Document


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 18, 2017
 
 
 
 
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 240.12b-2).
Emerging growth company o

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. o





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 18, 2017, the shareholders:

•
Elected 9 directors nominated by the Board of Directors;
•
Ratified the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2017;
•
Approved, on an advisory basis, named executive officer compensation; and
•
Approved, on an advisory basis, a voting frequency of every year (annually) on the compensation paid to named executive officers.

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 Against
Abstentions
Broker Non-Votes
Election of Directors
 
 
 
 
 
 
 
 
 
Terms Expiring in 2018
 
 
 
 
Frank A. Bozich
135,540,979
1,266,784
637,338
31,571,340
James H. Brandi
134,600,660
2,176,963
667,478
31,571,340
Luke R. Corbett
134,198,780
2,602,424
643,897
31,571,340
David L. Hauser
135,259,443
1,530,353
655,305
31,571,340
Kirk Humphreys
134,826,713
1,982,360
636,028
31,571,340
Robert O. Lorenz
134,593,303
2,178,306
673,492
31,571,340
Judy R. McReynolds
135,208,735
1,564,775
671,591
31,571,340
Sheila G. Talton
134,914,447
1,820,868
709,786
31,571,340
Sean Trauschke
132,090,257
4,157,682
1,197,162
31,571,340
 
 
 
 
 
Proposal No. 2:
Votes For
Votes Against
Abstentions
Ratification of the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2017
165,944,780
2,295,021
776,640
 
 
 
 
 
 
Proposal No. 3:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Advisory vote to approve named executive officer compensation
131,003,003
4,941,421
1,500,677
31,571,340
 
 
 
 
 
 
Proposal No. 4:
Vote 3 years
Vote 2 years
Vote 1 year
Abstentions
Broker Non-Votes
Advisory vote on the frequency of advisory votes on executive compensation
24,494,350
1,552,766
110,178,782
1,219,203
31,571,340

Consistent with the recommendation of OGE Energy's Board of Directors, the shareowners cast the highest numbers of votes for an annual frequency for future advisory votes on executive compensation. In light of this vote and consistent with the previous recommendation of the OGE Energy Board of Directors, the Board has determined to hold future advisory votes on executive compensation every year, until the next vote on the frequency of shareowner votes on executive compensation.





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 23, 2017