Summit Midstream Corporation (SMC) Earnings Call Transcript & Summary

Hello, and welcome to the Summit Midstream Partners LP Annual Meeting of Unitholders. Please note that this meeting is being recorded. [Operator Instructions] The meeting is about to begin.

Welcome to Summit Midstream Partners 2023 Annual Meeting of Limited Partners. I'm James Johnston, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary of the partnership. Now I'd like to introduce the members of the Board, members of the management team and guests. Heath Deneke has served as CEO and been a member of the Board since 2019 and was appointed Chairman in 2020. Jim Cleary was appointed as a Director in 2020 and serves as our Lead Independent Director. Lee Jacobe was appointed as a director in 2019. Rob McNally, as a Director in 2020; Rommel Oates as a Director in 2022; Jerry Peters, was appointed as a Director in 2012; and Marguerite Woung-Chapman was appointed as a Director in 2020. Bill Mault is our Executive Vice President and Chief Financial Officer; Matt Sicinski is our Senior Vice President and Chief Accounting Officer; and Randall Burton is our Director of Finance, Treasurer and Investor Relations. Our guests today include representatives of Baker Botts, our outside legal counsel and representatives of Deloitte & Touche, our independent registered public accounting firm. I have the agenda for the meeting, which is currently displayed in which you should be able to access under the documents tab on your screen. We will conduct the meeting in 2 parts. First, we will conduct the official business portion of the meeting. Then we will have a brief period for unitholders to ask questions or make comments. I will now begin the business portion of the meeting. The meeting is now formally called to order. [Operator Instructions] Please provide your name and state whether you are a unitholder or a proxy for a unitholder. And if you are a proxy for a unitholder, please provide the name of the unitholder you represent. If you have any questions for the representatives of Deloitte, please clearly state that your question is directed to Deloitte. We have in our possession a list of unitholders entitled to vote at the meeting and the valid proxies received from those unitholders as provided to us by our transfer agent. I've designated representative from AST to act as Inspector of Elections. This brings us to the first item on our agenda, which is the determination of a quorum. Our partnership agreement provides that the presence in person or by proxy of holders representing a majority of the outstanding common units of the partnership shall constitute a quorum for the meeting. May I now have the inspector's report on whether a quorum is present.

Mr. Johnston that are present at the meeting in person or by proxy, more than 7,964,950 common units. This constitutes a quorum.

Thank you. Notice of the 2023 Annual Meeting of Limited Partners was sent on or about March 31, 2023, to limited partners of the partnership to our holders of record of outstanding common units of the partnership at the close of business on the record date for the meeting, March 21, 2023. A quorum is present in person and by proxy. Therefore, the meeting is lawfully and properly convened. We will now proceed with the items presented in the proxy statement furnished to our common unitholders. If you have already submitted a valid proxy and do not wish to revoke it, you do not have to vote now during the meeting. Your votes will be cast as indicated on your proxy card. If you wish to change your vote or have not yet voted, please vote now by clicking the proxy voting site link on the left side of your screen. You are able to vote at any time during the meeting until we close the polls. The meeting will now consider the business items on the agenda as set out in the proxy statement, which are: one, the election of the nominees named in the proxy statement as directors to serve for a 3-year term; two, ratification of the appointment of Deloitte & Touche LLP as the partnership's independent registered public accounting firm for 2023; and three, the approval of the advisory resolution on executive compensation. I will present each of these business matters and then a vote will be taken on each item. Proposal 1, the first item of business on our agenda is the election of 3 nominees as directors. The Board of Directors has nominated and recommended Heath Deneke, Rob McNally and Marguerite Woung-Chapman as Director of the Partnership. In accordance with our partnership agreement, these nominees will be elected as Class II directors to serve 3-year terms expiring on the date of the Annual Meeting of Limited Partners to be held in 2026. In accordance with our partnership agreement, directors are elected by a plurality of the votes cast by our unitholders. For this annual meeting, in accordance with our partnership agreement, unitholder nominations may be brought before the meeting only if the Secretary receives the nominations in writing no later than February 9, 2023. We have received no such nominations. Therefore, the nominations for director are closed. The Board of Directors has recommended that the unitholders elect Mr. Deneke, Mr. McNally and Ms. Woung-Chapman to the Board. The proxy statement contains considerable information about the nominees, so I will not comment unless there are questions regarding the election during the question period. Proposal 2. The next item of business on our agenda is the ratification of the Board's appointment of the independent registered public accounting firm for the partnership for the year 2023. Deloitte & Touche LLP has acted as independent registered public accounting firm for the partnership since 2009. In accordance with our partnership agreement, ratification of the appointment of the independent registered public accounting firm will require the affirmative vote of a majority of our outstanding common units entitled to vote at this meeting. The Board of Directors has recommended that the unitholders vote for the ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2023. Proposal 3. The next item of business on our agenda is the approval of the advisory resolution on the compensation of the partnership's named executive officers, commonly referred to as say on pay. As an advisory vote, this vote is not binding on the partnership or its Board of Directors, but the Board intends to consider the outcome of the vote when making future compensation decisions for our named executive officers. The Board of Directors has recommended that the unitholders vote for the approval on an advisory basis of this proposal. Proxy statement contains considerable information about the partnership's compensation practices, so I will not comment further unless there are questions during the question period. We will now pause to collect unitholder questions that have been submitted. As a reminder, while we're waiting if you have any questions after the meeting, please contact Summit Investor Relations at ir@summitmidstream.com. Randall, are there any unitholder questions on any of the proposals?

There are no questions at this time.

Thanks, Randall. I will now call for the vote on the business items on the agenda. Please cast your votes if you have not already done so. I'll be closing the polls shortly. [Voting]