Calumet, Inc. (CLMT)
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AGM 2026

Jun 2, 2026

Summary

The meeting covered board changes, strong financial performance, and strategic growth plans. All shareholder proposals passed, including director elections and auditor ratification. Focus remains on de-leveraging, operational excellence, and expanding renewables.

Operator

Welcome to the annual meeting for Calumet Inc. Our host for today's call is Steve Mawer, Chair of the Board. I will now turn the call over to your host. Mr. Mawer, you may begin, sir.

Steve Mawer
Chair of the Board, Calumet

Thank you. Welcome to Calumet Inc's annual meeting of stockholders. My name is Steve Mawer, Chair of the Board and Chair of today's meeting. Thank you all for joining us today. It is now 9:00 A.M. Eastern Time, and the polls are now open. Let me begin by introducing your Board of Directors, Todd Borgmann, John Jack Boss, Karen Narwold, Julio Quintana, Paul Raymond III, Daniel J. Sajkowski, Amy Schumacher, Jennifer Straumins, and Karen Twitchell. In addition, we are joined by Bradford T. Sanders, who has been nominated for election as a class 2 director at today's meeting. As previously announced, Jennifer Straumins is retiring at today's meeting. On behalf of the Board, I would like to sincerely thank Jennifer for her contributions to Calumet during her years of service. I would also like to introduce the other members of the management team who are joining us today.

Todd Borgmann, President and Chief Executive Officer, David Lunin, Executive Vice President, Chief Financial Officer, Bruce A. Fleming, Executive Vice President, Montana Renewables and Corporate Development, and Scott Obermeier, President, Specialties. Eamonn Wadden, Partner, and Charlie Rosenblatt, Audit Managing Director, representatives of our independent registered public accounting firm, Grant Thornton, are also joining us today. Gregory J. Morical will serve as secretary of the meeting, and Heather Obi of The Carideo Group has been appointed Inspector of Election to examine and count proxies and votes for this meeting. This meeting will be conducted in accordance with the agenda and rules of conduct that have been provided on the virtual meeting website. To maintain an informative, orderly, and constructive meeting, we ask that participants abide by these rules. First, we will address the business items before the stockholders as set forth in the proxy statement.

Following a discussion and vote on the business items, we will conclude the business portion of the meeting. Todd Borgmann, the company's President and CEO, will provide a brief business update, and Todd and I will answer any stockholder questions of general interest before adjourning. You may vote your shares online at any time during this meeting prior to the closing of the polls. If you are a stockholder and you have not already voted or you wish to change your vote, you should have logged into the meeting using your control number, which will allow you to vote online during the meeting. Your control number may be found on your proxy card, voting instruction form, or electronic notice to vote. If you have already submitted your proxy card or voted by internet or telephone, your shares have been voted accordingly.

You do not need to vote today unless you are voting for the first time or you wish to change your vote. We will close the polls on all matters immediately after the presentation and discussion of today's proposals. The company's agents have certified that the proxy materials were made available to stockholders of record beginning April 20th, 2026. We will file copies of the notice and related affidavit of mailing with the minutes of this meeting. I have received an oath signed by the Inspector of Election stating that they will faithfully execute with strict impartiality their duties, which will also be filed with the minutes of this meeting. Our board set April 6th, 2026, as the record date for this meeting. Only stockholders of record on that date are entitled to vote at this meeting.

As of that date, there were 87,040,558 shares of the company's common stock issued and outstanding. I have been informed by the Inspector of Election that at least a majority of those shares are represented either virtually or by proxy for this meeting, and therefore, we have a quorum. I declare that this meeting is properly constituted and convened. The first matter to be considered is the election of the following class 1 directors to the board to serve until the 2029 annual meeting of stockholders, Todd Borgmann, Daniel J. Sajkowski, and Bradford T. Sanders. The second matter to be considered is an advisory vote to approve executive officer compensation. The third matter to be considered is the ratification of the selection of Grant Thornton LLP as independent registered public accounting firm for 2026.

We will now see if there are any questions or comments regarding these proposals. I see no questions on the proposals. We will close the poll shortly. As a reminder, if you have previously voted, it is not necessary for you to vote today unless you wish to change your vote or you requested a legal proxy. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. We will now have a short pause. It is 9:06 A.M. As everyone has now had the opportunity to vote, I now declare the polls are closed. No additional votes will be accepted. I have received the preliminary voting results from the Inspector of Election.

According to the preliminary results, we have received votes and proxies sufficient to elect each of the director nominees, approve the advisory votes to approve executive officer compensation, and ratify the selection of Grant Thornton as the company's independent registered public accounting firm for 2026. The final vote totals, including votes validly received at this meeting, will be tabulated and reported on a Form 8-K filed with the SEC. This concludes the business portion of the meeting. There being no further business to come before the meeting, this meeting is now adjourned. Next, I would like to ask our President and CEO, Todd Borgmann, to present a brief overview of Calumet's fiscal 2025 results and recent developments. The report will be followed by a question and answer period. Before Todd begins, I note that this presentation includes forward-looking statements.

These statements are not guarantees of future performance, and our actual results could differ materially as a result of many factors. Additional information concerning those factors is available in our most recent report on Form 10-K, which you can find on the SEC's website and the investor relations section of our website. For non-GAAP financial information disclosed, the related GAAP measures and reconciliation are available on our Form 10-K and in our first quarter 2026 earnings material posted on our investor relations website. With that, let me turn the floor over to Todd.

Todd Borgmann
President and CEO, Calumet

Thanks, Steve. I want to extend a sincere thanks to our stockholders for your support of our proposals today and your continued investment in Calumet. I'll briefly recap a few of our 2025 accomplishments in what was another transformational year for the company. It continues to be an exciting time here at Calumet, with much accomplished strategically, but also with ample opportunity ahead in both our specialties and renewables businesses. Before I go any further, I want to take this opportunity to thank Jennifer Straumins for her service to Calumet. Jennifer has served on the board since February of 2021. Her leadership, enthusiasm, strategic insight, and commitment to Calumet on behalf of its shareholders has been instrumental in guiding us through times of change and establishing our strong foundation for growth going forward.

Jennifer's imprint on Calumet extends far beyond her board tenure, as the company also benefited from her contributions as an employee for 13 years. As she shared in a news release announcing her decision to not seek board reelection, Calumet has been a part of Jennifer's family since she was 16 years old. Jennifer's legacy is ingrained in Calumet's story, and with gratitude from the entire board of directors, I want to extend our sincere thanks and appreciation. Next, on slide five, following their election by the shareholders at last year's annual meeting, I'll recognize and thank both Karen Narwold and Julio Quintana for their first year of service on the board. Post Calumet's conversion from an MLP, it was important to continue to bolster our governance and strategic oversight, and Karen and Julio have done exactly that, amongst many other contributions.

On behalf of the full board, thank you for your insights and contributions over the last year and going forward. On slide six, following today's election, based on the preliminary results, I'd also like to welcome Bradford Sanders to Calumet's board of directors. Brad brings more than 30 years of executive leadership across the energy value chain, including refining chemicals, trading, logistics, and importantly, renewable fuels and environmental credit markets. Brad will join the board to guide Calumet's strategic path and accelerate our growth plans. With this appointment, we've added five fresh, independent perspectives to our board since 2022, with a breadth of key skills to fulfill our ongoing commitment to create value for our shareholders. Turning to slide seven, I'll briefly review Calumet's two competitively advantaged businesses. Once again in 2025, our Specialties business demonstrated its market leadership and unique value proposition.

The specialties platform provides the deepest and broadest product offering in the industry, with an exceptional long-standing customer base built on decades of delivering a world-class customer experience across a diversified slate of end markets. Coupled with our integrated supply chain and flexible production footprint, this capability provides unparalleled market optionality and the ability to deliver financially throughout the ups and downs of a business cycle. We saw this again in 2025 as cash generated from this business drove over $220 million of restricted group debt reduction as the company continues to enhance its credit profile. Our renewables business also achieved new and critical strategic milestones in 2025.

Despite the trough industry margin conditions in biofuels, Montana Renewables was able to demonstrate that it's a top financial performer in the space. For our second consecutive year, we de-risked our operations, dramatically reduced operating costs, regularly set new production records, and showed the unique geographic advantages of the Great Falls, Montana location. These operational achievements built on the year's strategic accomplishments of receiving the first DOE loan approved in the Trump administration, and announcing a new innovative approach to expediting our Max SAF 150 expansion, which just saw its first leg completed in early 2026. With this enhanced SAF capability and a constructive renewable volume obligation announced by the EPA in March of this year, we're excited about the financial potential to showcase our advantage platform and a strong margin environment.

On slide eight, we drill deeper to 2025's accomplishments as we de-risked and de-levered the business, while simultaneously positioning Calumet for growth. First, we significantly strengthened our balance sheet by reducing our restricted group debt by more than $220 million, which resulted in our net record debt to EBITDA ratio steadily declining from over 8x at the beginning of the year to under 5x by year-end. Through strong cash flow, we eliminated all of our near-term maturities and paid off our 2026 and 2027 senior notes. Our 28% year-over-year increase in adjusted EBITDA with tax attributes reflected an initiative set early in the year to drive costs out of the system. Also enhanced our operational reliability, generating 1.3 million more barrels of increased year-over-year production.

Our multi-year commercial excellence journey also contributed to staying well above mid-cycle margin levels last year, when many specialty chemical peers were hampered by macro headwinds. At Montana Renewables, our experienced team drove operating costs to a new record low of $0.41 per gallon in the second half of the year, eclipsing the previous goal of $0.70 per gallon. It was only 16 months ago that we received the first tranche of funding under the DOE loan that completely recapitalized Montana Renewables, eliminating approximately $80 million in annual third-party debt servicing costs, Setting the stage for our Max SAF 150 expansion. Last year, we also completed the successful and accretive sale of our Royal Purple industrial assets as part of our overall specialty strategy and de-leveraging efforts.

Before moving on, I want to acknowledge the hard work of our employees in achieving the accomplishments identified on this slide, as many of them are on this call today. Turning to slide nine, we look ahead to 2026. Both of our businesses are well-positioned for success in this market and beyond. Specialty margin outlook continues to remain strong, bolstered by our multi-year commercial excellence initiatives and a strong margin environment which provides the ability for opportunistic growth and accelerated de-leveraging. On the Montana Renewables side, the new Set 2 RVO translates to 6.7 billion gallons of biomass-based diesel demand, which returns the industry to its historic normal and steady margin environment. We've seen the market rapidly recover to this level with over $2 per gallon index margins post-announcement.

In closing on slide 10, with a strong margin environment and long-awaited regulatory clarity in place, we're focused on delivering results that reflect the unique advantages of both our specialties and renewables businesses. We'll continue to widen the strategic moat in our specialties business. We remain committed to de-leveraging and opportunistic growth, and we continue to position Montana Renewables to drive further shareholder value. Thank you for your continued support of Calumet. And with that, I'll turn the call back over to Steve.

Steve Mawer
Chair of the Board, Calumet

Thank you, Todd. We will now be available for a few minutes for any comments or questions of general interest you might have. Please note we will attempt to answer as many questions as time allows, but only questions that comply with the meeting rules of conduct will be addressed. I see no questions, so this concludes the question and answer portion of the meeting. Thank you very much for attending today's meeting, and we appreciate your continued support of Calumet.

Operator

The meeting has now concluded. Thank you for joining, and have a pleasant day.