Summit Midstream Corporation ($SMC)
Earnings Call Transcript · May 7, 2026
Highlights from the call
The Summit Midstream Corporation's Annual Meeting of Shareholders for Q1 2026 focused primarily on corporate governance matters, including the election of directors and ratification of Deloitte as the independent auditor. No financial performance metrics or forward-looking financial guidance were discussed, which may limit immediate stock movement based on this meeting alone. The approval of executive compensation and the amendment to the long-term incentive plan were also key agenda items.
Main topics
- Director Elections: Heath Deneke, Rob McNally, and Carolyn Stone were elected as Class II directors to serve three-year terms. Edward Herring was elected as a Class II Class B director. The board recommended these elections, and they were approved by a plurality of votes.
- Auditor Ratification: Deloitte & Touche was ratified as the independent registered public accounting firm for 2026. This decision was supported by the majority of votes cast.
- Executive Compensation Approval: The advisory resolution on executive compensation received 84% approval from votes cast, indicating strong shareholder support for current compensation practices.
- Long-Term Incentive Plan Amendment: Amendment #1 to the 2024 Long-Term Incentive Plan was approved by a majority of votes, aligning with the board's recommendation.
Key metrics mentioned
- Director Election Approval: Plurality of votes (Directors elected by plurality of votes cast)
- Auditor Ratification: Majority of votes (Deloitte ratified by majority of votes cast)
- Executive Compensation Approval: 84% approval (84% of votes cast in favor)
- LTIP Amendment Approval: Majority of votes (Amendment #1 to LTIP approved by majority)
The meeting was primarily procedural, focusing on governance and compensation matters rather than financial performance or strategic initiatives. Investors should watch for future communications from Summit Midstream for updates on financial performance and strategic direction. The approval of the LTIP amendment and executive compensation suggests alignment with shareholder interests, but the absence of financial guidance leaves some uncertainty.
Earnings Call Speaker Segments
Operator
OperatorHello, and welcome to the Summit Midstream Corporation Annual Meeting of Shareholders. Please note that this meeting is being recorded. [Operator Instructions] The meeting is about to begin.
James Johnston
ExecutivesWelcome to Summit Midstream Corporation's 2026 Annual Meeting of Stockholders. This is James Johnston, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary of the Corporation. First, I would like to introduce our Board of Directors. The proxy statement includes additional information about each director. Jim Cleary was appointed in 2020 and serves as our Lead Independent Director. Heath Deneke is President and Chief Executive Officer of the Corporation and has served as Chairman of the Board since 2019. Jason Downie was appointed in 2024. Edward Herring was appointed in 2024. Lee Jacobi was appointed in 2019. Stephen Lipscomb was appointed in 2024. Rob McNally was appointed in 2020. Rommel Oates was appointed in 2022. Jerry Peters was appointed in 2012. Carolyn Stone was appointed in 2026 and Drew Winston was appointed in 2024. We also have present today, members of the management team, including Randall Burton, our Vice President of Finance and Investor Relations; and John Griffin, our Deputy General Counsel. We're also joined by Kirkland & Ellis, our outside legal counsel; and representatives of Deloitte & Touche, our independent registered public accounting firm. Mr. Chris Hall with Equiniti, our transfer agent, has been designated as the Inspector of Election. I have set the agenda for the meeting, which you should have on the documents tab on your screen. The meeting is now formally called to order. We have a list of stockholders entitled to vote at the meeting and the valid proxies received from those stockholders as provided to us by Equiniti. The stockholder with a control number for this meeting wishing to ask a question regarding any of the items of business may submit the question using the messaging tab on the screen. Please provide your name and state whether you are a stockholder or the proxy of a stockholder. If you are a proxy for a stockholder, please provide the name of the stockholder you represent. If your question is specifically for Deloitte, please indicate that. This brings us now to the first item on the agenda, which is the determination of quorum. Our bylaws provide for the presence in person or by proxy of holders representing a majority of the voting power of the outstanding shares of the capital stock of the corporation entitled to vote at this meeting shall constitute a quorum for the meeting. Further, the presence in person or by proxy of holders representing a majority of the voting power of the outstanding shares of Class B common stock of the corporation entitled to vote at this meeting shall constitute a quorum for purposes of any separate vote of the holders of the Class B common stock as a class. Chris, please provide the inspector's report whether there is a quorum present.
Chris Hall
AttendeesThere are present at the meeting in person or by proxy, more than 10,171,920 shares of voting stock consisting of both common stock and Class B common stock and more than 3,262,234 shares of Class B common stock. This constitutes a quorum with respect to all items of business to be considered at the meeting.
James Johnston
ExecutivesThank you, Chris. The notice of the 2026 Annual Meeting of Stockholders was sent on or about April 10, 2026 to stockholders of the corporation who are holders of record on the record date for the meeting, which was March 31, 2026. 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 stockholders. 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 using the voting tab on your screen. You are able to vote at any time during the meeting until we close the polls. The meeting will now consider the 5 business items on the agenda as set out in the proxy statement, which are: First, election of 3 Class II director nominees named in the proxy statement as directors to serve for a 3-year term; second, the election by the holders of Class B common stock of 1 Class II director nominee, the Class II Class B Director named in the proxy statement as director to serve for a 3-year term; third, the ratification of the appointment of Deloitte & Touche as the Corporation's independent registered public accounting firm for 2026; fourth, the approval of the advisory resolution on executive compensation; and fifth, the approval of amendment #1 to the Summit Midstream Corporation 2024 long-term incentive plan. I'll present each of the 5 business matters and then a vote will be taken on each item. The first item of business on our agenda is the election of 3 nominees as directors. The Board of Directors has nominated Heath Deneke, Rob McNally and Carolyn Stone as Directors of the corporation. In accordance with our Certificate of Incorporation, Mr. Deneke, Mr. McNally and Ms. Stone will be elected as Class II directors to serve 3-year terms expiring on the date of the Annual Meeting of Stockholders to be held in 2029. The proxy statement contains additional information about these nominees. In accordance with our bylaws, directors are elected by a plurality of the votes cast by our stockholders. For this annual meeting, in accordance with our bylaws, stockholder nominations may be brought before the meeting only if the secretary receives the nominations in writing no later than March 9, 2026. We did not receive any stockholder nominations. The Board of Directors has recommended to the stockholders that they elect Mr. Deneke, Mr. McNally and Ms. Stone. The second item on our agenda is the election of 1 Class II Director, the Class II Class B Director. The holders of Class B common stock have nominated Edward Herring as a Director of the Corporation. In accordance with our Certificate of Incorporation, Mr. Herring will be elected as a Class II Director to serve a 3-year term expiring on the date of the Annual Meeting of Stockholders to be held in 2029. The proxy statement contains additional information about Mr. Herring. In accordance with our Certificate of Incorporation, Class II Class B directors are elected by a plurality of the votes cast by the holders of Class B common stock. The Board of Directors has recommended that the holders of Class B common stock elect Mr. Herring. The third item on our agenda is the ratification of the Board's appointment of Deloitte as the independent registered public accounting firm for the Corporation for the year 2026. Deloitte has been our independent registered public accounting firm since 2009. In accordance with our bylaws, ratification of the appointment of the independent registered public accounting firm will require the affirmative vote of a majority of the votes cast at this meeting. The Board of Directors has recommended that the stockholders vote to ratify the appointment of Deloitte for 2026. The fourth item on our agenda is the nonbinding advisory resolution on compensation of the Corporation's named executive officers, otherwise known as the say-on-pay vote. Although not binding, the votes will be considered by the Compensation Committee of the Board when making future compensation decisions for our named executive officers. The proxy statement contains considerable information about the Corporation's compensation practices. The Board has recommended that the stockholders vote on an advisory basis to approve this proposal. The fifth and final item on the agenda is the approval of Amendment 1 to the Summit Midstream Corporation 2024 Long-Term Incentive Plan, or LTIP. In accordance with our bylaws, approval of amendment 1 to the LTIP will require the affirmative vote of a majority of the votes cast at this meeting. The proxy statement contains additional information about Amendment 1 and the LTIP. The Board of Directors has recommended to the stockholders that they vote for Amendment 1. We'll pause to check if any questions. You can always contact Summit Investor Relations at [email protected] if you have any questions outside of this meeting. Randall, are there any questions?
Randall Burton
ExecutivesThere are no questions.
Christopher Tennant
ExecutivesThank you, Randall. I will now call for the vote on these 5 items of business. Please cast your votes if you have not already done so, I will be closing the polls shortly. [Voting]
James Johnston
ExecutivesI will now declare the polls closed. Chris, please tabulate the votes on these proposals and provide the results whenever you're ready.
Chris Hall
AttendeesMr. Deneke, Mr. McNally and Ms. Stone were all elected to the Board of Directors by a plurality of the votes cast by our stockholders. Mr. Herring was elected to the Board of Directors by a plurality of votes cast by the holders of Class B common stock. The appointment of Deloitte as the independent registered public accounting firm was ratified by the affirmative vote of a majority of the votes cast at this annual meeting. 84% of the votes cast were in favor of the say-on-pay advisory proposal and the majority of votes cast are in favor of Amendment #1 to the Summit Midstream Corporation 2024 Long-Term Incentive Plan.
James Johnston
ExecutivesThank you, Chris. I declare that Ms. Stone, Mr. Deneke, Mr. McNally, and Mr. Herring have been elected to the Board of Directors, that Deloitte's appointment for 2026 has been ratified and that the advisory resolution on executive compensation and Amendment 1 to the LTIP were both approved by a majority of the votes cast. The results are to be incorporated into the minutes of this meeting. This completes our business agenda for today. There is no further business to come before the meeting today. So the meeting is concluded. Thank you for your investment in Summit Midstream and for attending the meeting.
Operator
OperatorYou may now disconnect.
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