ONE Gas, Inc. (OGS)
NYSE: OGS · Real-Time Price · USD
88.09
-0.67 (-0.75%)
Apr 24, 2026, 4:00 PM EDT - Market closed
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AGM 2019

May 23, 2019

Speaker 1

morning, ladies and gentlemen, and welcome. I'm John Gibson, Chairman of the Board of ONE Gas, and it's my pleasure to welcome you to the ONE Gas 2019 Annual Meeting of Shareholders. I now call this meeting to order. It is our intention to conduct today's meeting according to the agenda and rules and procedures you received as you entered the room. Please note that following adjournment of the meeting, there will be an opportunity for you to ask questions of management.

The polls will open for voting after all the proposals have been presented. I remind you that statements made during our annual meeting that include expectations or predictions should be considered forward looking statements and are covered by the Safe Harbor Act Safe Harbor provisions of the Securities Act of 1933 and the Securities and Exchange Act of 1934. Actual results could differ materially from those projected in any forward looking statements. For a discussion of factors that could cause actual results to differ, please refer to our SEC filings. Before proceeding to the business of the meeting, let me introduce your Board, whom I ask to stand and remain standing until all introductions have been made.

Please hold your applause until all the directors have been introduced. Arcilio Acosta, President, Chief Executive Officer, Carcon Industries and Construction, Dallas, Texas Robert Evans, Retired President and Chief Executive Officer of Duke Energy Americas, Minden, Louisiana Tracy Hart, President, Tarleton Corporation, St. Louis, Missouri Michael Hutcheson, retired partner at Deloitte and Touche, Denver, Colorado Patti Moore, Chairman of the Board and Interim President and CEO of Red Robin Gourmet Burgers and Owner, Patti Elmore Associates, Broken Arrow Oklahoma Pierce Norton, President and Chief Executive Officer, One Gas Inc, Tulsa, Oklahoma Eduardo Rodriguez, President, Strategic Communication Consulting Group El Paso, Texas Douglas Yeager, Retired Chairman, President and Chief Executive Officer of the LaClegue Group, now Spire Inc, St. Louis, Missouri. Let's give them a hand please.

At the table is Brian at the table to my right is Brian Shore, Vice President, Associate General Counsel and Corporate Secretary of ONE Gas, who will serve as secretary for this meeting. Also at the same table is Daniel Laufer of EQ Shareholder Services, our independent stock transfer agent who has been appointed as Inspector of Election for this meeting. Mr. Shore will now report on the mailing of the notice of this meeting and the presence of a quorum.

Speaker 2

Thank you, Mr. Chairman. Notice of this meeting accompanied by a proxy statement covering the matters to be acted upon at the meeting, a proxy card and the company's 2018 annual report were first mailed on April 3, 2019 to each shareholder of record as of March 25, 2019. A list of shareholders entitled to notice of and devote at this meeting has been available for viewing at corporate headquarters for the past 10 days and is available for viewing at the meeting. At the record date, 52,000,000 686,558 shares of ONE Gas common stock were issued and outstanding.

We are informed by the Inspector of Election that the count of shares immediately prior to this meeting shows that a majority of the shares of ONE Gas common stock outstanding at the record date are represented at this meeting in person or by proxy. Mr. Chairman, in accordance with our bylaws, a quorum is present.

Speaker 1

Thank you, Mr. Shore. I hereby declare a quorum is present and that this meeting is duly convened for the purpose of conducting such business as may properly come before it. On behalf of the Board of Directors of ONE Gas, I express my appreciation to all shareholders in attendance today and to all shareholders who return their proxies. At today's meeting, we are asking our shareholders to vote on the following three proposals.

Proposal number 1 is the annual election of 9 directors to serve for a 1 year term expiring at the company's Annual Meeting of Shareholders in 2020. The nominees for these 9 directorships are set forth in the proxy statement for this meeting and were previously introduced. Proposal number 2 is the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 1 Gas Inc. For the 2019 fiscal period fiscal year. Proposal number 3 is the annual advisory vote on the compensation paid to the named executive officers as described in the proxy statement for today's meeting.

I now move for shareholder approval of these three proposals. The polls are now open. I would like to point out that those of you who have previously returned proxies have authorized the persons named in the proxy to vote your shares as instructed on all proposals coming before this meeting. And you do not need to vote by ballot. If any shareholder present has not submitted a proxy or wishes to revoke a previously voted proxy and cast your vote by ballot, please raise your hand at this time and you will be given a ballot.

Since all those desiring to vote by proxy or ballot have done so, I now declare the polls closed. The Inspector of Election will now tabulate the votes. While the inspector is completing the tabulation of the votes, I would like to ask Pierce Norton, President and Chief Executive Officer, to provide an update on the company's performance.

Speaker 3

Good morning, and thank you for joining us today either here in person or on our webcast. I'd like to begin by acknowledging and thanking our Board of Directors for their continued service and guidance and thank the more than 3,500 employees working every day to ensure the safe delivery of natural gas to our valued customers. Our company has a long history of exceptional talent and a dedicated workforce. Thank you to our retirees who continue to be a part of our legacy and for continuing to be champions of the company. We also thank our investors for your confidence in our company and our management team.

ONE Gas is committed to creating exceptional value for our stakeholders and building a legacy of safely and reliably delivering natural gas to our more than 2,100,000 customers to meet their residential, commercial and industrial needs in energy. And now I'm pleased to report on some of our notable achievements in 2018 and from our first 5 years as ONE Gas. Financially, ONE Gas had a strong year in 2018. Net income increased to $172,200,000 with a corresponding diluted earnings per share of $3.25 compared with $163,000,000 of net income and earnings per share of $3.08 in 20 18 or 'seventeen. We also increased our quarterly dividend by $0.04 per share to $0.50 per share, which was effective for the Q1 2019.

This increase will annualized be around $2 per share. These results were made possible by a focused business strategy, our dedicated workforce and staying true to our core values. These important elements have enabled us to grow both shareholder value and the impact we're able to make in the communities where we serve. Our primary core value is safety, and it is an integral part of the business strategy. At ONE Gas, we are committed to operating safely and reducing risk for our employees, our customers and our communities.

We've had year over year decreases in the number of personal safety incidences as recorded with the American Gas Association, including a 60% reduction in the overall number of employee entries on the job over the 1st 5 years. While these improvements place us among the lowest national instant rates in our industry peer group, we remain committed to our goal of 0. And we will continue to elevate policies, procedures, training and technology that can help us progress toward that goal. Another important aspect of safety is our pipeline replacement program. It is core to our business model and will continue to provide decades of clarity on capital spending as well as cost mitigation through system modernization.

In 2018, we invested more than $394,000,000 in capital expenditures, with 70% of that investment going towards system integrity. We replaced 430 miles of distribution mains, service lines and transmission lines last year, exceeding our EPA methane emissions challenge goal to replace more than 2% of our vintage pipe. With more than 60,000 miles of distribution pipelines and mains, there's always more work to do. That's why we continue to improve our processes that will allow us to analyze and prioritize which assets we replace next. With this ongoing investment in our first five years, we have added more than 65,000 customers who are now able to take advantage of affordable domestic energy.

Leveraging technology remains a top focus as we look for new ways to reduce expenses, increase efficiencies and safeguard our infrastructure. In 2018, we continue to proactively invest in technology that reduces the threats that could impact our critical infrastructure systems, which includes cyber and electronic enabled physical security. We introduced systems that use machine learning and artificial intelligence to monitor and quickly detect malicious activity. Over the past year, we continue to optimize performance through innovation in our field operations and customer service teams to better meet the needs of our customers while making our work more efficient. We are advancing our use of communications platforms such as social media and mobile devices to make it easier to communicate and to conduct business with us.

We've also deployed hundreds of smartphones to our operating employees to enable use of the mobile applications that assist in their daily operations. Fostering an ethical workplace that values inclusion and diversity remains our top priority. We've seen firsthand how an engaged workforce is a safer workforce and a more productive workforce. In 2018, we again looked for new ways to create more opportunities for employees to engage across our 3 state service areas and our cultural backgrounds. We also continue to expand our leadership development programs, which empowers employees to explore their professional goals, while providing instructions to increase their leadership competencies.

It's also important that our employees and customers have the community resources and quality of life that they desire. So we look for ways to give our time and our resources through charitable giving, volunteerism and community engagement. In 2018, we contributed $2,100,000 through the ONE Gas Foundation grants and community giving and for a 5 year total of $8,800,000 Additionally, employees and their family members have spent 1,000 of hours volunteering in our communities. Our vision, our mission, our strategy and our core values have guided us through the 1st 5 years, and we're exceptionally proud and pleased with how far we've come. As we look ahead to the future, our focus remains on being a premier natural gas distribution company operating safely and creating exceptional value for our stakeholders.

Again, we appreciate your support, your confidence and your investment in our company. Mr. Chairman, thank you for the opportunity to review the company's 1st 5 years and our 2018 performance.

Speaker 1

Thank you, Piers. Mr. Shore, will you please report on the results of the voting?

Speaker 2

Mr. Chairman, we have been provided the preliminary report of the Inspector of Election as follows. Each of the 9 director nominees has been elected for a 1 year term. The selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm has been ratified with a 99% favorable vote. The advisory vote on the compensation paid to the named executive officers received a 96% favorable vote.

Speaker 1

Because no one has submitted any additional business for this meeting in accordance with the the provisions of our bylaws. There is no other business to come before this meeting. I once again express my appreciation to the shareholders who attended this meeting and to those who submitted their proxies prior to the meeting. I would like to also extend my personal congratulations to the employees of ONE Gas on their 5 year anniversary. 6 years ago in April of 2013, the ONEOK executive team recommended and introduced to the Board of Directors of ONEOAK the value creation potential of separating its legacy assets, the distribution assets to the shareholders of ONEOK.

In July of 2013, the ONEOK Board of Directors approved that separation. The purpose of that separation was to enable ONE Gas to fund itself and its growth to have access to capital. Capital by candidly having a hard time getting at ONEOK because of the alternative choices ONEOK had to invest. Because ONEOK had changed so much over time, many of our investors at ONEOK primarily invested because of the distribution business. And over time, that part of our business became smaller and smaller.

And those investors were not interested in continuing to invest in a growing midstream business. The stock valuation at the time of ONEOK, primarily through a summer parts analysis would indicate that ONEOK was not receiving, ONEOK shareholders was not receiving the value of the distribution assets. So there was value that was unrecognized and not shown in our share price. And so the company moved forward in January of 2014 to separate the company and ONE Gas in January of 2014 or February 1, I don't remember the exact date, issued at $13 roughly $13.5 per share and paid a dividend of 1.20 dollars 5 years later, you're trading around $88 a share and your dividend is $2 per share. So I take advantage of the unique position on behalf of the Board of Directors of ONEOK and on behalf of the Directors of ONE Gas, say to each and every employee of ONE Gas, congratulations on your achievements, but from my personal perspective we're proving that's right.

That was intended to be funny. But thank you all very much. I declare this annual meeting of the shareholders adjourned.

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