AGM 2020

Apr 21, 2020

Good morning. It is now time to begin the formal meeting. This is the second annual meeting of stockholders of Liberty Oilfield Services Inc. Since its initial public offering in 2018. My name is Chris Wright, and I am Chairman of the Board and Chief Executive Officer of your company. I will preside at the meeting this morning. Thank you for attending. Welcome to all. I hope you all either received the company's 2019 annual report prior to this meeting or that you pulled it up on our website today. If you read the letter that begins just inside the report, you'll have a summary of Liberty's performance in 2019. As you likely know, we held our first annual meeting of stockholders last April in person in Denver. We had planned an in person meeting again this year. However, the COVID-nineteen pandemic has caused us to shift to a virtual meeting for the health and safety of our stockholders, employees and other stakeholders. We appreciate your flexibility in accommodating this change. Also, on behalf of all of Liberty, I would like to pause and take a moment to commend the members of our community, including the doctors, nurses and other health professionals that are fighting this pandemic on the frontlines every day for the benefit of all of us. Thank you. Now let me give you an outline of the plan for this meeting. First, I will introduce our directors up for reelection, and then we'll take care of the official business of this meeting. The following members of our Board of Directors are standing for election today. Gail Norton. Ms. Norton has been the President of Norton Regulatory Strategies, a consulting firm since 2011. And from 2007 to 2010, she served as General Counsel, Unconventional Oil of Royal Dutch Shell. Prior to joining Shell, Ms. Norton served as the Secretary of the Interior of the United States under President George W. Bush from 2001 until 2006 and as the Attorney General of the State of Colorado from 1991 until 1999. Ms. Norton is the Chairperson of the Nominating and Governance Committee of the Board and also serves on the Audit Committee of your company. Next, Jasil Shah. Mr. Shah is a Principal of Riverstone, which he joined in 2010. Prior to joining Riverstone, Mr. Shah worked in the Investment Banking division of Credit Suisse. Next is Carrie Steinbeck. Mr. Steinbeck has been a Managing Director at Shea Ventures, an investment firm, since October 2014. And from 2017 to twenty fourteen twenty seven to 2014, he served as a Managing Director at the Oakmont Corporation. Mr. Steinbeck is also a Director of Liberty Resources LLC and is a chartered financial analyst chart holder. Mr. Steinbeck is a member of both the Audit Committee and the Compensation Committee of your company. Now we will turn to the formal business of our meeting. Before we continue, I would like to make the following announcement. As described in the notice and proxy statement previously distributed to you, you are entitled to participate and vote at this meeting if you were a stockholder as of the close of business on 02/24/2020, which is the record date for this meeting, or hold a legal proxy for the meeting provided by your bank, broker, or nominee. If you are a voting control member if if if you have a voting control number issued by American Stock Transfer and Trust Company LLC, our company's transfer agent, and wish to vote during this meeting, you may do so by clicking the proxy voting link on the left hand panel of your screen. You may also ask questions during the meeting if you registered with your voting control number. Please refer to the chat box icon located on the top left hand panel of your screen to submit a written question. A digital copy of the notice and proxy statement is also available for your review. You may access that document by clicking on the link named Annual ReportProxy Statement on the left hand side of your screen. An agenda that outlines the order of business for the meeting is displayed on the screen. There are three matters on the agenda today. Item number one, we are voting to elect three Class I directors. Item two, we are voting to ratify the selection of Deloitte and Touche as external auditors of the company for the current year. Deloitte was recommended by the Board's Audit Committee, which is made up entirely of directors who are independent under New York Stock Exchange rules. Deloitte has been the external auditor for your company since 2016. They have done a competent job and the board recommends their selection for the fiscal year 2020. I will introduce Mark Wise, a partner with Deloitte and Touche, is in attendance today. Mr. Wise is in charge of the external audit team from Deloitte for our company. Mr. Wise will be available to answer questions during the last part of the meeting. Item three, we are voting on a resolution to approve on a nonbinding advisory basis the compensation of the company's named executive officers. Liberty stockholders are entitled to vote at this meeting to approve the compensation of the company's named executive officers as disclosed in the proxy statement. This is an advisory vote only and it is not binding on the company or on the Board of Directors. A specific resolution is set forth in the proxy statement. So there are three items on the agenda. Mr. Elliott, the Vice President and General Counsel of your company, will act as secretary of this meeting, record the minutes, and see that they have attached all the necessary documents and exhibits. The inspector of election today is Stephen Hoffman of American Stock Transfer and Trust Company LLC, our company's transfer agent. Mr. Hoffman has taken the necessary oath and has advised that we have a quorum present. So this is an official meeting, and we can proceed with our business. During the meeting, we will address the matters described on the agenda shown on your screen. Voting will be completed, an announcement will be made regarding the preliminary results, and then the formal meeting will be adjourned. Questions should be restricted to the procedures for the meeting and proposals under consideration. Thank you for your understanding. If you are eligible to vote and have not submitted your vote, ballot, or proxy, or if you want to change your vote, please cast your digital vote via the function located on the left hand side of the screen. Ballots will be tallied after we have voted on all matters on the agenda. Upon receipt of the ballots, the polls will officially be closed. The digital votes cast today will be counted in the final tally along with the proxies previously received. We will announce the preliminary results of the voting at the end of the meeting. The polls are now open for the three items of business as of 09:11AM. Number one, the first item of formal business is the election of three class one directors, each for a three year term. Number two, the second item of formal business is to ratify or reject the Audit Committee's selection of Deloitte and Touche as auditors to audit the accounts of your company for the current fiscal year ending 12/31/2020. The third item of formal business is to hold a nonbinding advisory vote on the compensation of the named executive officers of the company. Are there any questions on these proposals? The floor is now open for discussion concerning the proposals. If you registered with your voting control number and wish to submit a question, please refer to the chat box icon located in the top left hand panel of your screen. We will respond to as many questions as practicable. Voting by voting is by proxy and digital ballot. Each share of common stock is entitled to one vote. Let me remind you that if you have already sent in your signed proxy, there is no need for you to cast a ballot now unless you wish to change the vote that you put on the proxy. The individuals named in the proxy or any of them will vote your shares as indicated on the proxy that you already have mailed or delivered to us. As a reminder, if you are voting today, please make sure you have your voting control number issued by AST and click the vote link on the left hand side of your screen. We will now provide some additional time for submission of voting. There being no further business to come before the meeting, I declare the polls are now closed for all items of business as of 09:13 a. M. No additional ballots, proxies, votes, and no changes or revocations will be accepted. The proxies and digital balance will now be tabulated by the inspector of election. We'll be happy to entertain any stockholder questions at this time. Does anyone have a question? Based upon preliminary information provided by the inspector of election, I can report that, number one, while only a plurality is required, each of the class one nominees for the board of directors has received a majority of the votes cast and each is therefore duly elected to hold office for a term which will expire in 2023. Number two, the proposal to ratify the selection of Deloitte and Touche LLP as independent auditors of your company for the current year has received a majority of the votes cast and is therefore adopted. Number three, the proposal to approve by nonbinding advisory vote the compensation of the named executive officers has received the majority of the votes cast and the compensation as outlined in the proxy is therefore approved. The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be reported in a Form eight ks to be filed with the SEC within four days four business days following this meeting. Before adjourning, I would like to thank each stockholder who sent in a proxy for this meeting, and I especially would like to thank you who are here for virtually attending. The meeting is now adjourned. This concludes today's teleconference. You may now disconnect.