the proxy and I'll refer you to the proxy for the details around that answer. Seeing that there are no other questions, we will continue with today's meeting. Next up, I'd like to introduce Jennifer Jett, the company's Vice President of Governance and Corporate Secretary, who will now read the preliminary voting results.

Thank you, Jeff. The following preliminary voting results are based on the proxies received as of the telephone and Internet voting deadline of 11:59 p.m. Eastern Time yesterday. The preliminary votes do not include any votes submitted during this meeting or received by mail today prior to the close of voting. All nominees for the Board of Directors have been elected by at least 93.15% of the total votes cast. The ratification of the appointment by the Audit Committee of Deloitte & Touche as the company's independent registered public accounting firm has been approved with a 96.55% of the total votes cast voted for the proposal and 3.45% of the total votes cast voted against the proposal. Our executive compensation as reported in the company's proxy statement for this meeting has been approved on an advisory basis with 97.11% of the total votes cast voted for the proposal and 2.89% of the total votes cast voted against the proposal. The shareholder proposal requesting an amendment to our Proxy Access bylaw to eliminate the shareholder nominating group limit has not been approved, with 24.66% of the total votes cast voted for the proposal and 75.34% of the total votes cast voted against the proposal. The shareholder proposal requesting a report on alignment of our lobbying activities with the Paris Agreement has not been approved with 37.47% of the total votes cast voted for the proposal, and 62.53% of the total votes cast voted against the proposal.

Thank you very much, Jennifer. If you wish to vote and you have not already done so, please take the time to submit your vote now as the polls will be closing momentarily. And I'll pause to give folks time to take that necessary action if they want to. [Voting]

Thank you all very much. And with that, the polls are now officially closed, and this concludes the formal portion of today's business meeting of the Annual Shareholders Meeting, and I hereby formally adjourn the meeting. The final voting results will be posted in a filing with the SEC after they are certified. You may also take the time if you'd like to contact our Corporate Secretary's office for those results. I'll now take the remaining time available to address general questions about Sempra Energy's business and operations that shareholders online.

The first question we have is -- and I talked about this in the formal portion of the meeting is a question about the expected growth rate for the dividend. And I commented earlier that our practices over the last decade have led to about a 9% annual growth rate of the dividend. On a going-forward basis, this is something that we work very closely with our Board of Directors on. It's important that we maintain a strong balance sheet. And I would also note that we have a record 5-year capital program of $32 billion. So as we think about the proper allocation of our capital, we certainly keep the dividend in mind. And what we've been able to do is guide on a going-forward basis, not toward an expected rate of increase, but an expected payout ratio, which today has been discussed and approved by our Board at the level of 50% to 60%, but I would also have the caveat that, that is reviewed on a de novo or fresh basis every February. The second question has been properly submitted for us in the business portion of today's meeting or the informal portion of today's meeting is how Sempra Energy thinks about acquisitions in the future. And I would tell you, for those of you who have followed our company closely since 2018, we have been fairly active. And I think I'll go back and talk about our strategy first, and I'll conclude on the acquisition front. We've taken the time with our Board to review our strategy on twice a year, and it led us to focus on where we think the best markets are for capital growth and to serve in growing communities. And that led us to make a decision to exit South America. We formally had utilities in both Chile and Peru, and we really recycle capital into where we think we have the best growth prospects, and that's right here in North America. So today, we have 3 growth platforms. We have the California platform, which is comprised of San Diego Gas & Electric and the Southern California Gas Company. And we also have a platform in Texas, representing our 80% interest in Oncor. And between those 2 platforms, we serve right around 36 million consumers. And our third platform is fairly exciting. We're in the process right now of executing on a series of transactions that will essentially effectively merge our Mexican business portfolio with our LNG business and create an entirely new platform for Sempra referred to as Sempra Infrastructure Partners. So we think we've got the right mix of businesses. We think we're in the right markets, and we're focused on our $32 billion capital program around transmission and distribution type investments that allow us to have a very consistent growing return with what we think is an appropriate or lower than market level of risk. As you think about acquisitions, we bought our Oncor interest in March of 2018. And later that year, we announced and we're able to close on the InfraREIT transaction, which was a publicly traded infrastructure or transmission company in Texas. So we want to be very thoughtful about this, right? We want to make sure we fund a growing dividend. We want to make sure that we fund a $32 billion capital program. We don't talk about definitive prospects for acquisitions. We view that as our highest risk capital. But you can be assured that with your management team and your Board of Directors, we will be very disciplined as we look at opportunities to further grow the 3 platforms that I discussed today. I would note at this point that there are no further questions that have been presented on the portal. And I want to take a moment to make sure that on behalf of your Board of Directors, that we thank you for your thoughtful questions. We also thank you for your participation. We would encourage you per custom to contact our Investor Relations team if you have further questions. I also want to thank you specifically for attending this annual meeting and for your investments in Sempra Energy. We wish you and your families all the best. Please stay safe.