oge-20200521
0001021635false00010216352020-05-212020-05-21

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 21, 2020
OGE ENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)
Oklahoma
(State or Other Jurisdiction of Incorporation)
1-1257973-1481638
(Commission File Number)(IRS Employer Identification No.)
321 North HarveyP.O. Box 321Oklahoma CityOklahoma73101-0321
(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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockOGENew 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. (the "Company") held on May 21, 2020, the shareholders:

Elected 10 members of the Board of Directors;
Ratified the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2020;
Approved, on an advisory basis, named executive officer compensation;
Did not approve the amendment of the restated certificate of incorporation to eliminate supermajority voting provisions; and
78.74 percent of the shares present and entitled to vote voted in favor of the Company taking steps to amend the governing documents to allow shareholders to act by written consent.
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 ForVotes AgainstAbstentionsBroker Non-Votes
Election of Directors
Terms Expiring in 2021
Frank A. Bozich131,642,367  3,663,823  750,597  30,771,891  
James H. Brandi130,338,184  4,967,271  751,332  30,771,891  
Peter D. Clarke132,456,020  2,866,558  734,209  30,771,891  
Luke R. Corbett130,102,120  5,201,106  753,561  30,771,891  
David L. Hauser133,270,815  2,023,394  762,578  30,771,891  
Judy R. McReynolds132,847,196  2,506,884  702,707  30,771,891  
David E. Rainbolt132,354,791  2,987,141  714,855  30,771,891  
J. Michael Sanner132,192,001  3,113,554  751,232  30,771,891  
Sheila G. Talton132,076,218  3,299,574  680,995  30,771,891  
Sean Trauschke130,333,449  4,920,559  802,779  30,771,891  
Proposal No. 2:Votes ForVotes AgainstAbstentions
Ratification of the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2020164,413,088  1,979,630  435,960  
Proposal No. 3:Votes ForVotes AgainstAbstentionsBroker Non-Votes
Advisory vote to approve named executive officer compensation128,731,647  5,623,849  1,701,291  30,771,891  
Proposal No. 4:Votes ForVotes AgainstAbstentionsBroker Non-Votes
Amendment of the restated certificate of incorporation to eliminate supermajority voting provisions132,428,032  2,712,470  916,285  30,771,891  
Proposal No. 5:Votes ForVotes AgainstAbstentionsBroker Non-Votes
Shareholder proposal regarding allowing shareholders to act by written consent107,136,365  27,193,636  1,726,786  30,771,891  







Item 8.01. Other Events

The Company's Board of Directors declared a third quarter dividend of 00010216352020-05-212020-05-21

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 21, 2020
OGE ENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)
Oklahoma
(State or Other Jurisdiction of Incorporation)
1-1257973-1481638
(Commission File Number)(IRS Employer Identification No.)
321 North HarveyP.O. Box 321Oklahoma CityOklahoma73101-0321
(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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockOGENew 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. (the "Company") held on May 21, 2020, the shareholders:

Elected 10 members of the Board of Directors;
Ratified the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2020;
Approved, on an advisory basis, named executive officer compensation;
Did not approve the amendment of the restated certificate of incorporation to eliminate supermajority voting provisions; and
78.74 percent of the shares present and entitled to vote voted in favor of the Company taking steps to amend the governing documents to allow shareholders to act by written consent.
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 ForVotes AgainstAbstentionsBroker Non-Votes
Election of Directors
Terms Expiring in 2021
Frank A. Bozich131,642,367  3,663,823  750,597  30,771,891  
James H. Brandi130,338,184  4,967,271  751,332  30,771,891  
Peter D. Clarke132,456,020  2,866,558  734,209  30,771,891  
Luke R. Corbett130,102,120  5,201,106  753,561  30,771,891  
David L. Hauser133,270,815  2,023,394  762,578  30,771,891  
Judy R. McReynolds132,847,196  2,506,884  702,707  30,771,891  
David E. Rainbolt132,354,791  2,987,141  714,855  30,771,891  
J. Michael Sanner132,192,001  3,113,554  751,232  30,771,891  
Sheila G. Talton132,076,218  3,299,574  680,995  30,771,891  
Sean Trauschke130,333,449  4,920,559  802,779  30,771,891  
Proposal No. 2:Votes ForVotes AgainstAbstentions
Ratification of the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2020164,413,088  1,979,630  435,960  
Proposal No. 3:Votes ForVotes AgainstAbstentionsBroker Non-Votes
Advisory vote to approve named executive officer compensation128,731,647  5,623,849  1,701,291  30,771,891  
Proposal No. 4:Votes ForVotes AgainstAbstentionsBroker Non-Votes
Amendment of the restated certificate of incorporation to eliminate supermajority voting provisions132,428,032  2,712,470  916,285  30,771,891  
Proposal No. 5:Votes ForVotes AgainstAbstentionsBroker Non-Votes
Shareholder proposal regarding allowing shareholders to act by written consent107,136,365  27,193,636  1,726,786  30,771,891  







Item 8.01. Other Events

The Company's Board of Directors declared a third quarter dividend of $0.3875 per common share of stock, to be paid July 30, 2020, to shareholders of record July 10, 2020.



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 26, 2020




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 26, 2020


v3.20.1
Document and Entity Information Document
May 21, 2020
Entity Information [Line Items]  
Entity Central Index Key 0001021635
Document Type 8-K
City Area Code 405
Local Phone Number 553-3000
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock
Written Communications false
Document Period End Date May 21, 2020
Entity Registrant Name OGE ENERGY CORP.
Entity Incorporation, State or Country Code OK
Entity File Number 1-12579
Entity Tax Identification Number 73-1481638
Entity Address, Address Line One 321 North Harvey
Entity Address, Address Line Two P.O. Box 321
Entity Address, City or Town Oklahoma City
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
Trading Symbol OGE
Security Exchange Name NYSE
Amendment Flag false