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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)

May 18, 2023

 

 

 

 

(Commission File Number)

(Exact Name of Registrant as Specified in Its Charter)

(I.R.S. Employer Identification No.)

1-12579

OGE ENERGY CORP.

73-1481638

 

 

 

 

Oklahoma

(State or Other Jurisdiction of Incorporation)

 

 

 

 

321 North Harvey

P.O. Box 321

Oklahoma City

Oklahoma

73101-0321

(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:

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

OGE Energy Corp.

Common Stock

OGE

New York Stock Exchange

 

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:

 

Elected 10 members of the Board of Directors;
Ratified the appointment of Ernst & Young LLP as OGE Energy's principal independent accountants for 2023;
Approved, on an advisory basis, the compensation paid to named executive officers;
Approved, on an advisory basis, a voting frequency of every year (annually) on the compensation paid to named executive officers; and
Did not approve an amendment of the restated certificate of incorporation to modify the supermajority voting provisions, as it received less than 80 percent of the outstanding shares of OGE Energy's common stock required for passage.

 

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