AGM 2021

Jan 28, 2021

Good morning. I am Ed Glassbach, Chair of the Board of Spire. And on behalf of my fellow Board members and all the employees of Spire, we welcome you to our Annual Shareholder Meeting. Here at Spire, one of our core values is and always has been keeping our customers and employees safe. This past year has presented challenges that we would have thought unimaginable just 12 months ago. I'm pleased to say though that we rose to the challenge each time and that we continue to rise to the challenge of COVID-nineteen every day. You can read more about Spire's response to the pandemic and how we are continuing to protect our customers and employees in our proxy statement. Before we start our meeting for our Safety Minute, I would like to remind you to continue to practice social distancing, wash your hands and to wear a mask. Just as we require our employees to do every day, every time. And in so doing, we protect ourselves, our families, our friends and our communities. Please note that later in the meeting, we will be addressing questions submitted by shareholders. Validated shareholders may type in questions in the designated field on the web portal. Out of consideration for others, we ask that you limit yourself to one question. Now, let me introduce our Board of Directors as well as our executive officers and the representative from our independent accountants, Deloitte and Touche, all of whom are participating in this virtual meeting. My fellow directors are Mark Bohr, Retired Chief Executive Officer and Board Member DCP Midstream Partners Maria Fogarty, Retired Senior Vice President, Internal Audit and Compliance at NextEra Energy Rob Jones, Retired Co Head, Bank of America Merrill Lynch Commodities Brenda Newberry, Founder and Retired Chief Executive Officer, The Newberry Group Steve Schwartz, President and Chief Executive Officer, Brooks Automation Suzanne Sitherwood, Chief Executive Officer and President of Speyer John Stupp, President of Stupp Brothers and Mary Anne Van Lachery, Retired Chairman and CEO of Kray Distributing. Executive Officers with us today are Steve Lindsey, Executive VP and Chief Operating Officer Steve Rasche, Executive VP and Chief Financial Officer Mark Darryl, Senior Vice President, Chief Legal and Compliance Officer Mike Geiselhart, Senior Vice President, Chief Strategy and Corporate Development Officer and Scott Carter, Senior Vice President, Chief Operating Officer of Distribution Operations. And serving as secretary during this meeting, we have Ellen Theiroff, Vice President, Chief Governance Officer and Corporate Secretary. Our Deloitte and Touche partner is Mike Contreras. I will now begin the formal meeting. Do we have proof of mailing? Yes. I have the affidavit of distribution from Joanne Vogel of Broadridge Financial Solutions Inc, which shows that the notice of annual meeting and availability of materials was distributed on approximately December 16, 2020 as required to shareholders of record. On the record date, December 30, 2020, there were 51,656,357 shares that were issued and outstanding and entitled to vote at this meeting. As of the opening of this meeting, Broadridge has reported that there are represented by proxy at this meeting, holders of at least 91% of common shares of the company and therefore a quorum is present. If any shareholder in attendance at this meeting plans to vote their shares, you may vote your shares online using the vote button until the polls close. Since we have more than a majority of the outstanding common shares represented here by proxy, we have a qualm and therefore we'll proceed with the business of the meeting. As a reminder, even though we are holding the meeting virtually this year, no recording of the meeting, audio, video or otherwise is permitted by anyone other than the company. This morning, we have 3 items of business that Ms. Sarraf will now present, which are described in further detail in the proxy statement filed with the Securities and Exchange Commission on December 16, 2020. In accordance with materials that were sent to shareholders, for the first item of business as proxy, I move for the approval of nominees Mark A. Borer, Maria V. Fogarty and Stephen S. Schwartz as Directors for a 3 year term expiring at the Annual Meeting in the year 2024. These were the individuals nominated in the proxy statement. We note that no other nominations were submitted as provided in the company's bylaws. For the 2nd item of business, as proxy, I move the approval of an advisory vote of the compensation of our named executive officers. For the 3rd item of business as proxy, I move the approval of the ratification of the appointment of Deloitte and Touche as the company's independent registered public accountants for the fiscal year 2021. Thank you, Ellen. The proxies have cast the votes in accordance with the instructions received from the shareholders giving such proxies. Any shareholder who hasn't yet voted or wishes to change their vote may do so now by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any further action. Nancy Hoffman representing Broadridge Financial Solutions has been appointed as Inspector of Election and will report results to the Secretary as soon as they are available. The polls are closing momentarily and we will take a minute now to be sure everyone has a chance to vote. The polls are now closed. While we await the report of the Inspector of Election, I would like to share a couple of thoughts with you regarding our environmental, social and governance policy before Suzanne and I address questions. We believe that setting goals in these areas and integrating them into our strategy and operations is crucial for the success of our business. I want to assure you as evidenced by our commitment to carbon neutrality by mid century, the Spire's management team and Board are aware of our role in understanding and addressing environmental concerns and their impact on our business. We are continually evaluating our current and future strategy in light of climate change and green energy alternatives. So we are able to be good stewards of the environment, while simultaneously delivering safe and reliable service to our customers, creating value for our shareholders. Spire is also committed to operating in a socially responsible manner and ensuring our governance practices are robust and appropriate. We are dedicated to being transparent with making accurate, complete and timely disclosures that tell our story. Suzanne and I will now address any questions. Ellen, do we have any questions? Mr. Glotzbach, the first question from a shareholder is how is the company approaching its commitment to be carbon neutral by mid century? Well, thanks for the question. And Suzanne, I'm going to turn that to you and have you just briefly talk about the process that you and your team are following. Sure, Ed. I'll be happy to answer that question. In fact, the natural gas industry and especially Spire, we have a great story to tell. Natural gas is an energy source that's affordable, produced domestically and abundant. And it now plays a key role in advancing carbon goals for Spire and quite frankly our country. The U. S. Has 3,838 trillion cubic feet of recoverable natural gas supply, 128 years' worth on current consumption patterns. And natural gas accounts for only 4% of total greenhouse gas emissions in the U. S. So to your question, at Spire, we are well underway by replacing our aging pipeline infrastructure, reducing greenhouse gas emissions 39% since 2,005 and we are targeting a 53% reduction by 2025. Additionally, we are modernizing our meter and instruments attached to our pipelines and our customers. We're also working with the Missouri Public Service Commission staff to address quality standards unique to biogas. And like many gas companies, we're evaluating green hydrogen. So you can see, we're well on our way, which is why Spire was one of the first companies to commit to carbon neutrality by mid century. And we know that technology and innovation will help us deliver on that commitment for years to come. Thank you for your question. Very good question. Mr. Glossbach, we have a second question. That question is with 2 board members reaching mandatory retirement age in the next 3 years, how is the board approaching finding new directors? Thanks, Alan. We've obviously been thinking about that for some time now. And I guess the current state is we're in the process of evaluating several factors and those factors include for candidates, it includes skill sets, experience in business, age, gender diversity, ethnic diversity and interpersonal skills, which we found those to be the most important factors for us. We actually look both to our current directors for candidates they might suggest and we also use recruiting firms. Then once we identify candidates that might fit our Board, All directors interview the candidates prior to selection. Fit and culture for a new candidate with both the company and the Board are very important. It's a long process and often takes 9 months to a year, but we found that's the best way to do it. It's a very important decision for both the company and the Board. Thanks for the question, Ellen. And the 3rd and final question that we have at this point is what is the Board's approach to ESG oversight? Well, I commented on that a little bit in my introductory remarks, but allow me to expand on it a little bit. And I'm pleased we got the question. It's a big topic. And it's one that changes and almost grows by the month and by the year. So how we approach it though is from the component parts with E being for the environment, S for social and people and G for governance. Our Board has determined that the best way to provide helpful oversight is to assign each of those components to a separate Board committee. So we've assigned the environmental piece to the strategy committee. We've assigned the social piece to our human resources and compensation committee. And we've assigned G to governance. We regularly review the company's plans on each of the components as well as progress made against the metrics that we've all agreed on. It's very much a changing world and a work in progress. So it takes a lot to stay up to date. We're fortunate, we have many directors with ESG pertinent skill sets and they discuss regularly aspects of ESG with the company and its management team and then they keep the Board informed. I'll emphasize again, we think that's the best way to provide helpful oversight to the company and we've discovered that along the way and we intend to continue to provide oversight in that manner. We think that's an approach that will lead us into the future. Thanks, Edward. Thank you, Ed. At this point, we have no further questions. So if you want to proceed with the rest of the business of the meeting. Okay. Thank you. I think we now have the preliminary report of the Inspector of Election. Bob, would you please report the results? The results were as follows. For the first proposal, each Director, Mark A. Borer, Maria V. Fogarty and Stephen S. Schwartz received favorable votes from greater than a majority of the voted shares, which is sufficient for each of them to be elected for a term of 3 years and therefore the proposal passes. The second proposal for advisory approval of compensation of our executive officers receive favorable votes from greater than majority of the voted shares, which is sufficient for its advisory approval. And the 3rd proposal to ratify the appointment of Deloitte and Touche LLP to audit the accounts of Spire for the fiscal year 2021 received favorable votes from greater than a majority of the voted shares, which is sufficient for its approval. Thank you, Ellen. As you have heard, the nominees named in the proxy statement have been elected. Advisory approval of compensation of our executive officers has been obtained and the ratification of the appointment of Deloitte and Touche has been approved. I will now ask Ellen for a closing statement and a motion to adjourn. Broadridge Financial Solutions Inc. Along with its representative, Nancy Hoffman, the Independent Inspector of Election and proxy tabulator for this annual meeting, will be providing a final vote tabulation report after this meeting is complete. Certifying the results of the 3 proposals, which will then be reported in the 8 ks the company plans to file on or before February 3, 2021. For more on how Spire stepped forward in 2020 and plans to maintain that momentum in 2021 and beyond, please explore our story. Spireenergy.com following today's meeting. Some of today's comments may have included forward looking statements. Actual results may differ materially from those projected. A description of the risks and uncertainties that could cause future performance or results to be different than those anticipated are contained in the Form 10 ks and other documents filed with the SEC, which are readily available. As Secretary, I move that the meeting be adjourned. So ordered. Thank you. And thank you all for being with us at our Annual Meeting. Take care. Bye bye.