Oklahoma Gas and Electric Company plans to hold its annual meeting of shareholders in mid-May.
The company, in a filing with the Securities and Exchange Commission, announced the meeting will be a “virtual-only” format with no physical location on Thursday, May 21 at 9 a.m.
Shareholders were informed they would not be able to attend the annual meeting in person. Participation registration is due by Wednesday, May 20, 2026, at 3:00 p.m. Central Daylight Time.
Items of business: (1)To consider and vote on the election of eight director nominees named in the accompanying proxy statement to serve on our Board of Directors;
(2) To consider and vote on the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of ONE Gas, Inc. for the year ending December 31, 2026;
(3) To consider and vote on approval of the amendment and restatement of the ESP Plan to authorize an additional
700,000 shares of ONE Gas, Inc. common stock for issuance under the plan;
4) To consider and vote on our executive compensation on a non-binding, advisory basis; and
(5) To consider and vote on such other business as may come properly before the meeting or any adjournment or
postponement of the meeting.
Record date: March 23, 2026. Only shareholders of record at the close of business on the record date are entitled to receive
notice of and to vote at the Annual Meeting.
The directors nominated for election include: Tracy E. Hart, a board member since 2018 and current Executive Chair and CEO of Tarlton corporation and also President and CEO of Waterhout Construction Company; Deborah A. P. Hersman, Former Chair, National Transportation Safety Board and a board member since 2023; Michael G. Hutchinson, Retired Partner, Deloitte & Touche and director since 2014; Robert S. McAnnally, President and CEO, ONE Gas, Inc and a member of the board since 2021; Sanjay D. Meshri, a member since 2024 who is also Chair of Meshri Holdings; Pattye L. Moore, who has been a board member since 2014 and is a Retired Board Chair, Red Robin Gourmet Burgers,
former President, Sonic Drive-ins, Pattye Moore & Associates LLC; Eduardo A. Rodriguez, on the board since 2014 and is President, Strategic Communication Consulting Group; and Yves C. Siegel, Principal, Siegel Asset Management Partners and on the board since 2014.
Retiring from the board where he’s been since 2014 is John W. Gibson, Retired Chair and CEO, ONEOK and ONEOK Partners
GP, L.L.C.
ONEGAS finished 2025 with a generated net income of $264 million and adjusted net income of $271 million or $4.37 per diluted share and $4.48 adjusted net income per diluted share. It topped the $223 million in 2024 net income. As a result, the board is asking shareholders to approve the compensation for company leaders, explaining there is a link between Executive Compensation and Performance.
“The Board awarded Robert S. McAnnally, our President and CEO,
incentive compensation for 2025 that was commensurate with our business results and his position, including annual base pay of
$925,000, an annual STI award of $1,300,000, and an LTI award with a grant target value of $2,950,000. Consistent with our
executive compensation philosophy, a significant portion of Mr. McAnally’s and the other NEO’s target total direct compensation is incentive-based and at-risk,” stated the proxy statement.