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
Date of report (Date of earliest event reported) |
||||
|
|
|
|
|
(Commission File Number) |
(Exact Name of Registrant as Specified in Its Charter) |
(I.R.S. Employer Identification No.) |
||
|
|
|
|
|
(State or Other Jurisdiction of Incorporation) |
||||
|
|
|
|
|
(Address of Principal Executive Offices) |
(Zip Code) |
|||
(
(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:
Registrant |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of OGE Energy Corp. ("OGE Energy") held on May 18, 2023, the shareholders:
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 2024 |
|
|
|
|
|
|
|
|
|
|
|||||
Frank A. Bozich |
|
|
|
138,438,974 |
|
|
2,071,059 |
|
|
709,246 |
|
|
28,874,157 |
|
|
Peter D. Clarke |
|
|
|
136,373,150 |
|
|
4,149,820 |
|
|
696,309 |
|
|
28,874,157 |
|
|
Cathy R. Gates |
|
|
|
138,839,539 |
|
|
1,697,053 |
|
|
682,687 |
|
|
28,874,157 |
|
|
David L. Hauser |
|
|
|
137,145,234 |
|
|
3,383,083 |
|
|
690,962 |
|
|
28,874,157 |
|
|
Luther C. Kissam, IV |
|
|
|
138,431,831 |
|
|
2,078,024 |
|
|
709,424 |
|
|
28,874,157 |
|
|
Judy R. McReynolds |
|
|
|
137,152,772 |
|
|
3,269,129 |
|
|
797,378 |
|
|
28,874,157 |
|
|
David E. Rainbolt |
|
|
|
138,193,448 |
|
|
2,361,332 |
|
|
664,499 |
|
|
28,874,157 |
|
|
J. Michael Sanner |
|
|
|
137,637,715 |
|
|
2,880,201 |
|
|
701,363 |
|
|
28,874,157 |
|
|
Sheila G. Talton |
|
|
|
138,392,224 |
|
|
2,132,232 |
|
|
694,823 |
|
|
28,874,157 |
|
|
Sean Trauschke |
|
|
|
136,311,282 |
|
|
4,343,900 |
|
|
564,097 |
|
|
28,874,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proposal No. 2: |
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
|
|
|||||
Ratification of the appointment of Ernst & Young LLP as OGE Energy's principal independent accountants for 2023 |
|
|
|
165,311,516 |
|
|
4,164,554 |
|
|
617,366 |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Proposal No. 3: |
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
|
|||||
Advisory vote to approve named executive officer compensation |
|
|
|
133,678,850 |
|
|
5,994,841 |
|
|
1,545,588 |
|
|
28,874,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proposal No. 4: |
Vote 3 years |
|
Vote 2 years |
|
Vote 1 year |
|
Abstentions |
|
Broker Non-Votes |
|
|||||
Advisory vote on the frequency of advisory votes on executive compensation |
|
3,822,014 |
|
|
877,233 |
|
|
135,573,515 |
|
|
946,517 |
|
|
28,874,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proposal No. 5: |
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
|
|||||
Amendment of the restated certificate of incorporation to modify the supermajority voting provisions |
|
|
|
136,414,465 |
|
|
3,431,288 |
|
|
1,373,526 |
|
|
28,874,157 |
|
|
Consistent with the recommendation of OGE Energy's Board of Directors, the shareowners cast the highest numbers of votes for an annual frequency for future advisory votes on executive compensation. In light of this vote and consistent with the previous
recommendation of the OGE Energy Board of Directors, the Board has determined to hold future advisory votes on executive compensation every year, until the next vote on the frequency of shareowner votes on executive compensation.
Item 8.01. Other Events
OGE Energy's Board of Directors declared a third quarter dividend of $0.4141 per common share of stock, to be paid July 28, 2023, to shareholders of record July 10, 2023.
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 22, 2023