OGE Energy 8-K - 5-22-13


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 16, 2013
 
 
 
 
OGE ENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Oklahoma
(State or Other Jurisdiction of Incorporation)
 
 
1-12579
73-1481638
(Commission File Number)
(IRS Employer Identification No.)
 
 
321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma
73101-0321
(Address of Principal Executive Offices)
(Zip Code)
 
 
405-553-3000
(Registrant's Telephone Number, Including Area Code)
 
 
(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))




Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of OGE Energy Corp. held on May 16, 2013, the shareholders:

•
Elected the 10 directors nominated by the Board of Directors;
•
Ratified the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2013;
•
Approved, on an advisory basis, executive compensation;
•
Did not approve the amendment to the Restated Certificate of Incorporation to eliminate supermajority voting provisions;
•
Approved the OGE Energy Corp. 2013 Stock Incentive Plan;
•
Approved the OGE Energy Corp. 2013 Annual Incentive Compensation Plan;
•
Approved the amendment to the Restated Certificate of Incorporation to increase the number of authorized common stock from 225,000,000 to 450,000,000; and
•
Did not approve the shareholder proposal regarding reincorporation in Delaware.

The proposal to amend the Company's Restated Certificate of Incorporation to eliminate supermajority voting provisions required the approval of not less than 80 percent of the outstanding shares of the Company's common stock. The proposal was not approved because it did not receive approval from 80 percent of our outstanding shares.




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 For
Votes
Withheld
Broker Non-Votes
Election of Directors
 
 
 
 
 
 
 
Terms Expiring in 2014
 
 
 
James H. Brandi
66,200,342
905,893
16,284,474
Wayne H. Brunetti
66,335,662
770,573
16,284,474
Luke R. Corbett
66,168,337
937,898
16,284,474
Peter B. Delaney
66,158,181
948,054
16,284,474
John D. Groendyke
66,305,165
801,070
16,284,474
Kirk Humphreys
66,115,521
990,714
16,284,474
Robert Kelley
66,373,823
732,412
16,284,474
Robert O. Lorenz
66,400,455
705,780
16,284,474
Judy R. McReynolds
66,310,091
796,144
16,284,474
Leroy C. Richie
65,877,715
1,228,520
16,284,474
 
 
 
 
Proposal No. 2:
Votes For
Votes Against
Abstentions
Ratification of the appointment of Ernst & Young LLP as our principal independent accountants for 2013
82,359,774
696,067
334,868
 
 
 
 
 
Proposal No. 3:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Advisory vote on executive compensation
61,255,570
4,285,952
1,564,713
16,284,474
 
 
 
 
 
Proposal No. 4:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Amendment to the Restated Certificate of Incorporation to eliminate supermajority voting provisions
64,727,767
1,843,946
534,522
16,284,474
 
 
 
 
 
Proposal No. 5:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Approval of the OGE Energy Corp. 2013 Stock Incentive Plan
63,224,182
3,115,537
766,516
16,284,474
 
 
 
 
 
Proposal No. 6:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Approval of the OGE Energy Corp. 2013 Annual Incentive Compensation Plan
63,681,373
2,527,672
897,190
16,284,474
 
 
 
 
 
Proposal No. 7:
Votes For
Votes Against
Abstentions
Amendment to the Restated Certificate of Incorporation to increase the number of authorized common stock from 225,000,000 to 450,000,000
79,415,882
3,151,473
823,354
 
 
 
 
 
Proposal No. 8:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Shareholder proposal regarding reincorporation in Delaware
2,563,794
63,647,095
895,346
16,284,474




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/ Scott Forbes
 
    Scott Forbes
 
 Controller and Chief Accounting Officer
 
 

May 22, 2013