SEC Document


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 19, 2016
 
 
 
 
OGE ENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Oklahoma
(State or Other Jurisdiction of Incorporation)
 
 
1-12579
73-1481638
(Commission File Number)
(IRS Employer Identification No.)
 
 
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)
 
 
(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))




Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of OGE Energy Corp. held on May 19, 2016, the shareholders:

•
Elected the 10 directors nominated by the Board of Directors;
•
Ratified the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2016;
•
Approved, on an advisory basis, named executive officer compensation;
•
Did not approve the amendment of the Restated Certificate of Incorporation to eliminate supermajority voting provisions; and
•
Did not approve a shareholder proposal regarding distributed generation.

The proposal to amend the Company's Restated Certificate of Incorporation to eliminate supermajority voting provisions required the approval of not less than 80 percent of the outstanding shares of the Company's common stock. The proposal was not approved because it did not receive approval from 80 percent of our outstanding shares.

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
Withheld
Broker Non-Votes
Election of Directors
 
 
 
 
 
 
 
Terms Expiring in 2017
 
 
 
Frank A. Bozich
135,220,381
1,620,862
33,065,130
James H. Brandi
133,712,779
3,128,464
33,065,130
Luke R. Corbett
133,922,649
2,918,594
33,065,130
John D. Groendyke
133,946,151
2,895,092
33,065,130
David L. Hauser
135,185,547
1,655,696
33,065,130
Kirk Humphreys
134,176,506
2,664,737
33,065,130
Robert O. Lorenz
134,645,617
2,195,626
33,065,130
Judy R. McReynolds
134,779,884
2,061,359
33,065,130
Sheila G. Talton
134,502,929
2,338,314
33,065,130
Sean Trauschke
130,721,282
6,119,961
33,065,130
 
 
 
 
Proposal No. 2:
Votes For
Votes Against
Abstentions
Ratification of the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2016
167,705,852
1,359,526
840,995
 
 
 
 
 
Proposal No. 3:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Advisory vote to approve named executive officer compensation
129,250,618
6,019,405
1,571,220
33,065,130
 
 
 
 
 
Proposal No. 4:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Amendment of the restated certificate of incorporation to eliminate supermajority voting provisions
132,262,578
3,388,080
1,190,585
33,065,130
 
 
 
 
 
Proposal No. 5:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Shareholder proposal regarding distributed generation.
30,824,318
74,626,583
31,390,342
33,065,130




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/ Scott Forbes
 
    Scott Forbes
 
 Controller and Chief Accounting Officer
 
 

May 23, 2016