Form 8-K - Current report

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)

(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 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.

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

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