Energen's CEO Hosts Annual Shareholders Meeting (Transcript)

Energen Corporation (EGN)

Annual Shareholders Meeting

April 25, 2012 10:30 AM ET

Executives

James McManus – Chairman and CEO

David Woodruff – VP, General Counsel and Secretary

Dudley Reynolds – President, COO, Alabama Gas Corp

Emily Law – City of New York Office Comptroller

Julie Ryland – VP, IR

K.R. Patel

Presentation

James McManus

Well good morning and welcome to Energen Corporation's 2012 annual meeting of shareholders. Its great pleasure to have you in attendance here today at Energen corporate headquarters. Also want to welcome those who will be listening to this meeting live on the web. At this time, I would like to call the meeting to order. I am James McManus, Chairman of the Board of Energen and I will preside over this meeting. David Woodruff, General Counsel and Secretary of the Company will act as Secretary of the meeting.

On February 24th, 2012 the record day for this meeting. There were 72,115,736 shares out stock outstanding. We want to thank those shareholders who took the time to be here today in today's meeting. But of course most were not able to be at this meeting in person, but they have expressed their interest in the company by voting their proxies. The first order of business involves that voting procedure; I would like to introduce Mr. K.R Patel of Computershare Shareholders Services who has been appointed by the board to serve as judge at this meeting.

At this time I would ask all holders of proxies to identify themselves. The chair recognizes Mr. Woodruff.

David Woodruff

On behalf of Mr. McManus and myself I report this company holds proxy for 65,115,403 shares of common stock which approximately (inaudible).

James McManus

If anyone else is holding proxies please identify yourself and deliver your proxies to Mr. Patel. If there is anyone who wishes to vote in person, please identify yourself to pick up your ballot from Mr. Patel.

Mr. Patel what if the total number of shares of common stock present at the meeting?

K.R. Patel

Thank you Mr. Chairman. There are at least 65,115,423 shares present in person or by proxy which constitutes approximately 90% of the shares entitled to vote at this meeting of shareholders.

James McManus

The quorum is present and the meeting is now open for such businesses as might properly come before it. The first item on the agenda is the election of directors. Chair recognizes Mr. Reynolds.

Dudley Reynolds

Mr. Chairman I nominate Judy M. Merritt, Steven A. Snider and Gary C. Youngblood for election to the Board of Directors of Energen Corporation for a three year term to expire in 2015 and I nominate Jay Grinney for election to the Board of Directors of Energen Corporation for a one year term to expire in 2013.

Unidentified Company Representative

Mr. Chairman, I second the nominations made by Mr. Reynolds.

James McManus

The company has not received the required notice of other nominations and I declare the nominations closed. If all ballots and proxies have been turned in, I'll ask Mr. Patel to make his report regarding the election of directors at this time.

K.R. Patel

Thank you Mr. Chairman. Each of the four directors nominated by the board of election received at least 56,702,309 in favor or 87% of votes passed.

James McManus

In accordance with the judge's report, I declare the following persons have been duly elected directors of Energen Corporation served for the specified terms and until their successors have been elected and shall have qualified. I'll ask each of them to stand as his or her name is called. Judy Merritt, Steven Snider, Gary Youngblood, Jay Grinney.

I would also like to introduce our other directors and ask that each of them stand as his name or her name is called and remain standing until all have been introduced, Steve Bant, Julian Bant, Ken Duvet, Mike Goodrich, Dave Wilson and myself.

We are also privileged to have with us some former directors; I will ask that each of them stand as I call their names as well. Jamie French and Mike Warren.


The chair recognizes Mr. Cook (ph) and Mrs. Ryland for the purpose of bringing before the meeting the next two items of business, each of which has been proposed by the Board of Directors.

Unidentified Company Representative

Mr. Chairman, I might be following two motions, I move that we ratify the appointment of Price Waterhouse Coopers LLP as the company's independent register public accounting firm for 2012 and I move that we adopt the executive compensation advisory resolution presented in the proxy statement.

Julie Ryland

I second each of the two motions made by Mr. Cook.

James McManus

Motions have been made and seconded with respect to the appointment of Price Waterhouse Coopers LLP and the advisory approval of executive compensation. If all ballots and proxies have been turned in, I will ask Mr. Patel to make his report regarding these two items of business.

K.R. Patel

Mr. Chairman the proposal to ratify the appointment of Price Waterhouse Coopers LLP received 64,781,534 votes in favor representing 99% of the vote cast. The proposal to adopt the executive compensation advisory resolution received 53,921,951 votes in favor representing 82% of the votes cast.

James McManus

In accordance with the judge's report, the appointment of Price Waterhouse Coopers is ratified and the executive compensation advisory resolution is adopted. Chair now recognizes Emily Law, representing the City of New York Office of the Comptroller for purposes of presenting the shareholder proposal set forth in the proxy statement.

Read the rest of this transcript for free on seekingalpha.com

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