Form 8-K - Current report

0001021635false00010216352024-05-162024-05-16

 

 

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 16, 2024
(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)

 

[phone]

(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. ☐

 

 

 

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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 16, 2024, 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 2024;

•

Approved, on an advisory basis, the compensation paid to named executive officers; and

•

The shareholder proposal regarding simple majority vote received 69 percent of the votes cast, but only 49 percent of the outstanding votes, which is well below 80 percent of the outstanding votes required to implement the changes.

 

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 2025
Frank A. Bozich			139,580,430			2,611,371			570,644			30,734,369
Peter D. Clarke			137,371,233			4,831,374			559,838			30,734,369
Cathy R. Gates			140,836,005			1,300,652			625,788			30,734,369
David L. Hauser			138,370,813			3,823,862			567,770			30,734,369
Luther C. Kissam, IV			139,731,287			2,459,359			571,799			30,734,369
Judy R. McReynolds			137,174,114			4,997,671			590,660			30,734,369
David E. Rainbolt			139,663,653			2,409,352			689,440			30,734,369
J. Michael Sanner			139,501,767			2,680,666			580,012			30,734,369
Sheila G. Talton			139,147,140			3,070,144			545,161			30,734,369
Sean Trauschke			136,876,721			5,379,190			506,534			30,734,369
Proposal No. 2:		Votes For			Votes Against			Abstentions
Ratification of the appointment of Ernst & Young LLP as OGE Energy's principal independent accountants for 2024			168,558,162			3,984,892			953,760
Proposal No. 3:		Votes For			Votes Against			Abstentions			Broker Non-Votes
Advisory vote to approve named executive officer compensation			135,219,901			6,156,259			1,386,285			30,734,369
Proposal No. 4:		Votes For			Votes Against			Abstentions			Broker Non-Votes
Shareholder proposal regarding simple majority vote			97,700,589			43,670,734			1,391,122			30,734,369

 

Item 8.01. Other Events

 

OGE Energy's Board of Directors declared a third quarter dividend of $0.4182 per common share of stock, to be paid July 26, 2024, to shareholders of record July 8, 2024.

 

 

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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.

 

 

	OGE ENERGY CORP.
	(Registrant)
By:	/s/ Sarah R. Stafford
	Sarah R. Stafford
	Controller and Chief Accounting Officer

 

 

 

 

 

 

 

 

 

May 16, 2024

 

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Document and Entity Information Document	May 16, 2024
Entity Information [Line Items]
Entity Registrant Name	OGE ENERGY CORP.
Entity Central Index Key	0001021635
Document Type	8-K
Document Period End Date	May 16, 2024
Amendment Flag	false
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	OK
Entity Tax Identification Number	73-1481638
Entity Address, Address Line One	321 North Harvey
Entity Address, Address Line Two	P.O. Box 321
Trading Symbol	OGE
Security Exchange Name	NYSE
City Area Code	405
Local Phone Number	553-3000
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	73101-0321
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity File Number	1-12579
Title of 12(b) Security	Common Stock
Written Communications	false
Entity Address, City or Town	Oklahoma City

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