Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 9, 2024
Date of Report (Date of earliest event reported)

Sempra
(Exact name of registrant as specified in its charter)

California

1-14201

33-0732627

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

488 8th Avenue, San Diego, California 92101						[phone]
(Address of principal executive offices) (Zip Code)						(Registrant's telephone number, including area code)

N/A
(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:
☐			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			Name of Each Exchange on Which Registered
Sempra Common Stock, without par value			SRE			New York Stock Exchange
Sempra 5.75% Junior Subordinated Notes Due 2079, $25 par value			SREA			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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 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.

The 2024 Annual Shareholders Meeting (the “Annual Meeting”) of Sempra (the “Company”) was held on May 9, 2024. At the Annual Meeting, the Company’s shareholders:

(1)			elected for the ensuing year all nine of the director nominees up for election and listed below;
(2)			ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024;
(3)			approved, on an advisory basis, the Company’s executive compensation as reported in the Company’s proxy statement for the Annual Meeting;
(4)			did not approve a shareholder proposal requesting a policy to seek shareholder approval of certain severance pay arrangements; and
(5)			did not approve a shareholder proposal requesting a report on certain safety and environmental matters.

Below are the final voting results for each matter voted on at the Annual Meeting, as certified by the Company’s inspector of election at such meeting.

Proposal 1: Election of Directors

Nominees			Votes For			% of Votes Cast			Votes Against			% of Votes Cast			Abstentions			Broker Non-Votes
Andrés Conesa			511,028,973			96.39			19,155,570			3.61			482,035			38,472,357
Pablo A. Ferrero			502,187,094			94.72			27,996,498			5.28			482,986			38,472,357
Richard J. Mark			526,315,932			99.27			3,872,914			0.73			477,732			38,472,357
Jeffrey W. Martin			492,369,145			93.04			36,851,812			6.96			1,445,621			38,472,357
Bethany J. Mayer			483,996,680			91.28			46,216,506			8.72			453,392			38,472,357
Michael N. Mears			451,191,717			85.19			78,468,843			14.81			1,006,018			38,472,357
Jack T. Taylor			498,285,613			93.98			31,931,016			6.02			449,949			38,472,357
Cynthia J. Warner			511,379,016			96.44			18,862,680			3.56			424,882			38,472,357
James C. Yardley			506,865,335			95.60			23,350,099			4.40			451,144			38,472,357

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

			Votes			% of Votes Cast
Votes For			539,956,279			94.95
Votes Against			28,715,154			5.05
Abstentions			467,502			–
Broker Non-Votes			–			–

Proposal 3: Advisory Approval of the Company’s Executive Compensation

			Votes			% of Votes Cast
Votes For			489,060,478			92.83
Votes Against			37,788,327			7.17
Abstentions			3,817,773			–
Broker Non-Votes			38,472,357			–

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Proposal 4: Shareholder Proposal Requesting a Policy to Seek Shareholder Approval of Certain Severance Pay Arrangements

			Votes			% of Votes Cast
Votes For			26,577,210			5.02
Votes Against			503,060,858			94.98
Abstentions			1,028,510			–
Broker Non-Votes			38,472,357			–

Proposal 5: Shareholder Proposal Requesting a Report on Certain Safety and Environmental Matters

			Votes			% of Votes Cast
Votes For			133,070,113			25.30
Votes Against			392,918,964			74.70
Abstentions			4,677,501			–
Broker Non-Votes			38,472,357			–

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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 hereunto duly authorized.

			SEMPRA,
			(Registrant)
Date: May 13, 2024			By: /s/ Peter R. Wall
			Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer

Cover	May 09, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 09, 2024
Entity Registrant Name	Sempra
Entity Incorporation, State or Country Code	CA
Entity File Number	1-14201
Entity Tax Identification Number	33-0732627
Entity Address, Address Line One	488 8th Avenue
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92101
City Area Code	(619)
Local Phone Number	696-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001032208
Amendment Flag	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Sempra Common Stock, without par value
Trading Symbol	SRE
Security Exchange Name	NYSE
Sempra 5.75% Junior Subordinated Notes Due 2079 [Member]
Document Information [Line Items]
Title of 12(b) Security	Sempra 5.75% Junior Subordinated Notes Due 2079, $25 par value
Trading Symbol	SREA
Security Exchange Name	NYSE

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