OGE’s annual shareholder meeting will be held Thursday, May 20 according to a proxy statement filed with the Securities Exchange Commission.
This year’s meeting will again be a virtual session because of the COVID-19 pandemic.
The agenda includes the election of 10 directors, suggested compensation for company executives and a shareholder proposal calling for a simple majority vote.
The board came out against the simple majority vote issue proposed by shareholder John Chevedden of Redondo Beach, California. He contended that the current supermajority vote requirement does not make sense and “is totally unrealistic.”
He claims that adoption of a simple majority vote would be one step to “make the corporate governance of OGE Energy more competitive and unlock shareholder value.”
The board urged shareholders to vote against the proposal and noted that it has been submitted three previous times and each time the Certificate Amendments failed to pass.
In its proxy statement, the board said the existing Supermajority Voting Standard provides shareholders with “very meaningful protections against actions that may not be in their best interests.”
As the issue of “diversity” grows in corporations across the country in light of growing racial politics, the board indicated in the proxy statement that it considers the issue in its nominations to the board of directors.
The proxy also said more importantly, the board’s nominating committee still considers “numerous factors, including judgment, skill, independence, integrity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, experience as an officer or director of another publicly-held corporation,” and understanding of management trends.
“The Nominating and Corporate Governance Committee has no specific policy on diversity other than, as described above, that it is one factor the committee considers when evaluating potential board candidates and incumbent directors for reelection.”
The proxy noted that female representation among the nominees this year is 20% including the Lead Director. The statement also pointed out that “racial diversity accounts for 10 percent of the nominees.”
Compensation for the non-management directors in 2020 included an annual retainer fee of $235,000. Board member James H. Brandi will retire from the board at the annual meeeting.
The following persons are the nominees of the Board to be elected for a one-year term at the Annual Meeting of Shareholders to be held on May 20, 2021: Frank A. Bozich, Peter D. Clarke, Luke R. Corbett, David L. Hauser, Luther C. Kissam, Judy R. McReynolds, David E. Rainbolt, J. Michael Sanner,
Sheila G. Talton and Sean Trauschke. The term of each nominee will continue until their successors are elected and qualified. Each of these nominees is currently a director of the Company and OG&E.
Source: SEC proxy
