Black Hills Corporation (BKH)
NYSE: BKH · Real-Time Price · USD
75.39
+0.17 (0.23%)
Apr 28, 2026, 12:42 PM EDT - Market open
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AGM 2020

Apr 28, 2020

Speaker 1

Good morning. I'm David Emery, Executive Chairman of Black Hills Corporation's Board of Directors. I'd like to welcome all of you to the meeting this morning. We very much appreciate your attendance, whether in person or most of you, obviously, via the webcast. In accordance with the notice of meeting, I call to order the 2020 annual meeting of the shareholders of Black Hills Corporation.

These are truly extraordinary times and COVID-nineteen is impacting the way all of us work, live and play. The Black Hills safety is our top priority and I sincerely hope that each and every one of you actively practices the CDC's recommended practices as well as those of your respective communities and states, which will collectively help keep us all safe and healthy. We do have shareholders in attendance this morning, so we'll conduct the meeting accordingly following strict social distancing guidelines. Those of you attending in person were given an agenda for the meeting as you entered the room and we'll conduct the meeting according to that agenda. On the reverse side is a list of rules of conduct for the meeting.

Before proceeding with the business portion of the meeting, I'd like to acknowledge our Board of Directors. The company is very fortunate to have such a distinguished and broadly experienced group of Board members. Their contributions are a key to the company's ongoing success. Their biographies are included in the proxy statement, so we won't cover those today. Our Board members in addition to me are Lynn Evans, Tony Jensen, Kathleen McAllister, Mike Madison, Steve Mills, Bob Otto, Becky Roberts, Mark Schober, Theresa Taylor, John Varing and Tom Zeller.

After 23 years of service, our longest serving Director, Tom Zeller is retiring from our Board effective at this meeting. I want to sincerely thank Tom for all his contributions to the company and his outstanding service. Congratulations to Tom and thanks for all you've done. On May 1, this Friday, I'm also retiring as Executive Chairman. I've served in that role as part of our succession planning process for a little over a year since Lynn Evans was named President and Chief Operating Officer to succeed me on January 1, 2019.

In preparation for those two retirements, Tony Jensen and Kathleen McAllister joined our Board on November 1 last year. In addition, yesterday, the Board of Directors elected Steve Mills to replace me as Chairman of the Board effective upon my retirement on Friday. Steve has been a member of our Board for 9 years and previously served as Chair of the Audit Committee and as our Lead Outside Director. Normally at this meeting, I would next introduce the company's officers, but due to health concerns, we've limited physical attendance today to just 3 officers, me, Lynn Evans and Amy Koenig, our Vice President of Governance and Corporate Secretary and Deputy General Counsel. All the other officers are listed in our annual report on Form 10 ks.

Andrea Severson, our Inspector of Elections and a representative of EQ Shareowner Services is performing her duties remotely today. She's attending online and has executed the prescribed oath of office, which will be filed with the minutes of this meeting. Now on to the formalities of the meeting. Black Hills Corporation shareholders of record at the close of business on March 2, 2020, were entitled to vote on matters coming before the meeting. I have an affidavit of mailing certifying that all shareholders as of that date were mailed a notice of meeting, a proxy statement, a proxy in the company's 2019 annual report to shareholders.

At the close of business on March 2, 2020, the company had 62,700,000 shares of common stock outstanding and entitled to vote. A list of shareholders of record on that date and the number of shares owned by each has been prepared by EQ Shareowner Services, the company's transfer agent and registrar. A preliminary report by the Inspector of Election on the number of shares represented at this meeting indicates we have represented in person or by proxy more than 88% of all the outstanding shares eligible to vote today. And therefore, we have more than the necessary 50% to constitute a quorum. On behalf of the Board and management, I'd like to express my appreciation to all shareholders who have voted or returned their proxies.

All shareholders eligible to vote at this meeting have been furnished a proxy statement dated March 13, 2020. Three proposals are set forth within the proxy. Shareholders who intended to present additional proposals or director nominations at this annual meeting were required to provide notice to the company by January 31. The company did not receive any such notifications. Therefore, no proposals or director nominations will be accepted today.

The 3 proposals that were set forth in the proxy include, proposal election of 1 director to serve until the Annual Meeting in 2021, 1 director to serve until the Annual Meeting in 2022 and 3 directors to serve until the Annual Meeting in 2023 and until their respective successors are duly elected and qualified. Tony A. Jensen, Kathleen S. McAllister, Rebecca B. Roberts, Theresa A.

Taylor and John B. Vering have been nominated for election as directors of the company based upon the recommendation of the governance committee of the board. That committee is comprised only of independent directors. The second proposal is to consider the ratification of the appointment of Deloitte and Touche LLP as the company's independent registered public accounting firm for the year 2020. As you may know, Deloitte and Touche was our independent auditor in 2019.

While not required by law, the Board submits the selection of Deloitte and Touche for ratification by the shareholders as a matter of good corporate governance. Our 3rd proposal is to receive an advisory vote on the executive compensation of our named executive officers as disclosed in the proxy statement. For those of you attending in person, the meeting is open for discussion relating to those three proposals. If you want to speak on any of those three things and those three things only, there's a microphone think that. Okay.

Thank you. All right. Since there's no comments, we'll proceed. Is there any shareholder in person who have not voted or wish to change your vote? Okay.

So there's no need for additional voting. So I now declare that the polls are closed. Our Inspector of Election informed me prior to the meeting that all three proposals have received more than the required number of votes to pass. The Inspector of Election will tabulate the final vote results and we will report the final results in a report on Form 8 ks with the SEC within the next few days. Next, our President and CEO, Lynn Evans, will give a brief presentation on the company's business.

We provided advance notice that we would not entertain questions during the meeting, but explained that shareholders could submit questions in advance. We did not receive any questions in advance. With that, I'll turn it over to Lynn. Lynn?

Speaker 2

Thank you, David. Good morning, everyone, and thank you for joining us today. If you could bear with me a few moments, I'd like to thank David on a sincere thank for his 30 years of leadership within the organization and 15 years as our CEO. Thank you, David. Your deep values have shaped the values of this organization.

And I think your fingerprints are going to be on this organization for the next 136 years given your tenure with the company. So thank you for your friendship and especially thank you for your mentorship over these several years. And of course, we're excited to have Steve Mills serve as our new Chair, and we're looking forward to working with him even more closely. Steve is an accomplished leader, and he's been on our Board since 2011. He knows our company well, he knows our strategy and he knows our value.

So we welcome him to the position of Chair. And again, look forward to working with him. And like David, I'd like to also thank express appreciation to Tom Zeller for his 23 years that he served on the Board. His focus on our people and the communities that we proudly serve has been a tremendous benefit to all of us. And I personally appreciate how he has influenced me as a leader.

So thank you, Tom. And I'd also like to thank my bride, Gloria, for her grace in allowing me to invest the energy and the hours into my role over the past year especially. So next, allow me to welcome each of you to our Black Hills Corporation's 2020 Annual Meeting of Shareholders. I want to personally thank all of you for your interest in Black Hills and for joining us this morning. Before we begin our 2019 review, I'd like to take a moment to recognize these unique times that we are all living through due to the coronavirus pandemic.

I certainly hope that all of you and your families are healthy, safe, and our hearts certainly go out to anyone who's been impacted by the virus. And especially want to call out and say thank you to our first responders, the doctors and the nurses, and those individuals who are on the front lines right now, taking care of those inflicted by the virus. Our highest priority during this pandemic has been the health and the safety of our team, our customers, and of course, the communities that we humbly and proudly get to serve. I'd also like to take this opportunity to thank my great team coworkers for their poise, their grace, their determination, and certainly their commitment to serving our customers. Without what they do every day, our world, our communities would not be in a position to recover from this pandemic.

And what you do every day will ensure that our local economies recover as quickly as possible. So thank you.

Speaker 1

Also, I

Speaker 2

thank you especially for how you continue to protect and improve our culture. The Black Hills Corporation culture is one focused on serving our customers. And I firmly believe our greatest assets are our unique culture that does focus on customers and of course the people who make that happen every day. So once again, thank you. I'll start on Slide 2 of the presentation.

If you've not accessed our presentation today, it can be located at our website at www.blackhillscorp.com. Please look for the Investor Relations heading. And from there, you can click on Events and Presentations and then the Annual Meeting. That's the presentation I will follow today. And so for my presentation agenda, I'll review the achievements and progress that we were able to make in 2019.

And then I will address our strategy and progress on current initiatives. 2019 represented my 1st full year as CEO, and I'm just enormously proud of all the team accomplished this last year, particularly when we consider the backdrop of the challenging weather conditions we experienced across our service territories. Slide 3 contains our forward looking statements. I will make certain statements that will contain uncertainties and risks associated with our expectations. So please review these disclosures as you make an informed decision regarding your investment in Black Hills Corporation.

Slide 4 provides a one page overview of our company. It geographically shows where our utility businesses operate and provides some key metrics regarding our company. Black Hills today is a customer focused growth oriented utility company And we are integrated we have integrated natural gas and electric utilities serving 1,300,000 customers across our 8 states. And we have a vision to be the energy partner of choice and our mission is to improve life with energy. Slide 5 provides additional detail on our operations.

I think you'll be interested in noting that on the right side of the slide, the extensive Midwest geography of our large natural gas utility system with an estimated 46,000 miles of pipes and Black Hills is now among the largest operators, pipeline operators in the United States. I'm turning to Slide 7. Our annual report sums it up well with our theme entitled In Motion. I'm very proud of the agility and the resiliency of our team in successfully executing our business plan, again, despite the extreme weather across our territories during last year. To serve the long term needs of our customers, we deployed a record $850,000,000 of capital investments in 2019.

These investments were targeted towards replacing and upgrading our existing electric and natural gas infrastructure, focused primarily on improving safety, reliability and resiliency for our customers. The customer service and the utility teams work very hard and make good progress on providing more customer service options and improving interactions with our customers. We updated our website significantly last year, making it much easier to do business with us. Financially and importantly, we delivered results that were in the upper half of our earnings guidance. And thankfully, because of hard work by our team, our financial position remains strong and we maintain solid investment grade credit ratings.

We also successfully executed our financing strategy for 2019 and we made progress in consolidating our gas utilities in Colorado, Nebraska and in Wyoming. The importance of ESG or environmental, social and governance, ESG continued to grow in importance in 2019, I'd say, especially with our shareholders. We made progress on our ESG responsibilities, which are we believe essential to a successful long term strategy. In 2019, we announced several innovative solutions, one of which was Renewable Ready, which is a subscription based program for our customers in Wyoming and South Dakota. We also launched a Renewable Advantage program, which seeks to add cost effective renewables to our system in Southern Colorado.

We additionally made progress in our ESG reporting. We have several teams working on developing long term emission strategy goals and we're improving our disclosures around ESG metrics. We're excited about the opportunity to communicate the great legacy that we have regarding our responsible operations and our strategy. As Dave noted earlier, we were fortunate to appoint 2 new outstanding directors to our Board and we're excited to have their extensive leadership experience, their knowledge and the skills they gained as senior leaders and board members of other publicly traded companies. And finally, as we say to our coworkers, we live and work here in the communities that we serve.

I'm proud of our employee contributions and giving back to our communities in many ways, like volunteering their time and their talents, making a difference in the success of our customers and our communities. Again, I believe our greatest resources are our culture and our employee team. Moving to Slide 8, I'd like to take a moment to recognize our team's dedication in serving our customers. In early 2019, you might recall the extremely cold weather that came across the Midwest. I remember ominous names such as bomb cycle and the polar vortex and the winter storm, Palmer.

Our team worked very hard through some very challenging and harsh conditions to maintain and quickly restore any disruptive services. We also experienced record level precipitation that also impacted our service territory and especially in Iowa and Nebraska and multiple communities there. Our teams worked very hard to safely and I would say very quickly restore service to get those communities back up and running. So, I'm very proud of our collective response. I'm always encouraged by the success stories of our team's valued actions and how they encourage other communities mid crisis.

Moving to Slide 9, which lists key accomplishments across our business segments. We had a successful year. We completed several large capital projects last year, including our 175 mile electric transmission line in South Dakota and Nebraska. We completed the 35 mile natural bridge pipeline in Wyoming. That's illustrated on the cover of our presentation by the way.

And then we completed the 60 Megawatt Busch Ranch II Wind project through our power generation segment and that's going to serve our customers at Colorado Electric. We also made progress on consolidating gas utilities in 3 states. We completed that process in 2019 in Wyoming, and we also obtained approval for the legal consolidation that we've also concluded in Colorado and in Nebraska. Our Power Generation segment and Wyoming Electric Utility jointly filed for approval of a new 60 Megawatt Power Purchase Agreement. We filed that with the Federal Energy Regulatory Commission or FERC in August of 2019.

We have an existing contract for 60 Megawatts between need for 60 megawatts of base load capacity starting in 2023. FERC has ordered settlement discussions among the intervening parties and those negotiations are ongoing. Finally, we successfully executed our financing strategy last year completing about both a debt and equity financings. We issued $700,000,000 of long term debt. We completed that in that historically low interest rate environment.

So thanks to our team for that. We also issued $99,000,000 of new common stock under our at the market equity program to help fund our record capital effort last year. Moving to Slide 10. Last but certainly not least, as you know, we increased our annual dividend in 2019 for the 49th consecutive year as illustrated on this slide. And we're very proud of this track record, one of the longest increases in the gas and electric utility industry, something we're very proud of.

Slide 11 does a nice job of illustrating the financial results of our strategic execution on behalf of you, our shareholders. And now I'm going to move to slide 13. Our strategy is very customer focused. We're investing in the safety and the reliability and the integrity of both our natural gas systems and our electric systems. And we're enhancing the customer experience and focused on cultivating growth.

When our customers grow, we grow as well. So we're working hard to align our people, our processes, our technology and analytics and data towards these goals. Our capital investments plan supports our customers' growing needs, which drives earning growth in behalf of shareholders. And as a result, we expect to grow long term earnings above the industry average as we grow our dividend and deliver strong shareholder returns. Slide 14, obviously no one expected 2020 to start with a pandemic.

We are doing our part to help slow the virus as best we possibly can. Our strategy, our values and certainly our concern for our people has driven our response to the COVID-nineteen pandemic. Our top priority is the health and safety of our customers, our coworkers and certainly our business partners and the communities that we have the chance to serve. We're working very hard to safely provide uninterrupted operations to keep our reliability for energies for our customers when they need us the most. As we watch our local economy suffer without what our team does each day to keep the power on, keep the gas flowing, we want to position our community to make a quick economic recovery.

We did activate our corporate response team late January, and we have implemented a business continuity plan. We're very focused on our business fundamentals, making sure our processes work and again keeping our employee team safe and our communities energized with gas and electricity. Slide 15, safety is our top priority within the organization, both for our coworkers and for the communities that we serve. And we have the goal of becoming the safest utility in the country. And as you can see, our performance has been STAR worksite.

That's a status that they received from OSHA. It's the highest voluntary protection program that can be received from OSHA. And our team in Pueblo worked very hard over several years to achieve that. So very well done to that team. I'm also pleased to note that other work sites within Black Hills Corporation, Black Hills Energy are working to achieve the same status.

And I thank them for their devotion and effort to make that happen. Slide 16 shows that safety and reliability are the majority of our capital investment needs for our customers. We have a large infrastructure. I mentioned previously a 46,000 miles of pipeline. We have 1.4 gigawatts of electric generation and we have 9,000 miles of electric lines that we maintain.

So these system obviously requires significant investment to maintain safe and reliable service. And over the next 5 years, our $2,700,000,000 capital plan is focused on safety, we're focused on reliability, system integrity and growth as our customers achieve growth. And then $1,600,000,000 of that investment is in our natural gas utilities primarily through a long term programmatic approach, which benefits all our stakeholders as we lead through consistency and through transparency and how we are investing. Moving to Slide 17. In addition to our customers' core needs of safety, reliability and growth, we're focused on delivering greater value through our customer experience.

These two charts show the results of focusing on enhancing the customer experience. We have improved our self-service options, including, as I mentioned earlier, redesigned website and improved interactive voice response, so it's easier to get answers to questions that our customers have. Our goal or as we call it sometimes our North Star is to make it easier for customers to interact with us, reducing the number of times they have to call us and otherwise need to make contact with our agents. But when they do call, we want to make sure we're serving them better too. So our 3 month average net promoter scores have improved 18% over the last 2 years and I thank our team for their focus on that effort.

Moving to Slide 18, financially, we're well positioned to support our business strategy and our capital deployment plans. We're committed to maintaining our investment grade credit ratings, which are essentially BBB plus with stable outlooks. I'll note that S and P recently reaffirmed our BBB credit rating on April 10, further confirming our financial strength. Moving to Slide 19, the disclosure of the company's performance on ESG issues are becoming, as I said earlier, more important to a variety of stakeholders, including our investors and including our credit ratings agencies. We continue to make progress in 2019 and are dedicating more resources toward this effort in 2020 beyond.

Some examples are we added 140 megawatts of renewable carbon free wind energy to our generation portfolio last year and we're adding another 52.5 megawatts of wind by the year end 2020 through our Corriedale project. We're also working through the request for proposals for our renewable advantage program. I mentioned that earlier for our Colorado electric utility. We believe this program could add up to 200 megawatts of renewable energy for Colorado by 2023. And then finally on this slide, we are working on expanded ESG reporting to many to communicate our story through industry standardized methodology.

We've got a team of people very focused on that. Slide 20 is our scorecard. We use this to hold ourselves accountable to you, our shareholders, and we update this each year. So let me close by stating we had a very good 2019 marked by strong execution across our businesses and I greatly appreciate to my coworkers and what we accomplished last year. We're very well positioned with the right strategy to address the challenges we face today, especially with the pandemic, we look forward to extending Black Hills legacy of long term value growth.

So, thank you for your partnership and our continued success. Thank you for your time today. We look forward to return to normal, I hope for next year's meeting. So please stay safe and have a great day. I'll turn it back over to David Emery.

Thank you. Thank you, Lynn.

Speaker 1

Before I adjourn the meeting, I'd like to thank all of those involved in preparing for and putting on this meeting. I mean, these meetings are complicated in general with all the notices and things required. And certainly this one, primarily conducted online adds another level of complications. So thanks to everybody involved in getting all that done. A lot of behind the scenes logistics that none of us see, but we appreciate.

Also since Friday is my last day with Black Hills and this is my last annual meeting, I want to express my sincere thanks to all the employees, officers and directors of the company. It's truly been a privilege serving alongside all of you for 30 plus years. And Lynn referenced some of the weather issues. It's really times like these with viruses and floods and forest fires and blizzards that our employees' dedication to the customers and the communities that you serve truly shines through. So thanks for all of what you do.

Finally, thanks to everyone for attending the meeting today in person or online. I know we've got a lot of almost everybody attending online. Thanks for your continued interest in Black Hills. God bless you and your families and stay healthy and safe, please. Thank you.

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