OGE Energy 8-K - 5-21-14


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 15, 2014
 
 
 
 
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 15, 2014, 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 2014;
•
Approved, on an advisory basis, named executive officer compensation; and
•
Did not approve a shareholder proposal regarding an independent board chairman.

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 2015
 
 
 
James H. Brandi
131,874,911
1,328,295
35,549,437
Wayne H. Brunetti
131,997,707
1,205,499
35,549,437
Luke R. Corbett
131,558,356
1,644,850
35,549,437
Peter B. Delaney
131,122,203
2,081,003
35,549,437
John D. Groendyke
131,710,654
1,492,552
35,549,437
Kirk Humphreys
131,723,736
1,479,470
35,549,437
Robert Kelley
131,767,519
1,435,687
35,549,437
Robert O. Lorenz
131,744,638
1,458,568
35,549,437
Judy R. McReynolds
130,875,895
2,327,311
35,549,437
Sheila G. Talton
131,638,300
1,564,906
35,549,437
 
 
 
 
Proposal No. 2:
Votes For
Votes Against
Abstentions
Ratification of the appointment of Ernst & Young LLP as our principal independent accountants for 2014
166,308,887
1,696,893
746,863
 
 
 
 
 
Proposal No. 3:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Advisory vote to approve named executive officer compensation
125,936,326
4,528,672
2,738,208
35,549,437
 
 
 
 
 
Proposal No. 4:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Shareholder proposal regarding independent board chairman
22,309,513
109,242,950
1,650,743
35,549,437




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 21, 2014