UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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:
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OGE Energy Corp. |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
OGE Energy Corp. ("OGE Energy") is the parent company of Oklahoma Gas and Electric Company, a regulated electric utility with approximately 887,000 customers in Oklahoma and western Arkansas.
On December 7, 2022, OGE Energy's Board of Directors elected a new director, Cathy R. Gates, to a term beginning on January 3, 2023 and expiring at OGE Energy's Annual Meeting of Shareholders scheduled for May 18, 2023, at which time she is expected to be nominated for approval by OGE Energy's shareholders. Ms. Gates will serve on the Compensation Committee and the Nominating, Corporate Governance and Stewardship Committee of the Board of Directors. Ms. Gates will receive compensation for her Board service consistent with compensation received by OGE Energy's other non-employee directors (which is described in OGE Energy's 2022 Proxy Statement).
Ms. Gates, 64, was an assurance partner based in Ernst & Young LLP's Tulsa office through her retirement on June 30, 2017. Ms. Gates currently serves on the Board of Directors of Tempur-Sealy International, Inc. where she serves on the audit committee. Ms. Gates also serves and has served on a number of community, charitable, professional and educational boards and associations.
For further information, see the press release which is attached as Exhibit 99.01 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits |
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99.01 |
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Press release dated December 8, 2022, announcing appointment of Cathy Gates to Board of Directors. |
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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.
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OGE ENERGY CORP. |
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(Registrant) |
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By: |
/s/ Sarah R. Stafford |
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Sarah R. Stafford |
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Controller and Chief Accounting Officer |
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December 8, 2022
Exhibit 99.01
OGE Energy Corp. announces appointment of Cathy Gates to Board of Directors
Quarterly dividend declared
OKLAHOMA CITY—OGE Energy Corp. (NYSE: OGE), announces the election of Cathy R. Gates to the OGE Energy board of directors. Gates will serve on the compensation committee and the nominating, corporate governance and stewardship committee.
Gates was an assurance partner for Ernst & Young LLP, based in their Tulsa office, through her retirement in 2017. She served as a managing partner for eight years with oversight responsibility for more than 100 professionals, working with public and privately-held clients throughout the Southwest region in retail/consumer products, transportation, manufacturing and contract drilling industries.
In addition to her professional career, Gates is active with several nonprofit organizations including the Tulsa Area United Way and University of Arkansas Walton College of Business. She also serves on the board of directors of Tempur-Sealy International and sits on the audit committee.
“Cathy brings extensive knowledge across a number of industries and that perspective will be invaluable to OGE Energy’s continued growth,” said Sean Trauschke, OGE Energy Corp. Chairman, President and CEO. “We are delighted for Cathy to join the board and look forward to her leadership in the coming years.”
Additionally, the Company announced today that its Board of Directors approved a first quarter dividend of $0.4141 per common share of stock, to be paid on January 27, 2023 to shareholders of record on January 9, 2023.