Good morning.
Welcome to the Annual Shareholder Meeting for Gibson Energy. My name is Jim Estey, and I am Chair of the Board of Gibson. In accordance with the bylaws of the company, I will act as chair of this meeting. As you're aware, this event is being conducted as a hybrid meeting, allowing our shareholders to participate in person, in Calgary or online through the Lumi portal. After the last couple of years, hosting our annual meeting fully on a virtual basis due to COVID-19 health restrictions, it's nice to have the opportunity to interact directly with those shareholders who have joined us in person today, as well as those who are online also. Thank you for taking the time out of your busy day to participate in this important annual event. Given the importance of safety within the Gibson Organization, we will start today's meeting with a safety moment from Kevin Gertken our General Manager of Environmental, Health and Safety. This will be followed by a land acknowledgement from Megan Kootenay West, our Indigenous Talent Engagement Specialist, and then an introduction of the directors and officers who are joining us today. Following the completion of these preliminary matters, we will move to the formal part of the meeting during which you, our shareholders, will vote on three matters set forth in our information circular. Finally, our President and CEO, Steve Spaulding, will provide a presentation highlighting Gibson 2022 accomplishments, which will be followed by a Q&A period during which shareholders and proxy holders are invited to ask questions of our Directors and E xecutive Management.
At the conclusion of our program, refreshments will be served and the Directors and senior management will be available to answer any questions you may have that are not otherwise addressed during the question and answer period. I will now call uopn Kevin to provide a safety moment.
Thank you, Mr. Chair. This week, we are supporting the Canadian Mental Health Association and their National Mental Health Week. For Mental Health Week, the focus is on hashtag My Story. Collectively and individually, we have multiple layers and stories that make us who we are. Each year, one in five Canadians experience a mental health ill-health illness or mental health issue, but five in five of us, that's all of us, have mental health. We all have different yet equal valuable stories. We encourage you to share your story by using hashtag My Story and hashtag Mental Health Week to shine a light on your personal journey or how your community supports the mental health of others. Contact your local Canadian Mental Health Association for more information.
Thank you, Kevin. I will now ask Megan Kootenay West to provide the land acknowledgment.
Thank you, Mr. Chair. Hello, I am coming to you from Treaty 7 territory on which I am a guest from Treaty Six territory. In the spirit of respect, Reciprocity and truth, we honor and acknowledge Moh’kinstsis and the traditional Treaty 7 territory and oral practices of the Blackfoot confederacy . Siksika,
We recognize the land and water and the benefits it provides all of us and are grateful for generations past. The traditional Knowledge Keepers and Elders who are with us today and future generations who will continue to inspire and share their homeland with us.
Thank you very much, Meghan. Well done. Before I introduce our directors and officers that are joining us today, I would like to take this moment to recognize and acknowledge the strong community focus and spirit volunteering has that runs through Gibson. Our employees and contractors care deeply about the communities in which they live and work. I am proud to announce that over the course of 2022, Gibson employees set a new record of 6,584 hours of volunteer. I would now ask Tracy and Anita Miller to please come up here and face that way, please. Oh, sorry. To your left is Anita, to your right is Tracy. Anita is a longtime Gibson employee, having started in our Hardisty office in 1983. You must have been, like, eight years old when you started.
Has always been active in her community, including serving as town mayor, the Hardisty Community Hall, the Hardisty Ag Society, and ALS. Anita has always been quick to lead by example in supporting the community and her fellow coworkers. Tracy is an employee in our Calgary office and a certified peer support worker. Her passion and commitment to support those in need is commendable. She aids individuals who are dealing with challenges related to homelessness and addiction. These are just two examples of the dedication and commitment Gibson employees have to their communities, and we intend to make donations to the charities of their choice. The efforts of our employees demonstrate, not only during their workday, but more broadly with charities, is just one of the many reasons I am so proud and honored to be chairman of Gibson's Board. Thank you.
Prior to the commencement of the formal business of the meeting, I would like to welcome the other members of the board who are present. I'd ask you to stand, please. Doug Bloom, Jim Cleary, Judy Cotte. Judy's online, sorry. Heidi Dutton, John Festival, Diane Kazarian, Peggy Montana, and Steve Spaulding. As this is our first AGM, I would like to extend a special welcome to Diane Kazarian, who joined the board in July of 22 and is already making a significant contribution. I would also like to acknowledge that Marshall McRae... Marshall? Are you standing up? Just kidding. That was on the script. It says it right here. I would also like to acknowledge Marshall McRae, who is not standing for re-election this year.
Marshall joined the board in 2011. Both the directors and management would like to take this opportunity to thank him for his many years of valuable service and contribution to the company. Marshall has played a significant role in shaping Gibson's evolution and strategy. His leadership and dedication will be missed. In addition to our directors, we have the following members of executives joining the team today: Steve Spaulding, President, Chief Executive Officer, and a Director. Sean Brown, Senior Vice President and Chief Financial Officer. Kyle DeGruchy, Senior Vice President and Chief Commercial Officer. Omar Saif, Senior Vice President and Chief Operating Officer, and Sean Wilson, Senior Vice President, Chief Administrative Officer, and Sustainability Officer. You got a long title. We will now proceed with the formal business of the meeting.
To deal with the formal portion of the meeting as efficiently as possible, we have prearranged designated shareholders to move and second motions. This is in no way intended to discourage any comments, questions, or discussions on any motions, as we are excited about the ability to make this meeting accessible to all shareholders, regardless of their physical location. Only registered shareholders who held shares in their name as of the 20th of March, 2023, the record date of this meeting, or their appointed proxy holders are entitled to vote on the resolutions presented at this meeting. Should any shareholder or proxy holder present in person at the meeting wish to speak on the matter, please raise your hand and approach one of the mics set up in the aisle so that you can be heard on our webcast.
For those shareholders who have joined us online, questions and comments can also be submitted by registered shareholders and duly appointed proxy holders electronically on the Lumi platform. By following the instructions on the platform, the company's corporate secretary and CFO will assist in reviewing and responding to any submitted questions. Unless your question or comment relates to a specific motion being considered at the time, please hold your comments until after the formal portion of the meeting. The annual general meeting of the shareholders of Gibson Energy will now come to order. I will appoint Sean Wilson, our secretary, to act as secretary of the meeting. I will appoint Nazim Nathoo of Odyssey Trust Company to act as scrutineer.
I have received a declaration prepared by Odyssey indicating that the notice of the meeting, information circular, and form of proxy were mailed and delivered on March 31st, 2023 to shareholders record March 20th, 2023. With consent, reading of the notice of the meeting will be dispensed with. The secretary is requested to keep a copy of the notice of the meeting and Odyssey's declaration within the minutes. Scrutineers have provided me with the attendance record of the meeting, and I declare the requisite form of shareholders is present. The secretary is requested to keep the scrutineer's report with the minutes. I now declare that this meeting has been properly called to order and is duly constituted for the transaction of business. We will conduct the voting by electronic ballot on all matters.
Voting will be open for all resolutions at the same time, which will allow you to choose to vote on each resolution immediately or wait until the conclusion of the discussion on each resolution prior to casting your vote. To vote, simply click on four or withhold or against, as applicable, on your Lumi device and where indicated on the Lumi portal. You will see confirmation immediately above the voting buttons once you have submitted your choice. There will be an opportunity to ask questions on each resolution in turn. Once discussion on all items of business have been concluded, voting will close on all resolutions. The results will be tallied by the scrutineer once voting is completed, and will be provided at the end of the formal portion of the meeting. Polls are now open on all resolutions.
The first item of business is the presentation of the audited financial statements for the year ended December 31st, 2022, with the auditor's report herein. If there is no objection, reading of such financial statements and auditor's reports will be dispensed with. The shareholders will not be asked to approve financial statements tabled. However, Mr. Brown will be available to answer any questions concerning the financial statements you may have. In addition, there are extra copies of financial statements available to shareholders upon request, and are available on our website and on SEDAR. The next item of business is the election of directors. I now declare the meeting open for nominations.
Hello, Mr. Chair.
Hi, how are you?
Good, thank you.
What do you do at Gibson?
I'm our, Vice President and treasurer at Gibson Energy.
What's your best, biggest accomplishment so far this year?
So far this year? You really amended the question from our discussion yesterday.
You're lucky I didn't ask today.
Yeah.
What's your biggest accomplishment period? Sorry.
I would say two things. I think the strength of our balance sheet and having the opportunity to participate in the journey to become the investment-grade company we are today. I would also say being a part of the ESG and diversity and inclusion journey. I think that's a perfect segue to the nominations, which are a clear reflection of that.
Well done.
So with that, I'd like to put forward the nominations. And we'll note that we are very privileged here to have 44% women on our, on our panel today. So I would like to nominate James M. Estey, Douglas P. Bloom, James J. Cleary, Judy E. Cotte, Heidi L. Dutton, John L. Festival, Diane A. Kazarian, Margaret C. Montana, and Steven R. Spaulding as directors of Gibson Energy Inc. to serve until the next annual meeting of the shareholders or until their successors are duly elected or appointed. Thank you.
Thank you, Beth. The company's bylaws contain advanced notice provision that require advanced notice to the company of any other director nominees. Since no such notice was received, the nominations for directors are now closed. May I please have a motion on the election of directors? No, you're not gonna get away that easy. Nice try.
Well, at least I wasn't first. It's okay.
Where do you work at Gibson?
Human Resources.
What's your biggest accomplishment?
Biggest accomplishment, the launch of our Mental Health Campaign this week and for this year and what that's gonna look like. The commitment, I think, that this organization puts through to the well-being of our employees and our families and the communities around mental health is a huge accomplishment, and I put that top of my list.
Well done.
Mr. Chair, my name is Riccardo Silvestro. I move that each of James M. Estey, Douglas P. Bloom, James J. Cleary, Judy E. Cotte, Heidi L. Dutton, John L. Festival, Diane A. Kazarian, Margaret C. Montana, and Steven R. Spaulding as directors of Gibson Energy Inc, be elected to serve until the next annual meeting of the shareholders or until their successors are duly elected or appointed.
Thank you, Riccardo. May I please have a seconder for that motion? Oh.
Mitschke.
You're not getting away. Where do you work other than having to put up with me?
I'm the paralegal in the legal department.
How long have you been at Gibson?
About a year and a half, just over a year and a half.
It's a small world because? You're neighbors.
I'm her sister.
All right, I'll let you go ahead.
Mr. Chair, my name is Brigitte Mitschke , and I second the motion.
Thank you, Brigitte. The motion is now open for discussion and questions. Mr. Wilson, have there been any questions received?
No, Mr. Chair.
Thank you, Sean. If there are no further questions, you may cast your vote at this time if you have already not done so. The next item of business is the appointment of auditors for the ensuing year. May I please have a motion for the appointment of auditors?
Mr. Chair, Riccardo Silvestro again. I propose that PricewaterhouseCoopers LLP , chartered professional accountants, be appointed auditors of the company until the next annual meeting or until their successors are appointed, and that their remuneration as such be fixed by the board of directors.
Thank you, Riccardo. May I please have a seconder for the motion?
Mr. Chair, my name is Brigitte Mitschke , and I second the motion.
You didn't change your name between the two motions? Good. Thank you, Brigitte. The motion is now open for discussion and questions. Mr. Secretary, have there been any questions on this motion?
No, Mr. Chair.
Thank you, Sean. If there are no further questions, you may cast your vote at this time if you've not already done so. The final item of the business today is the advisory vote on the company's approach to executive compensation, which is described in detail in the company's information circular. This is an advisory vote. The results will not be binding upon the Board of Directors. May I please have a motion for the advisory resolution?
Yes. Mr. Chair, my name is Beth Pollock, I move that the shareholders accept the approach to executive compensation disclosed in the management information circular delivered in advance of the 2023 Annual Meeting of Shareholders.
Thank you, Beth. May I please have a seconder of this motion?
Mr. Chair, my name is Brigitte Mitschke , and I second the motion.
Thank you. Thank you very much, Brigitte. The motion is now open for discussion and questions. Mr. Secretary, have any questions been received on this motion?
No, Mr. Chair.
Thank you, Sean. If there are no further questions, you may cast your vote at this time if you're already not done so. Now all scheduled matters have been voted upon. We will pause for a moment while the results are tabulated. I have been advised by the scrutineers that the results are more than 50% in favor of the nominations of each incumbent director. Therefore, and in accordance with the legal requirements and majority voting policy, I declare those nominated are duly elected directors. I have also been advised by the scrutineers that all other motions presented today have been carried by a majority of shareholders. That concludes the formal portion of the meeting, and I direct the scrutineers report to be kept with the secretary with the minutes of the meeting. I will now ask for a motion that the formal portion of the meeting be terminated.
Mr. Chair, I move that the meeting be terminated.
Thank you, Riccardo. May I please have a seconder of that motion?
Mr. Chair, I'm Brigitte Mitschke . I second the motion.
Thank you very much, Brigitte. Carried. I declare the meeting terminated. Thank you to our shareholders for your participation at today's meeting. I would like now to turn over the meeting to Steven Spaulding, our President and Chief Executive Officer. After Steve's presentation, the Board and Man agement will be happy to answer any questions from our shareholders here or online. For those shareholders or proxy holders attending in person, if you have any questions, please raise your hand once you're acknowledged, approach one of the mics so your questions will be heard over the webcast. If you are joining us online, you may submit the questions through the Lumi portal. One of Gibson's rep representatives will answer the questions on our behalf. Steve, the floor is yours. Before I retire, my mission is to shrink the script of an annual meeting.
Hey, thank you, Jim. Really kind of good morning, everyone. Thank you for joining us today at our 2023 annual meeting. It's a good crowd. I know y'all can't see, but we have a very good crowd here today, and I'm glad all of y'all were able to come. You know, the script says I'll keep my remarks brief, but they're actually quite long. Y'all just be patient. You know, we've just come off a really a tremendous first quarter, and hopefully y'all were able to listen to our first quarter call. If not, you can listen online. For 70 years, Gibson has been a leader in the oil and gas industry.
It's our foundational focus on safety that underpins our commitment to deliver energy safely and sustainably. Thanks to our shareholders, customers, employees, and communities who support our efforts. As we continue to grow and evolve, we look forward to maintaining this position. Looking at our company, we continue to strengthen our position as a leading liquids-focused infrastructure business and continue to advance our financial, commercial, and sustainability goals. In 2022, we very much maintained our disciplined approach and delivered across the key facets of our business strategy. As I previously mentioned, safety is paramount to our success. In 2022, we continued to maintain our target in top quartile safety performance among our peers and our Total Recordable Injury Frequency rate or TRIF of a rate of 0.46 for employees.
That said, we must remain vigilant, not become complacent, continue to evolve our safety culture with a focus on achieving zero incidents. Now, looking at our 2022 highlights, We delivered a strong year for our business, which we have set several new high water marks. In our infrastructure segment, we delivered four consistent quarters in 2022 and reached a new high level mark on Adjusted EBITDA for that segment of $442 million. Combined with our marketing performance at the upper end of our long-term run rate, the company also set high water marks for Adjusted EBITDA, distributable cash flow, and earnings. This further strengthened our peer-leading financial position with both our payout ratio and leverage below our target ranges.
Given the solid financial position and strong business performance, we were very active in the share repurchase in 2022. During the year, we bought back $146 million in stock, or over 4% outstanding shares. We will continue to act on our commitment to return capital to the shareholders when appropriate and within our capital allocation framework. We started this year with a target of $100 million. As you may have heard on our last quarter conference call this morning, we've increased that to up to $125 million in 2023 on the back of our very strong earnings results. Also reflecting a strong year in 2022 and consistent with our capital allocation framework, we recently increased our dividend by 2% per share, or about 5%.
This will be the fourth consecutive year in which we've raised our dividend. We continue to see significant value in offering our shareholders modest and consistent dividend growth. Also during the year, we continued to advance our sustainability journey at Gibson with the release of our second sustainability report. We believe the report showcases the progress we've made embedding sustainability into our business and culture, as well as the meaningful work towards our ambitious 2025 and 2030 targets and our roadmap to Net Zero. It's worth noting that we've already achieved both our board diversity targets and one of our senior leadership targets.
Having at least one racial or ethnic minority or an indigenous person on the board, having 40% women on the board, both of these are ahead of our 2025 targets, also having at least one racial or ethnic minority or indigenous person hold an SVP position or above. Speaking of diversity and inclusion, we were honored recently and recognized by Alberta's top 75 employers, Canada's best diversity employers by the annual Canadian Top 100% Employers project. We also recognize to be a leader, we need to support the communities. Jim talked about that earlier. I'm so proud of really what our, what our employees done and how much their commitment. When we look. We track and our employees track the number of hours that they do.
Over 90% of our employees track that they gave back to the community financially or with significant amount of hours to the community. That is just, to me, is really something that makes me extremely proud of our of our program. In all, we have positioned Gibson Energy as a great fit for the ESG-minded investor. We have the lowest carbon intensity of our peers, and the steps we have consistently taken have earned us very strong ESG ratings from the majority of agencies. In summary, throughout 2022, we continue to deliver each and every quarter and maintain a strong financial position and return meaningful capital to our shareholders through both our dividend and our buyback.
As we continue into 2023, we continue to focus on delivering consistent results from our infrastructure business, maintaining a strong financial position, and progressing our sustainability goals as we look to continue to generate significant value for our shareholders each and every day. Thank you. I will now open the meeting for any questions. There are no questions. Thank you all for attending. We have some advisory slides here. I have to wait 10 seconds on each slide. Is this the one? Is this the only slide?
Good to know. Nobody can read it anyway.
I can't even read it, right?
You've never been able to.
I have glasses on. Thank you for attending the 2023 Gibson Energy Annual Meeting, please be safe and have a great day.