WaterBridge Infrastructure LLC (WBI)
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AGM 2026

Jun 18, 2026

Summary

The meeting highlighted a transformative year with a successful IPO, strong financial growth, and major project completions. All board nominees were elected, Deloitte was ratified as auditor, and executive compensation was approved. No shareholder questions were raised.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

Good afternoon, ladies and gentlemen. I'm David Capobianco, Chairman of the Board of WaterBridge Infrastructure. I'll preside over today's meeting, and our CFO, Scott McNeely, will assist. It's now four o'clock, and in accordance with the notice of the annual meeting, I hereby call the 2026 annual meeting of the shareholders of WaterBridge Infrastructure to order. Before we get into today's business, I wanted to pause for a moment to talk about the transformative year we had. Over the last year, we completed our initial IPO on the New York Stock Exchange, also the NYSE Texas Stock Exchange, and established ourselves as a public company with successful early quarters. We've delivered strong growth across volume, revenue, adjusted EBITDA, while maintaining our high margin, high uptime operational profile that defines us as a business.

We brought our Kraken project online on time and within budget with an anchor tenant with 10-year minimum volume commitment. We achieved an oversubscribed open season for Speedway and have made progress on our Speedway II program. We've had and completed our open season and see great interest and expect to have news on that over the next quarter or so. Together with these projects, we extend our industry-leading network and connect growing produced water volumes to underutilized pore space on LandBridge. Effectively, the power of the combination gives virgin pore space to an industry and a region desperately in need of that, and WaterBridge is absolutely capitalizing on that opportunity. We initiated a quarterly dividend, and we strengthened our capital structure with our inaugural senior notes offering.

Today, WaterBridge has 2,500 miles of pipelines and 200 handling facilities, and we operate the largest pure-play produced water infrastructure network in the United States. Our infrastructure is anchored in the Delaware Basin, the most active region for oil and gas development in the country, and is supported by long-term dedications and minimum volume commitments/take-or-pay commitments with the leading operators in the basin. As producer activity continues to grow and water-to-oil ratios continue to rise, WaterBridge is exceptionally well-positioned to capture this durable demand and to deliver sustainable long-term value for our shareholders. We look forward to building on the record of achievement we had over the last year to demonstrate and deliver that in the future. On behalf of the entire board, I thank you all for your continued investment and support. I'd now like to introduce the members of our current board of directors and executive officers.

When you're introduced, please acknowledge that you are either here or on the webcast. Directors in attendance today include Jason Long.

Jason Long
CEO and Director, WaterBridge Infrastructure

Here.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

Our CEO. Matt Morrow.

Matt Morrow
Director, WaterBridge Infrastructure

Here.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

Michael Sulton.

Michael Sulton
Director, WaterBridge Infrastructure

Here.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

Frank Bayouth.

Frank Bayouth
Director, WaterBridge Infrastructure

Here.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

Kara Goodloe Harling. Webcast. Jeffrey Eaton.

Jeffrey Eaton
Director, WaterBridge Infrastructure

Here.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

Ben Moore. Jim Crane. Greg Daily.

Greg Daily
Director, WaterBridge Infrastructure

Here.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

Jeffrey Ritenour.

Jeffrey Ritenour
Director, WaterBridge Infrastructure

Here.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

Janet Carrig.

Janet Carrig
Director, WaterBridge Infrastructure

Here.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

Webcast. Valerie Chase.

Valerie Chase
Director, WaterBridge Infrastructure

Here.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

The executive officers in attendance today are Jason Long, our CEO, as we mentioned, Michael Reitz.

Michael Reitz
President and COO, WaterBridge Infrastructure

Here.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

Scott McNeely. Harrison Bolling.

Harrison Bolling
EVP and General Counsel, WaterBridge Infrastructure

Here.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

Jason Williams, our Chief Administrative Officer. In addition, I'd like to recognize Joe Tackett and [Katie Tressel] with Deloitte, our independent public accounting firm.

Joe Tackett
Partner, Deloitte

Here.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

I'd like now to introduce our inspector of election. We've appointed Natalie Hairston of American Election Services to act as our inspector of election for the meeting. She's taken the oath of office, which I direct to be filed in conjunction with our company records. Now I'll turn it over to Harrison Bolling to delineate the rules regarding conduct of the meeting.

Harrison Bolling
EVP and General Counsel, WaterBridge Infrastructure

Thank you. In order to have an orderly meeting today, you've been provided with a copy of the agenda and a copy of the rules of conduct, which will be strictly followed in this meeting. The agenda and rules of conduct are also available online at the meeting portal you used to enter this webcast. We will present first in succession without comment. First, the election of directors. Second, the ratification of the selection of Deloitte as our independent auditor for 2026. Third, approval on an advisory basis of the compensation of our named executive officers. Fourth, approval on an advisory basis of the frequency of future advisory votes to approve the compensation of our named executive officers. After these matters have been presented, we will cover the questions submitted in advance of this meeting by shareholders with regards to the items to be voted upon.

If you have already voted, you need not vote again at this meeting. For those attending in person, if you wish to change your vote, please raise your hand and the inspector of elections will hand you a ballot. Online voting will continue during the meeting and will be available via the meeting portal that you use into the webcast. The polls will remain open online until the balloting has been completed. This meeting will be conducted in accordance with the annual meeting rules of conduct, copies of which are available online at the meeting portal. There are a few additional formalities to cover before we proceed to the business of the meeting. Will the CFO please report on the record date, listing of shareholders, notice, quorum, and matters to be considered at today's annual meeting?

Scott McNeely
CFO, WaterBridge Infrastructure

Yes. Thank you, Harrison. April 23rd, 2026, was set by the board of directors as the record date for today's annual meeting. A listing of shareholders as of the record date was available for examination 10 days before the annual meeting on the virtual meeting website at http://virtualshareholdermeeting.com/wbi2026. Notice of this meeting was duly given in accordance with the company's amended and restated limited liability company agreement in Delaware law. We have utilized the SEC rules allowing us to make our proxy materials available electronically via the Internet instead of mailing paper copies. You received an affidavit from Broadridge certifying that the notice of Internet availability of proxy materials was first sent to all shareholders on or about April 30th, 2025. The affidavit is available for inspection by any shareholder and will be filed with the company's records.

As set forth in the agenda and the notice of the annual meeting, the matters to be considered at today's annual meeting are, first, election of 13 nominees to serve as directors of WaterBridge for a one-year term, or until each such director's successor is duly elected and qualified, or until each such director's earlier death, resignation, disqualification, or removal. Second, ratification of the appointment of Deloitte as the independent registered public accounting firm for WaterBridge for the fiscal year ending December 31st, 2026. Third, to approve on an advisory, non-binding basis the compensation of WaterBridge's named executive officers. Finally, to approve on an advisory, non-binding basis the frequency of future advisory votes on the compensation of WaterBridge's named executive officers. Each of the matters to be considered is described in the proxy statement, which we made available via the Internet and mailed to any shareholder who so requested.

Copies of the proxy statement are available online at http://proxyvote.com. I've been advised by the Inspector of Election that based on the proxies received prior to this meeting, more than a majority of the company's issued and outstanding shares are present virtually or represented by proxy at this meeting. Therefore, a quorum is present and the business of the meeting may now proceed. Legal notice having been given, the meeting is now convened and open for transaction of business. It is now 4:09 P.M. Central Time on June 18th, 2026. I now declare the polls open for voting. The polls will remain open until the balloting has been complete. If you have already voted, you need not vote again at this meeting.

For those attending the meeting in person, if you have not voted or if you would like to change your vote, please raise your hand and the Inspector of Election will hand you a ballot. For those attending the meeting virtually, you may change your vote online per the instructions reflected in the proxy statement. We will now have presentations for, first, the director nominations, second, the ratification of the selection of the independent auditors of the company, third, approval on an advisory basis of the compensation of our named executive officers, and lastly, approval on an advisory basis of the frequency of future advisory votes to approve the compensation of our named executive officers. After these have been formally presented in the meeting, we will have a period for discussion and the presentation of any statements in opposition or support.

The first item of business is the election of 13 nominees to serve as directors of WaterBridge for a one-year term, or until each such director's successor is duly elected and qualified, or until each such director's earlier death, resignation, disqualification, or removal. The board's nominees for election are David Capobianco, Jason Long, Matthew Morrow, Michael Sulton, Frank Bayouth, Kara Goodloe Harling, Jeffrey Eaton, Ben Moore, Jim Crane, Greg Daily, Jeffrey Ritenour, Janet Carrig, and Valerie Chase. The second item of business is the ratification of the appointment of Deloitte as the independent registered public accounting firm for WaterBridge for the fiscal year ending in December 31st, 2026. The third item of business is to approve, on an advisory basis, the compensation of the company's named executive officers.

The fourth and last item of business is to approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of the company's named executive officers. Our board of directors recommends a vote in favor of holding a shareholder vote on the company's executive compensation annually. There are no other proposals to come before the meeting since management has not made any other proposal and no other proposals were submitted by shareholders in the manner prescribed in the company's limited liability company agreement. It requires that certain information concerning the shareholders' proposal be provided to the company before the meeting.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

We'll now cover the shareholder question or comments that were submitted prior to the meeting in accordance with the instructions and requirements within the proxy statement. Please note we'll only be responding to questions germane to the items voted upon today.

Scott McNeely
CFO, WaterBridge Infrastructure

David, given there were no questions submitted applicable to these items today, I will turn the floor back to you.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

This concludes the matters to be considered and voted upon today at this meeting. Has each shareholder who wishes to vote done so? It's now 4:12 P.M. on June 18th, 2026, I now declare the polls closed. Will the CFO please announce the preliminary voting results?

Scott McNeely
CFO, WaterBridge Infrastructure

I have been advised by the Inspector of Election that based on preliminary tabulation of the votes, first, each of the company's nominees for director has been elected, having received a plurality of the votes cast with respect to each such nominee. Second, ratification of the selection of Deloitte as the independent auditors for the company for 2026 has been approved, having received the affirmative vote of a majority of the votes cast on the matter.

Third, the compensation of the company's named executive officers has been approved on an advisory basis, having received the affirmative vote of a majority of the votes cast on the matter. Finally, holding a shareholder advisory vote on the compensation of the company's named executive officers on an annual basis has been approved, having received the affirmative vote of plurality of the votes cast with respect to the matter. The final voting results will be tallied by the Inspector of Election and subsequently announced in a Form 8-K filing by the company.

David Capobianco
Chairman of the Board, WaterBridge Infrastructure

I'm aware of no other business that should be brought before the meeting. Accordingly, I will declare the meeting adjourned. I would like to note that for those in attendance, that there will not be a presentation on company business since there are webcasts and our latest quarterly results and investor presentations on our website. In conclusion, I thank you all for your participation today. This concludes the 2026 annual meeting of shareholders of WaterBridge Infrastructure LLC. On behalf of the board of directors of the company and our employees, we thank you all for attending today.

Operator

Ladies and gentlemen, this does conclude the meeting, and you may now disconnect