UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Date of report (Date of earliest event reported) | ||||||||||||||
| (Exact Name of Registrant as Specified in Its Charter) | ||||||||||||||
| (State or Other Jurisdiction of Incorporation) | ||||||||||||||
| (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(405 ) 553-3000
(Registrant's telephone number, including area code)
| Not Applicable | ||||||||||||||
| (Former Name or Former Address, if Changed Since Last Report) | ||||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of OGE Energy Corp. (the "Company") held on May 21, 2020, the shareholders:
•Elected 10 members of the Board of Directors;
•Ratified the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2020;
•Approved, on an advisory basis, named executive officer compensation;
•Did not approve the amendment of the restated certificate of incorporation to eliminate supermajority voting provisions; and
•78.74 percent of the shares present and entitled to vote voted in favor of the Company taking steps to amend the governing documents to allow shareholders to act by written consent.
The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each of such matters, were as stated below.
| Proposal No. 1: | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Election of Directors | ||||||||||||||
| Terms Expiring in 2021 | ||||||||||||||
| Frank A. Bozich | 131,642,367 | 3,663,823 | 750,597 | 30,771,891 | ||||||||||
| James H. Brandi | 130,338,184 | 4,967,271 | 751,332 | 30,771,891 | ||||||||||
| Peter D. Clarke | 132,456,020 | 2,866,558 | 734,209 | 30,771,891 | ||||||||||
| Luke R. Corbett | 130,102,120 | 5,201,106 | 753,561 | 30,771,891 | ||||||||||
| David L. Hauser | 133,270,815 | 2,023,394 | 762,578 | 30,771,891 | ||||||||||
| Judy R. McReynolds | 132,847,196 | 2,506,884 | 702,707 | 30,771,891 | ||||||||||
| David E. Rainbolt | 132,354,791 | 2,987,141 | 714,855 | 30,771,891 | ||||||||||
| J. Michael Sanner | 132,192,001 | 3,113,554 | 751,232 | 30,771,891 | ||||||||||
| Sheila G. Talton | 132,076,218 | 3,299,574 | 680,995 | 30,771,891 | ||||||||||
| Sean Trauschke | 130,333,449 | 4,920,559 | 802,779 | 30,771,891 | ||||||||||
| Proposal No. 2: | Votes For | Votes Against | Abstentions | |||||||||||
| Ratification of the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2020 | 164,413,088 | 1,979,630 | 435,960 | |||||||||||
| Proposal No. 3: | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Advisory vote to approve named executive officer compensation | 128,731,647 | 5,623,849 | 1,701,291 | 30,771,891 | ||||||||||
| Proposal No. 4: | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Amendment of the restated certificate of incorporation to eliminate supermajority voting provisions | 132,428,032 | 2,712,470 | 916,285 | 30,771,891 | ||||||||||
| Proposal No. 5: | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Shareholder proposal regarding allowing shareholders to act by written consent | 107,136,365 | 27,193,636 | 1,726,786 | 30,771,891 | ||||||||||
Item 8.01. Other Events
The Company's Board of Directors declared a third quarter dividend of $0.3875 per common share of stock, to be paid July 30, 2020, to shareholders of record July 10, 2020.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| OGE ENERGY CORP. | |||||
| (Registrant) | |||||
| By: | /s/ Sarah R. Stafford | ||||
| Sarah R. Stafford | |||||
| Controller and Chief Accounting Officer | |||||
May 26, 2020