OGE annual meeting to be virtual


Oklahoma Gas and Electric Energy Corp.’s upcoming annual shareholders meeting will be a virtual meeting as the company follows the path of what so many other corporations have done as a result of the COVID-19 pandemic.

The meeting will be held May 21 beginning at 10 am. Central Daylight time. Shareholders are encouraged to go to the company’s Internet website, www.virtualshareholdermeeting.com/OGE2020.

“We believe a remote or virtual meeting will facilitate shareholder attendance, voting and participation while safeguarding the health and well-being of our shareholders, Board and management,” stated OGE in a filing with the Securities and Exchange Commission.

The board also urged shareholders to vote against a shareholder proposal by Frank A. Bozich who wants to allow shareholders to act by written consent.

“Hundreds of major companies enable shareholder action by written consent. Many of these companies also enable
shareholders to call a special meeting – OGE Energy shareholders have neither right. A shareholder right to act by written consent is a more valuable right for shareholders than the shareholder right to call a special meeting,” wrote a supporter of the proposal. “This proposal topic won majority shareholder support at 13 large companies in a single year. This included 67%-support at both Allstate and Sprint.”

But the OGE board took a stand against the proposal.

“Our Board has carefully considered this proposal and, for the reasons set forth below, does not believe that it is in the best interests of the Company and our shareholders. Requiring that shareholder action be taken at a meeting safeguards the broader interests of all shareholders.”

In a filing with the SEC, the board said the proposal for a shareholder right would enable a small group of shareholders with no fiduciary duties to other shareholders to act without transparency that exists at a shareholder meeting.

“Dissident shareholders could disenfranchise other shareholders by allowing such group of shareholders to take action without the knowledge, input or vote of all the shareholders. Under the Company’s Certificate, any action to be taken by the shareholders must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders.”


Source: SEC