|OGE ENERGY CORP.|
|(Name of Registrant as Specified In Its Charter)|
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
|OGE ENERGY CORP.|
Meeting Type: Annual Meeting
For holders as of: March 23, 2020
Date: May 21, 2020
Time: 10:00 AM CDT
Location: Meeting live via the Internet - please visit www.virtualshareholdermeeting.com/OGE2020.
The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/OGE2020 and be sure to have the information that is printed in the box marked by the arrow è (located on the following page).
|OGE ENERGY CORP.|
P.O. BOX 321
OKLAHOMA CITY, OK 73101-0321
ATTN: TODD TIDWELL
A list of OGE shareholders entitled to vote at the annual meeting of shareholders will be available to shareholders during the meeting by visiting www.virtualshareholdermeeting.com/OGE2020 (enter 16-digit control number located on this Notice) and clicking on "Registered Shareholder List" and at OGE's offices for ten days prior to the meeting (contact Corporate Secretary at (405) 553-3622).
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
|See the reverse side of this notice to obtain proxy materials and voting instructions.|
|— Before You Vote —|
|How to Access the Proxy Materials|
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow è (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET:
2) BY TELEPHONE:
3) BY E-MAIL*:
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow è (located on the following page) in the subject line.
|Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 7, 2020 to facilitate timely delivery.|
|— How To Vote —|
|Please Choose One of the Following Voting Methods|
Vote By Internet:
Before The Meeting:
Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow è (located on the following page) available and follow the instructions.
During The Meeting:
Go to www.virtualshareholdermeeting.com/OGE2020. Have the information that is printed in the box marked by the arrow è (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
|The Board of Directors recommends you vote FOR the following:|
|1. Election of Directors|
|Nominees:||The Board of Directors recommends you vote AGAINST the following proposal:|
|1a. - Frank A. Bozich||5. Shareholder Proposal Regarding Allowing Shareholders to Act by Written Consent.|
|1b. - James H. Brandi|
|1c. - Peter D. Clarke|
|1d. - Luke R. Corbett|
|1e. - David L. Hauser|
|1f. - Judy R. McReynolds|
NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.
|1g. - David E. Rainbolt|
|1h. - J. Michael Sanner|
|1i. - Sheila G. Talton|
|1j. - Sean Trauschke|
|The Board of Directors recommends you vote FOR proposals 2, 3 and 4.|
|0000 0000 0000 0000|
|2. Ratification of the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2020.|
|3. Advisory Vote to Approve Named Executive Officer Compensation.|
|4. Amendment of the Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions.|