Annual General Meeting Transcript - OGS 2026-05-21

John W. Gibson, Board Member

and welcome uh i'm john gibson chair of the board of one gas inc and it is my pleasure to welcome you to the one gas 2026 annual meeting of shareholders we're excited to be hosting our virtual meeting which allows us to reach a greater number of our shareholders it is now shortly after 9 a.m central bay light time on may 21 and this meeting is officially called to order It is our intention to conduct today's meeting according to the agenda and rules of conduct and procedures provided on the web portal. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. Only validated shareholders may ask questions in the designated field on the web portal. out of consideration for others, please limit yourself to two questions. Please note that this meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. The polls are currently open for voting and will remain open until after all the proposals have been presented and the polls are declared closed. Until such time, any shareholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and follow the instructions there. Shareholders 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. I remind you that statements made during our annual meeting that include expectations or predictions should be considered forward-looking statements and are covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Securities Act of 1933, and the Securities and Exchange Act of 1934, each as amended. Actual results could differ materially from those projected in any forward-looking statement For a discussion of factors that could cause actual results to differ, please refer to our Securities and Exchange Commission filings. Before proceeding to the business of the meeting, let me introduce the other members of the board, all of whom are in attendance today. Tracy Hart, Chief Executive Officer, Tarleton Corporation, St. Louis, Missouri. The Honorable Debbie Herzman, former Chair, National Transportation Safety Board, South Fork, North Carolina. Michael Hutchison, retired partner, Deloitte & Touche, Denver, Colorado. Sid McAnally, Chief Executive Officer, One Gas Inc., Tulsa, Oklahoma. Sanjay Meshry, Chair, Meshry Holdings, Tulsa, Oklahoma. Patti Moore, former Board Chair, Red Robin Gourmet Burgers and Retired President, Sonic Drive-Ins, Rocanaro, Oklahoma, Eduardo Rodriguez, President, Strategic Communication Consulting Group, El Paso, Texas, and E. Siegel, Principal, Siegel Asset Management Partners, Plainview, New York. I would like to thank each of the directors for their service on the board. Brian Schor, Vice President, Associate General Counsel, and Corporate Secretary of OneGas Inc. will serve as secretary for this meeting. Daniel Lauffer of EQ's Shareholder Services, our Independent Stock Transfer Agent, has been appointed as Inspector of Election for this meeting. Mr. Schor will now report on the mailing of the notice of this meeting and the presence of a forum.

W. Kent Shortridge

Thank you, Mr. Chair. Notice of this meeting, accompanied by a proxy statement covering the matters to be acted upon at this meeting, a proxy card in the company's 2025 annual report were first mailed on April 1, 2026, to each shareholder of record as of March 23, 2026. A list of shareholders entitled to notice of and to vote at this meeting has been available for viewing here at Quirk Headquarters for the past 10 days and is available for viewing during this meeting. At the record date, 62,761,990 shares of OneGas Common Stock were issued and outstanding. We are informed by the inspector of elections that the count of shares immediately prior to this meeting shows the majority of the shares of one gas common stock outstanding at the record date are represented at this meeting in person or by proxy therefore mr chair in accordance with our bylaws a quorum is present thank you mr sure i hereby declare a quorum is present and that this meeting is duly convened for the purpose of conducting such business as may properly come before it.

John W. Gibson, Board Member

On behalf of the Board of Directors of OneGas, I express my appreciation to all shareholders in attendance today and all shareholders who return their proxies. At today's meeting, we are asking our shareholders to vote on the following four proposals. Proposal number one is the annual election of eight directors to serve for a one-year term expiring at the company's annual meeting of shareholders in 2027 the nominees for the eight directorships are set forth in a proxy statement for this meeting and were previously introduced proposal number two is the ratification of the selection of price waterhouse cooper's llp as the independent registered public accounting firm for one gas inc for the year ending december 31 2026. proposal Proposal number three is the amendment and restatement of the employee stock purchase plan to authorize an additional 700,000 shares of OneGas, Inc. common stock for issuance under the plan as described in the proxy statement for today's meeting. Proposal number four is the annual advisory vote on the compensation paid to the named executive officers as described in the proxy statement for today's meeting. I now move for shareholder approval of these four proposals. I would like to point out that those of you who have previously returned your proxies have authorized the person's name in the proxy to vote all your shares as instructed on all proposals coming before the meeting. We will pause momentarily to allow for any further voting. Now that everyone has had the opportunity to vote, I declare the polls for the 2026 OneGas Annual Meeting of Shareholders closed. The inspector of election will now tabulate the votes. While the inspector is completing the tabulation of the votes, I would like to ask Sid McAnally, Chief Executive Officer, to provide an update of the company's performance.

Sid McAnnally, CEO

Thank you, Mr. Chairman. I'd like to begin with a moment of appreciation for our Board of Directors. Their guidance, judgment, and steady leadership play a critical role in our success, and I'm personally grateful for the time and expertise they devote to OneGas. This year also marks an important transition for our Board. As we announced at the end of 2025, our founding Board Chair, John Gibson, will retire from the Board affected today. I want to sincerely thank John for his service as chair since OneGas became a stand-alone company in 2014. His leadership helped shape the strong governance foundation we rely on today. John's steady hand, thoughtful counsel, and long-term perspective have guided the company through years of growth and change, and his positive impact will be felt far into the future. Replacing John as board chair is Deborah Hirschman. deborah joined the one gas board in 2023 she previously served as the chair of our corporate governance committee and is the former chair of the national transportation safety board deborah is a former chief executive officer of the national safety council and most recently served as the chief safety officer at waymo google's self-driving project she has deep experience in safety governance and public service along with a clear understanding of the responsibilities that come with leading a company like ours. I'm confident Debra will build on the strong foundation John leaves behind and continue to guide this board with integrity and purpose. I also want to thank our nearly 4,000 coworkers across the company. Their daily dedication to safety and reliability is the foundation of our success. Our commitment to providing reliable energy to customers began in Oklahoma 120 years ago. We inherited a legacy that was built by generations of employees who expanded service to customers across Kansas and Texas and who understood how essential our work is to families, businesses, and the communities that depend upon us. We're grateful to our retirees for helping to build this company and continuing to champion it today. And to you, our shareholders, thank you for your trust and confidence in OneGuest. Looking back, 2025 was another high-performing year for the company. We delivered results consistent with the midpoint of our guidance, the 11th consecutive year that we have met or exceeded the midpoint of our guidance. 2025 full-year net income was $264 million, or $4.37 per share, with a capital spend of $760 million. dollars. This performance reflects disciplined planning, prudent financial management, and strong execution across the organization. That focus is the result of a culture that values accountability and is committed to long-term vision and long-term value creation. One milestone we're especially proud of in 2025 is the completion of the Austin System reinforcement project the largest construction project in one gas history completed on time and on budget this project significantly strengthens reliability and resilience into one of our largest and fastest growing service areas just as important it demonstrates our capability to collaborate plan and operate with the discipline needed to execute complex infrastructure projects. Growth across our service territory remains strong, driven by economic development and housing demand. We continue to invest in system integrity, modernization, and expansion to meet that growth while focusing on safety, affordability, and long-term value for customers and shareholders alike. Safety remains our highest priority. It's our primary core value and a responsibility that guides every decision we make. In 2025, we were once again recognized by the American Gas Association for the lowest days away restricted or transferred rate among the country's largest natural gas distribution companies. This marks the ninth consecutive year that OneGas has received the AGA Safety Award and reflects the daily commitment of our co-workers to a sustained culture of safety at OneGas. We're also supporting long-term regional reliability through strategic partnerships. In December, we announced a major project with Western Farmers Electric Cooperative that will deliver natural gas to support new electric generation in southeast Oklahoma. This project strengthens energy reliability, supports economic growth, and highlights the critical role natural gas is playing in meeting future energy needs. These achievements in safety and reliability are made possible by our coworkers, a favorable service territory, and a constructive regulatory environment. We continually invest in workforce excellence, talent development, and building our team's capacity to serve our customers and communities. The strength of our service territory, the reliability of our natural gas system, and dedication of these co-workers continue to build on a strong legacy that will serve customers and shareholders well into the future. Thank you for this opportunity Mr. Chairman.

John W. Gibson, Board Member

Do we have preliminary voting results?

W. Kent Shortridge

Yes Mr. Chair we do. We have been informed by the Inspector of Elections that the eight nominees for election to the board have been duly elected. The selection of Pricewaterhouse Coopers LLP as the company's independent registered public accounting firm has been ratified with a 98.6 percent favorable vote the amendment of the restatement of the employee stock purchase plan to authorize an additional 700 000 shares of one gas common stock for issuance under the plan has received a 99.3 percent favorable vote and the advisory vote on the compensation page of the named executive officers has received a 97.3 percent favorable vote we will be reporting the final vote results under Form 8-K to be filed to the Securities and Exchange Commission on April 4, Thursday, May 28th.

John W. Gibson, Board Member

Thank you, Mr. Shure. Because no one has submitted any additional business for this meeting in accordance with the provision of our bylaws, there is no other business to come before this meeting. As disclosed in the proxy statement, I will be retiring from the Board of Directors and as Chair immediately following this meeting. Serving as Chair of the Board of Directors has been a privilege, and I am grateful to have worked alongside such dedicated colleagues. Debbie is well prepared to assume the role of Chair and will continue to advance the company's long-term success. I want to thank and pay tribute to Larry Brummett and David Kyle, who served as previous Chairs and CEOs of our predecessor company, One Oak Inc. Sadly, Larry passed in August of 2000 at the age of 49 and was succeeded by his good friend, David. They hired me in May of 2000, and I was privileged to follow David as CEO upon his retirement from One Oak in 2007. Their shared vision transformed our predecessor company, One Oak, and many of the successes we experienced today at One Gas are a result of their leadership, and I will be forever grateful to them both. I once again express my appreciation to the shareholders who attended this meeting and to those who submitted their proxies prior to the meeting. Now I'd like to ask Sid McAnally, Chief Executive Officer, to conduct the question-and-answer session.

Sid McAnnally, CEO

Thank you, Mr. Chair. Now we would like to open things up for shareholders.