Good afternoon. On behalf of Civitas Resources, I'd like to welcome you to our annual meeting of stockholders. I'm Chris Doyle, President and Chief Executive Officer of the company. As the company's bylaws provide, I will act as chairperson of this meeting. Also on the webcast is Travis Counts, our Chief Administrative Officer and Secretary. Mr. Counts has been properly appointed to act as secretary for the meeting. It's now shortly after 12:00 P.M. on June 4th, and this meeting is officially called to order. It's my privilege to welcome the other members of our board of directors to today's webcast. Wouter van Kempen, Deborah Byers, Morris Clark, Carrie Fox, Carrie Hudak, James Trimble, Howard Willard, and Jeffrey Wojahn. I'd also like to introduce the company's other executive officers present today. Hodge Walker, Chief Operating Officer, Marianella Foschi, Chief Financial Officer and Treasurer, Jeff Kelly, Chief Transformation Officer, and Kayla Baird, Senior Vice President and Chief Accounting Officer. In addition, Tessa Schneider and Monica Gerard of Deloitte & Touche, our independent auditors, are on the webcast and will be available after the business meeting to answer any appropriate questions you may have. Board of Directors has appointed Christine Amrhein, a representative of American Election Services, to act as Inspector of Elections for this meeting and any adjournment or postponement. Ms. Amrhein has previously signed an oath of-- to act as Inspector of Elections, and this oath will be filed with the minutes of this meeting. At this time, Mr. Counts will begin the formal portion of the meeting. Thank you, Chris. The meeting will be conducted in accordance with the agenda and rules of conduct displayed on your virtual meeting screen. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. If you'd like to submit a question during this meeting, you may do so by typing your question in the box located at the bottom left corner of the webcast screen. We'll respond to those questions that adhere to the rules of conduct during the Q&A session. As is custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. Please note that this meeting is being recorded. However, no one attending via webcast or telephone is permitted to use any audio recording device. The board of directors set April 8th, 2024, as the record date for this annual meeting of stockholders. Each holder of common stock is entitled to one vote for each share of common stock held at the close of business on April 8th, 2024. We have a record of stockholders as of that date, which shows the stockholders and the respective number of shares that each is entitled to vote at this meeting. The stockholder list has been on file at the company's principal place of business for the 10 days immediately prior to the date of this meeting, and has been available for inspection by any stockholder during that period, at any time during normal business hours, and the list will be filed with the minutes of this meeting. I will now establish for the record that the meeting has been properly convened and that there is a quorum present for the transaction of business. According to the list of stockholders of record, as of the close of business on the April 8, 2024 record date, there were 100,090,259 shares of common stock outstanding. A quorum for this meeting requires the presence in person or by proxy of holders of a majority of the shares outstanding on the record date that are entitled to vote at this meeting. I will now present the affidavit of mailing of the notice and the accompanying proxy material and annual report, and report on the existence of a quorum for the meeting. The affidavit of mailing of notice states that the notice of meeting and accompanying proxy materials and annual report were mailed on or about April 23rd, 2024, to stockholders of record as of April 8th, 2024. This is in accordance with the bylaws of the company. In addition, I have been advised by the Inspector of Elections that the preliminary voting report indicates a total of 88,105,960 shares, or approximately 88% of the company's outstanding shares as of the record date were represented in person or by proxy at the opening of this meeting. Because at least a majority of the company's shares outstanding as of the record date is represented here today, a quorum is present. As such, the meeting is duly constituted and the business of the meeting may proceed. As secretary of the meeting, I will report the existence of a quorum is accepted. I direct that the affidavit of mailing of notice be made part of the minutes of this meeting. We may now proceed to transact the business for which this meeting has been called. There were no stockholder nominations or proposals properly filed with the company in advance of this meeting, as provided in the company's bylaws, and the board of directors has not brought any additional business to this meeting. Now, I will present the matters to be voted on. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all proposals have been presented. Proposal one is to elect nine individuals to serve as members of the board of directors. The Nominating and Governance Committee of the Board of Directors has recommended, and the board has nominated each of Wouter van Kempen, Deborah L. Byers, Morris R. Clark, M. Christopher Doyle, Carrie M. Fox, Carrie L. Hudak, James M. Trimble, Howard A. Willard III, and Jeffrey E. Wojahn, to stand for the election, to the Board of Directors of the company, each to serve a one-year term to expire at the annual meeting of stockholders to be held in 2025. In accordance with the company's bylaws, the election of any candidate for director in an uncontested election shall be determined by the affirmative vote of a majority of the shares cast by the holders of the company's capital stock entitled to vote at any meeting in which a quorum is present, such that a director will be elected if the votes for such director's election exceed the number of votes against such director's election. The board recommends that stockholders vote for each director nominated in Proposal One. Proposal Two is the ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2024. The affirmative vote of at least a majority of the shares present, in person or by proxy, and entitled to vote on Proposal Two, is required to ratify the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31st, 2024. I have been advised by the Audit Committee of the Board of Directors that it recommends, and the board has proposed, that stockholders vote for Proposal Two. Proposal Three is to approve the Civitas Resources, Inc. 2024 Long-Term Incentive Plan, which I will refer to as the 2024 plan. Adopting the 2024 plan and replenishing the number of shares available for future grants of equity awards to our employees and independent directors is critical to our continued success. The affirmative vote of at least a majority of the shares present, in person or by proxy, and entitled to vote on Proposal Three, required to approve the 2024 plan. The board recommends that stockholders vote for Proposal Three. Proposal Four is to approve on an advisory basis, the compensation of the named executive officers as described in the Proxy Statement. This vote is required as a result of the Dodd-Frank Act. The affirmative vote of at least a majority of the shares present, in person or by proxy, and entitled to vote on Proposal Four, is required to approve, on an advisory basis, the compensation for our named executive officers. The board recommends that stockholders vote for Proposal Four. Proposal Five is to approve, on an advisory basis, the frequency in which the company holds future say-on-pay votes. This vote is required as a result of the Dodd-Frank Act. The affirmative vote of at least a majority of shares present, in person or by proxy, and entitled to vote on Proposal Five, is required to approve, on an advisory basis, the frequency of the company's future non-binding say-on-pay votes. The board recommends that stockholders vote for a frequency of one year for Proposal Five. This concludes the specific proposals that were set forth in the notice for this meeting. There are no other matters set by the board or the officers for your consideration at this meeting. Information for submitting a proposal for next year's annual meeting is included in the proxy statement. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal. It is now 12:07 P.M. on June 4th, 2024, and the polls are now open. Any stockholder who hasn't voted or wishes to change their vote may do so by clicking on the voting button in the web portal and following the instructions there. Stockholders 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. Now that everyone has had the opportunity to vote, I declare the polls for all matters voted upon at this meeting officially closed at 12:08 P.M. today, June 4th, 2024, and direct the Inspector of Elections to tabulate the ballots. I've been advised by the Inspector of Elections that the preliminary vote report shows that each of Wouter van Kempen, Deborah Byers, Morris Clark, M. Christopher Doyle, Carrie M. Fox, Carrie L. Hudak, James M. Trimble, Howard A. Willard III, and Jeffrey E. Wojahn have received the majority of the votes cast by holders of shares of the company's capital stock entitled to vote at this meeting. Accordingly, Ms. Byers, Ms. Fox, Ms. Hudak, and Messrs van Kempen, Clark, Doyle, Trimble, Willard, and Wojahn, have each been elected as directors of the company to serve a term expiring at the 2025 annual meeting of stockholders. I've been further advised by the Inspector of Elections that the preliminary vote report shows that at least the majority of the shares present, in person or by proxy, entitled to vote on Proposal Two, voted in favor of Proposal Two regarding the ratification of the appointment of Deloitte to act as the company's independent registered accounting firm for the fiscal year ending December 31st, 2024, and that accordingly, the ratification of the appointment of Deloitte has been approved. I've been further advised by Inspector of Elections that the preliminary vote report shows that at least a majority of shares present at this meeting, in person or by proxy, and entitled to a vote on Proposal Three, voted in favor of Proposal Three, and that accordingly, the adoption of the 2024 plan has been approved. I've been further advised by the Inspector of Elections that the preliminary report shows at least a majority of the shares present, in person or by proxy, and entitled to vote on Proposal Four, voted in favor of Proposal Four to approve the compensation of the named executive officers of the company, and that accordingly, the compensation of the named executive officers has been approved on an advisory basis. Finally, I've been advised by the Inspector of Elections that the preliminary vote report shows at least a majority of the shares present, in person or by proxy, and entitled to vote on Proposal Five, voted in favor of Proposal Five, to approve the frequency of every year for the non-binding say-on-pay vote for the compensation of the named executive officers of the company. That accordingly, Proposal 5, approving the frequency of every year for future non-binding say-on-pay votes for the compensation of the named executive officers of the company, has been approved on an advisory basis. The Inspector of Elections will furnish the secretary a written report of the final vote count with respect to the matters voted on today, which will be included in the minutes of this meeting. We will be reporting the final vote results in a Form 8-K within four business days of this meeting. You have now heard the results of the voting, and this completes the formal business to be conducted at this meeting. There will be no other matters to come before this meeting. The 2024 Annual Meeting of Stockholders of Civitas Resources Inc. is now adjourned. I'll now turn the floor over to Chris to answer any general questions from our stockholders. At this time, we're available to answer any submitted questions that adhere to the rules of conduct. If a question comes in that does not adhere to those rules, please understand that we won't address it today. We are showing no questions, but let's give it a moment to make sure you have a chance to ask a question. Okay, we're still showing no questions. Thank you again for your time today and your continued support of Civitas Resources. It is now 12:13 P.M. on June 4th, 2024, and this meeting is adjourned. This now concludes the meeting. Thank you for joining, and have a pleasant day.
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