AGM 2019

Jan 31, 2019

Good morning. As is our custom, we'll begin on time. I'm Ed Glotzbach. I'm Chair of the Board of Spire. And on behalf of my fellow Board members and all the employees of Speyer, we'd like to welcome you to our annual meeting. Here at SPIRE, one of our core values for our customers and our employees is safety, always has been that way. Before we start our meeting, please welcome Tim Goodson, our Vice President of Field Operations, who's going to present our Safety Minute. Tim? Thank you, Mr. Glasbach. Good morning, folks. Today's Safety Minute, before I begin, I want to let you remind you that safety is a value for Spire, not a priority because we change our priorities frequently. And so as we hold it as a value, like integrity and other values, it's always with us in our work and the decisions that we make. Today's Safety Minute is right around our home base, and that is natural gas safety. We design, construct and operate our system and maintain it to safety in mind so that it works for all of our customers every day. Natural gas is, of course, odorless, colorless and so we add an odorant to natural gas so that you can smell it. And if you ever determine that there is a leak because you smell this natural gas odor, which is like rotten eggs, call immediately the gas company or 911. Anyone can make that call and should right away. Then move to an area of safety. If you're indoors, go outdoors. Don't operate electric equipment, switches, phones, etcetera. In fact, call from outside. If you smell the odor outside, call from a distance away where you no longer smell that odor in order to be safe. Remain outside, don't operate equipment, don't reenter until a natural gas professional or the emergency responders advise you that it is safe to do so. That's our Safety Minute today. Thank you. Thank you, Tim. I've had the occasion to call Tim a couple of times on leaks here in St. Louis that either friends or myself reported, and I can assure you they respond very promptly. So take it seriously. It's really important. Let me introduce now our Board of Directors as well as our executive officers and the representatives from our independent accountants of Deloitte and Touche. My fellow directors are just pleased to stand briefly while I introduce you Mark Borer, retired CEO and Board member of DCP Midstream Partners Maria Fogarty, Retired Senior Vice President, Internal Audit and Compliance of NextEra Energy Rob Jones, retired Co Head, Bank of America Merrill Lynch Commodities Brenda Newberry, Founder and Retired CEO of the Newberry Group our newest Director, Stephen S. Schwartz, President and Chief Executive Officer, Brooks Automation Suzanne Sitherwood, our Chief Executive Officer and President John Stupp, President of Stupp Brothers Mary Anne Van Loughren, Retired Chairman and CEO of Croy Distributing. Our executive officers are Steve Lindsey, Executive VP and Chief Executive Officer of the Gas Utilities and Distribution Operations Steve Rasche, Executive VP and Chief Financial Officer Mark Darryl, Senior Vice President, Chief Legal and Compliance Officer Scott Carter, Senior Vice President, Chief Operating Officer of Distribution Operations Mike Geiselhart, Senior Vice President, Chief Strategy and Corporate Development Officer and with us today from Deloitte and Touche is our partner, Mike Contreras Let me also ask the other officers of our Spire entities who are here today to please stand and be recognized. Thank you. I will now begin the formal meeting. Ellen, do we have proof of notice? Yes. I have the affidavit of Daniel Z, Inc. 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 majority of our shares issued and outstanding. If any shareholder has a proxy to turn in, please raise it and an usher will come by and pick it up from you. Any proxies to be turned in? No? Since we have more than a majority of the outstanding common shares represented here either in person or by proxy, we 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 now. And if any shareholder would like to inspect those, please contact Ms. Staroff after the meeting. This morning, we have 3 items of business. Ms. Staroff will now present. For the first item of business, as proxy, I nominate Brenda D. Newberry, Suzanne Sitherwood and Mary Anne Van Loughren as Directors for a 3 year term expiring at the Annual Meeting in the year 2020 and Steve S. Schwartz as Director for a 2 year term expiring at the Annual Meeting in the year 2021. These were the nominees named in the proxy statement. Is there a second to those nominations? 2nd. 2nd. 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. Thank you. 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 public accountant for the fiscal year 2019. Is there a second to that motion? Second. Thank you. Bill Marsh of IBS Associates Incorporated had been appointed as Inspector of Election and was going to report results to the secretary as soon as they were available. Unfortunately, Bill had a medical problem very recently this morning and needed to be transported to the hospital. So we quickly gathered comments with Corporate Counsel, Corporate Governance Counsel and have an acceptable alternative way to proceed with the meeting. I want to ask Suzanne to take care of that. Thank you, Ed. As Tim talked about earlier, safety for us is a value. And we believe that to our core, and that's where we start. And when our pollster joined us this morning, clearly about the time the meeting was about to start, he did have a health occurrence. And because safety is always our core value, we felt it was imperative that that gentleman go to the hospital and make sure that he can have his very best outcome. But Spire too, part of our culture is we respond to challenges. And so our able-bodied corporate secretary, Sarah Moore, is stepping in. We did consult with our outside corporate counsel, and that is all appropriate. So thank you, Sarah, for taking this role on, and we will move our meeting forward. Thanks. Thanks, Suzanne, and thank you, Sarah. The proxies have cast the votes in accordance with the instructions received from the shareholders giving such proxies. If any shareholder in the audience would like to submit their vote on issues now, please raise your hand, an usher will bring you a ballot in case you don't have one. While waiting on the report of the Inspector of Election, I would like to share a few comments. Allow me to start by saying thank you for your investment, Inspire and for placing your trust in management and in the Board of Directors to oversee your interest in the company. In fiscal 2018, the company continued to deliver on our plans to grow and provide shareholder value, And we did so while staying true to our mission, which you've seen and which I'll repeat, which is answering challenges that are presented to us advancing communities and enriching lives. Earlier this fiscal year, we increased Spire's annualized dividend by 5.1% to $2.37 per share, furthering our commitment to providing value to our shareholders. Our Board considers it a privilege to be stewards of this company, playing an essential role in overseeing Spire's long term growth strategy. Throughout the year, we leverage our diverse backgrounds, broad based experience and specific insights into strategy development and execution to guide Spire's strategic imperatives, Spire's key priorities and our long range plans. We are steadfastly focused on achieving results and delivering on our promises. As a Board, we regularly review our mix of skills, qualifications and experience of our current directors and continually focus on whether there are additional skills that would help us shape Spire's long term growth strategy. Our newest Director, whom you met briefly earlier, Steve Schwartz, comes to us with extensive experience and background in innovation and technology, and that's a skill as a board we've long talked about that we could use extra help with. We also strive to maintain an appropriate balance of experience, tenure and diversity on the Board. As you can see, refreshing the Board is a priority because new directors bring perspectives and ideas, but the Board believes it is equally important to benefit from valuable experience and continuity that longer serving directors bring as well. We believe strong corporate governance and ethical culture are important drivers of financial integrity and sustainable performance that, in turn, lead to investor confidence. As Directors, we are fully accountable to you, the shareholders. As we look to 2019, our goal remains the same: create enhanced value for our shareholders, our customers and our communities. On behalf of our Board of Directors, thank you again for your investment and for your continued support. Let me ask Suzanne to address with some additional comments. Thank you, Ed. I asked Ed if I might make some comments this morning. First of all, I wanted to thank everyone for being here today. I know there's sort of this cold Arctic front across the northern part of our country, and I see some familiar faces in the audience and some that have come quite long journeys to get here. But because it's so cold and we're in the natural gas business, it also struck me this is really a good time too to talk a bit about natural gas. And natural gas, we think about us as utilities delivering natural gas to our customers, which, yes, we do that. That's the physics. That's the mechanic of it. But what we're really doing each and every day is warming homes and warming hearts. We're warming water and we're warming food for all of our homes. And the other thing we're doing is we're creating opportunities for businesses because when businesses know that they have energy, then they know they have opportunities to build their business. And that sets as well with industry. How do you build industry in your regions? So natural gas and spire, we bring energy to life through the people that we serve and the communities that we serve. And that's why the values that Tim spoke of and the behaviors, the way that we interact with people and communities means so much to us. It is how we show up. It's how we do our work. It's not just the end result. Our employees know that we have to have the end result. We're accountable to that to our shareholders and to the Board. But we also know that we serve community and people. And so the how is very important to us. And it is exhibited in our behaviors. And it is exhibited in our values. And we're very proud of that. But we're also very proud of in 2018 and I know we sort of closed that at the end of September and we've reported all that math to you. And it shows in our earnings and it shows in our dividend and it shows in our confidence through our dividend that we are bringing that dividend to you each and every year. But what's very important to us is we continue to be spire to you, our mission, delivering our mission. And we create that growth as we have the last 7 years, some years, some more than others is through organic growth, which I'll talk about in a second, through investment in infrastructure, right, the merger and acquisition, which you're probably most familiar with, and then innovation and technology, which I would say is the least mature. We are now focused because we are a broader business with more scale and also beyond gas utilities have gas related businesses that we've now leaned into organic growth. And we are doing that as I announced at the end of 2018, actually in November at the earnings call, through the announcement of presidents, presidents who will be uber focused on organic growth for these businesses, the utility businesses both in Missouri, Alabama and Mississippi, Again with strong leadership, not only technical leadership, but the human aspect and who they stand for. Also our gas related company and create scale, you want to make sure that we've got somebody a company and create scale, you want to make sure that we've got somebody that's keeping their eye on that business every day. So we are very proud of what we've built and what we've become, but we don't rest on those laurels. We're already off in 20 19 producing value for our shareholders. But also on a frigid day like this, we're serving our customers and we do it with great pride. And we do it in a safe way. And we do it with respect for the communities that we serve. And to show and lean into the respect aspect, I would like to take a second. I took the board yesterday or last evening into gas control. When there are days like this with these temperatures, obviously, it's a different way of operating the company when it's less severe of a cold day. And we have heroes out there. Our employees that are working out in the field around the clock when the temperature is like this or in gas control or in those customer connect centers who warmly every day want to serve their customers and create that warmth in their home and water heating and cooking. And they are heroes and they're doing an amazing job and I know because I've visited with them. So I just wanted to give them a little bit of shout out and let you know that they're working there for you. So I look forward to a great 2019. I appreciate several of you in the audience that I've worked with over the last 7 years. And I look forward to 2019 and actually for years to come. So thank you for your investment. Thank you for trusting in us. And see you at different occasions in 2019. Thank you. Thank you, Suzanne. I think as you know, we're delighted to have Suzanne as our President and Chief Executive Officer and been with us for several years now. But she was a great addition to Spire, and we're just delighted to have her with us. Okay. I believe we have the report of the inspectors of election. Would the secretary please report the results? The results were as follows. Brenda D. Newberry, Suzanne Sitherwood, Mary Anne Van Loecken and Stephen S. Schwartz each received favorable votes from greater than a majority of the votes cast, which is sufficient for Brenda D. Newberry, Suzanne Sotherwood and Mary Anne Van Loughren's election for a term of 3 years and Stephen S. Sports' election for a term of 2 years. The proposal for advisory approval of compensation of our executive officers received favorable votes from a greater than majority of the votes, which is sufficient for advisory approval. And the proposal to ratify appointment of Deloitte and Touche LLP to audit the accounts of Spire for fiscal year 2019 received favorable votes from greater than majority of the voted shares, which is sufficient for its approval. Thank you, Ellen. As you heard, the nominees named in the proxy statement have been elected. Advisory approval of compensation of our executive officers has been obtained and the appointment of Deloitte and Touche, LLP has been ratified. I would add just a short personal comment. I grew up in the operations side of the telephone business, and I've missed that for a long time when you moved out of things. But Suzanne took us yesterday, as she mentioned, in the gas control, and it was 5 below on the way down here yesterday. And to see that team, how they were moving gas around and making sure pressure was there and even pulling propane, which is not a which is an occasional thing for us. It sort of was exciting to see Spire in action. And while we talk about governance and results and all that, that was kind of where the rubber meets the road, and it was great fun for me to see. I know it was great fun for all the directors to see. So we're not only proud of our results, we're proud of how we actually operate on days like that when we really serve our communities. So it's fun to be part of it. Are there any other questions that anyone would like to ask or any discussion items we could we need to have from the floor? We'd be happy to entertain those. Scott, you look like you're ready for a question there, no? Okay. Any? All right. I will now ask Ellen for a closing statement and a motion to adjourn. Some of today's comments have included forward looking statements. Actual results may differ materially from those projected. A description of the risks and 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 documents filed with the SEC, which are readily available. We also note that some of the remarks contain this is not quite true today, but non GAAP financial measures. Reconciliation of 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. All right. So ordered. We are adjourned. Thank you again for coming. Please stay around and visit. Thanks for your confidence and inspire.