AGM 2020

Jan 30, 2020

Good morning, everybody. I'm Ed Glotzbach, Chair of the Board of Spire. And on behalf of my fellow Board members, our President and CEO, Suzanne Sitherwick and all the employees of Spire, we welcome you to our Annual Shareholder Meeting. At Spire, one of our core values, which we often state for customers and our employees, is safety. So rather than just pass by it, we've all heard of instances around the country in the last year where the unexpected happened. So providing energy that advances and doing it safely takes a laser focus from every employee every day. That's why we emphasize it so often and so much. Before we start our regular meeting, please join me in watching the following safety video. In the event that you do come across a severe weather situation, it's very important that you know how to react. So make sure that you are aware of what your evacuation plans are and where your safe shelter areas are. If you need to know what's going around you in regards to weather, our phones are a very important tool that we can use for that. So you also can use internet as well as if you have a a radio. So just remember to always stay weather aware. Thank you. I think the video was more attractive than the picture, but I'll go on anyway. So let me introduce our Board of Directors as well as our executive officers and the representatives from our independent accountants, Deloitte and Touche. My fellow directors are: 1st, Mark Borer, who's retired CEO and Board member of DCP Midstream Partners LP, who's not with us in person this morning due to a family illness, but he is joining us by phone. So I'm glad you're with us, Mark. Thanks. In the room, we have Maria Fogerty, retired Senior VP, Internal Audit and Compliance, NextEra Energy Rob Jones, retired Co Head Bank of America Merrill Lynch Commodities Brenda Newberry, Founder and Retired CEO of the Newberry Group Stephen Schwartz, President and CEO, Brooks Automation Suzanne Sitherwood, CEO and President, Spire John Stupp, President of Stupp Brothers Mary Anne Van Loeklin, Retired Chairman and CEO of Cry Distributing. For our executive officers with us, we have Steve Lindsey, who's our EVP and Chief Operating Officer Steve Rasche, EVP and Chief Financial Officer Mark Darryl, Senior VP and Chief Legal and Compliance Officer Scott Carter, Senior Vice President, Chief Operating Officer of Distribution Operations Mont Geiselhart, Senior VP, Chief Strategy and Corporate Development Officer. From Deloitte and Touche, our audit partners, today we have with us Mike Contreras, who is our senior partner and Leslie Oden, who is also with him today. So let me ask the other officers of the Spire entities who are here to please stand and be recognized. Looks like they all sit together, don't it? Okay. Should only begin the formal meeting then. Do we have proof of notice? Yes. I have the affidavit of Philip Barone of Broadridge Financial Solutions, Inc. That shows the notice of the meeting has been distributed as required. At the opening of the meeting, we have received proxies for majority of the shares issued and outstanding. If any shareholder has a proxy to turn in, please raise it for an usher to pick up. Seeing none. Since we have more than a majority of the outstanding common shares represented here in either person or by proxy, we do have a quorum. Therefore, we may proceed with the business of the meeting. The corporate secretary has the minutes of last year's annual meeting available. Should you like to view those? If any shareholder wishes to inspect the minutes, just contact Ellen after the meeting. This morning then, we have 3 items of business that Ms. Therof will now present. For the first item of business, as proxy, I nominate Edward L. Glotzbach, Rob L. Jones and John P. Stupp, Jr. As Directors for a 3 year term expiring at the Annual Meeting in the year 2023. These were the nominees named in the proxy statement. Is there a second to these nominations? Second. Seconded. For the second item of business, as proxy, I move the advisory approval of compensation of our named executive officers. Is there a second to that motion? Second. For the 3rd item of business, as proxy, I move the ratification of the appointment of Deloitte and Touche as the company's independent registered accountant for the fiscal year 2020. Is there a second to that motion? I second. Thank you. Thank you. 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 proxies have cast the votes in accordance with the instructions received from the shareholders themselves giving such proxies. If any shareholder in the audience would like to submit their vote on the issues now, please raise your hand and an usher will bring you a ballot. Okay. I see no hands. While we await the report then of the Inspector of Election, I'd like to offer a few comments. We appreciate your investment in SPIRE and the confidence you've placed in the Board to represent your interest in this company. We understand the importance of our role and consider it a privilege to serve you all. As a Board, we leverage our diverse backgrounds, broad based experience and unique insights that we've gained over the years to represent all of Spire's stakeholders. We're also committed to thoughtful, forward looking succession planning for both the Board of Directors and senior management, which is a key to strong leadership and sustainability. And we spend a lot of time on that topic when we're together. As I mentioned in my letter and the proxy statement this past May, we launched our first ever corporate social responsibility report. You often hear that referred to as a CSR report. This report, which we will continue to grow and expand, is a companion piece to our existing disclosures, presentations and the website. As a company, we are committed to enhancing our disclosures to better describe the progress that is being made at Spire to not only ensure that the company is answering every challenge and advancing every community today, which is our mission, but that it will thrive and succeed well into the future. As we move through 2020, our goal remains the same: to create enhanced value for you, our shareholders, for our customers and for our communities. On behalf of my fellow Board members, thank you again for your investment and for your continued support. Let me ask Suzanne to share a few thoughts with us now. Thank you, Ed, and good morning, everyone. Greatly appreciate you that are here this morning and also greatly appreciate you that are participating with us on the webcast. So Ed, as you so well stated, our goal is to create enhanced value for our shareholders, our customers and our communities. We believe that goal was accomplished by continuing to lean into our mission and by using the strength of our energy to advance people, performance and possibilities. While we have quarter 1 out of fiscal 2020 behind us, we will be reporting on earnings on February 5, I'd like to take this moment to reflect on the many accomplishments of 2019. Last year, once again, we advanced our growth strategy. The Spire team delivered higher levels of financial and operating performance for our 1,700,000 homes and businesses, including providing excellent service for our customers while keeping people and communities safe. We also delivered on our brand promise. Thanks to the amazing commitment of dedicated caring employees who continue to modernize the tools and technologies that allow us to serve better than ever before. We know this because we measure everything that we do safety, customer experience, financial results and that's just to name a few. We view this for you, our shareholders, and for the customers and communities we serve. So I thought I'd take just a minute to share a few of those to give you an idea of the scale and the scope of what we measure and what we have accomplished. 1, we spent more than 10,000 hours volunteering at local charities and donated $4,700,000 to organizations that move our communities forward. Every day, 3,500 Spire employees work hard to keep costs low while delivering energy safely and efficiently. In fact, customer bills in Missouri are nearly 20% lower today than they were 15 years ago. We invested $287,000,000 in infrastructure upgrades replacing pipeline to improve safety and reliability while reducing methane emissions. We completed the Spire STL pipeline, diversifying our gas supply and improving our systems reliability for our St. Louis area customers. Through our organic growth efforts, we increased the number of homes and businesses we serve including extending service to reach rural and underserved areas and communities such as poultry and agricultural customers. Importantly, along with these accomplishments, we once again increased shareholder value in 2019. Over the last 5 years, we delivered a total shareholder return TSR of 120%. And for 2020, we raised the common stock dividend for the 17th consecutive year. This is all part of the 2019 chapter of our story, but the story doesn't end there. We'll use what we've set in motion to keep innovating and creating new chapters year after year. For us, that means always finding innovative and more efficient ways to advance fire because that's our promise. That's our promise to you. While the votes are being counted, I wanted to share with you a video that quickly highlights the strength of our employees and how they take their work to heart using their energy every day to enrich the lives of all those that we serve. In my role as leader for talent management, I get a chance to talk with a lot of folks. When I talk with them, I always take that their interest is in serving others internally or externally. One day we had a customer call in. She was very upset about some things that happened with her payments and she couldn't get the bills right and she couldn't get online and she just was very frustrated. And as I talked to the customer, I realized that, she would let me know that her husband was normally the person that paid the bills. And so she's like, he's not here anymore. And so then she went in, I went in to ask some questions about, oh, he's not here. I said, oh, I'm so sorry to hear that. You know, I know how that feels, you know, to lose a loved one. And she said in my voice, it just sounded like I was just there to help her. Me and my partner were there, you know, checking a leak, heard a pop of noise. A few seconds later, we smelled smoke, smell fires. We started looking to try to see what we found and we found the house next door with a smoke bill on out of these, put fire out, pulled the gas meter. But for that, make sure nobody's in the home. So because if they were, we're just going to have to get them out. If we wouldn't have acted like we did, the house would probably have been a total loss and the people lost everything they had. We were working in the Northwest part of Kansas City, and we were digging up the main and noticed this lady out in the driveway. We assumed she was trying to change her tire. And then we just we knew we needed to go help her. Changed the tire for her and then went back to work. We'd be a whole lot better off if we'd look out for everybody. We chose to go help her because it's the right thing to do. I mean, that's the way I was raised. Sometimes we want to know what our purpose is in life. And for me, it's to serve others. Serving others can look a lot of different ways. It can look like taking the time to be good to each other. It can look like going above and beyond to support the communities that we serve. It can look like going out of your way to help someone that really needs it. There are thousands of us out there doing good things. That's fire. Who we are. What if we all just did that every day? I want to be the best part of someone's day, every day. I hope that gives you just a little bit of feel of the hearts and minds. So as I was walking in here, one of our shareholders told me that, Suzanne, we are fuel for good. And indeed, we are fuel for good. So thank you for sharing that with me on the way in. We know that delivering increased shareholder value starts with serving our customers better than ever year after year. My promise to you, our shareholders, is that we'll continue pushing boundaries, growing, innovating and doing all we can to do to advance people, performance and possibilities. And we'll do this work for you every single day. I really do encourage you this was just a small piece of our story of our chapter And I really do encourage you to explore our story. And if you have pen and paper, write this down. Ourstory. Spireenergy.com and see all the ways we used our energy to advance others in 2019, including our shareholders. Thank you for your time this morning and thank you for being here. Thank you, Suzanne. So let me open the floor for questions. And maybe I'll get started. I know there's question whether I really own more than one tie, having had to look at that. So what questions do you have for us? Any questions at all? Okay. Thank you. So we have the report of the Inspector of Election. Ellen, would you please report the results? The results were as follows. Edward L. Glotzbach, Rob L. Jones and John P. Stub, Jr. Each received favorable votes from greater than a majority of the voted chairs, which is sufficient for each of them to be elected for a term of 3 years. The proposal for advisory approval of compensation of our executive officers received favorable votes from a greater than majority of the voted voted shares as well, which is sufficient for its advisory approval. And the proposal to ratify the appointment of Deloitte and Touche LLP to audit the Council's fire for fiscal year 2020 received favorable votes from greater than majority of the voted shares, which is sufficient for its approval. Thanks, Helen. As you heard, the nominees named in the proxy statement have been elected. Thank you for your confidence. Advisory approval of compensation for our executive officers has been obtained and the appointment of Deloitte and Touche LLP has been ratified. I will now ask Ellen for closing statements and a motion to adjourn. 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 is contained in the company's Form 10 ks and other extent any of the remarks contain non GAAP financial measures, reconciliation of the non GAAP financial measures to comparable GAAP measures can be found in our 10 ks available on our website. As proxy, I move that the meeting be adjourned. Thank you. We are adjourned, but thank you for coming today and being with us. We appreciate it very much.