OGE Energy holders approve directors and dividend

OGE Energy Corp. reported results of its annual shareholder meeting and a new dividend declaration.

Rhea-AI Filing Summary

OGE Energy Corp. reported results of its annual shareholder meeting and a new dividend declaration. Shareholders elected eight directors, with votes for each nominee ranging from about 141 million to 148 million, with around 29.7 million broker non-votes recorded for each seat.

Shareholders also ratified Ernst & Young LLP as principal independent accountants for 2026, with 174,661,008 votes for, 4,062,194 against and 590,860 abstentions. On an advisory basis, they approved named executive officer compensation with 142,601,835 votes for and 6,008,050 against. A shareholder proposal on adopting a simple majority vote standard received 118,534,734 votes for and 30,051,389 against but did not reach the 80 percent of outstanding votes required to implement changes.

The Board declared a third quarter dividend of $0.425 per common share, payable on July 31, 2026, to shareholders of record on July 6, 2026.

8-K Event Classification

2 items: 5.07, 8.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Q3 dividend per share: $0.425 per share Dividend record date: July 6, 2026 Ratification of auditors - votes for: 174,661,008 votes +3 more

6 metrics

Q3 dividend per share $0.425 per share Declared for third quarter, payable July 31, 2026

Dividend record date July 6, 2026 Shareholders of record on this date receive Q3 dividend

Ratification of auditors - votes for 174,661,008 votes Ernst & Young LLP as 2026 independent accountants

Say-on-pay votes for 142,601,835 votes Advisory approval of named executive officer compensation

Simple majority proposal votes for 118,534,734 votes Shareholder proposal regarding simple majority vote

Broker non-votes on director elections 29,687,023 votes Non-votes recorded for each director nominee

Key Terms

broker non-votes, advisory vote, simple majority vote, principal independent accountants

4 terms

broker non-votes financial

"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"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Approved, on an advisory basis, the compensation paid to named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

simple majority vote financial

"Voted a majority in favor of the shareholder proposal regarding simple majority vote but received less than the 80 percent of the outstanding votes required"

principal independent accountants financial

"Ratified the appointment of Ernst & Young LLP as OGE Energy's principal independent accountants for 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did OGE (OGE) shareholders decide at the 2026 annual meeting?

Shareholders elected eight directors, ratified Ernst & Young LLP as independent accountants for 2026, and approved, on an advisory basis, named executive officer compensation. A simple majority vote proposal received majority support but did not meet the 80% threshold to implement changes.

How did OGE (OGE) shareholders vote on director elections?

All eight director nominees were elected. Votes for individual nominees ranged from 141,147,857 to 148,085,962, with relatively low opposition and abstentions and approximately 29,687,023 broker non-votes recorded for each director position.

What was the outcome of OGE (OGE) say-on-pay executive compensation vote?

Shareholders approved, on an advisory basis, compensation for named executive officers. The vote totaled 142,601,835 shares for, 6,008,050 against, and 1,017,154 abstentions, with 29,687,023 broker non-votes recorded on the proposal.

What happened with the OGE (OGE) simple majority vote shareholder proposal?

The shareholder proposal on adopting a simple majority voting standard received 118,534,734 votes for, 30,051,389 against, and 1,040,916 abstentions, plus 29,687,023 broker non-votes. Although it gained majority support, it did not reach the 80% of outstanding votes needed to implement changes.

What dividend did OGE (OGE) announce and when will it be paid?

The Board declared a third quarter dividend of $0.425 per common share. The dividend will be paid on July 31, 2026, to shareholders of record as of July 6, 2026, providing scheduled cash returns to common stockholders.

Did OGE (OGE) shareholders ratify the company’s independent accountants for 2026?

Yes. Shareholders ratified the appointment of Ernst & Young LLP as OGE Energy’s principal independent accountants for 2026, with 174,661,008 votes for, 4,062,194 votes against, and 590,860 abstentions recorded on the ratification proposal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/14/2026 - 04:30 PM Learn about SEC filing dates

0001021635false00010216352026-05-142026-05-14

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 14, 2026
(Commission File Number)	(Exact Name of Registrant as Specified in Its Charter)			(I.R.S. Employer Identification No.)
1-12579	OGE ENERGY CORP.			73-1481638
Oklahoma
(State or Other Jurisdiction of Incorporation)
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)

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:

Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
OGE Energy Corp.	Common Stock	OGE	New 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. ("OGE Energy") held on May 14, 2026, the shareholders:

•Elected eight members of the Board of Directors;

•Ratified the appointment of Ernst & Young LLP as OGE Energy's principal independent accountants for 2026;

•Approved, on an advisory basis, the compensation paid to named executive officers; and

•Voted a majority in favor of the shareholder proposal regarding simple majority vote but received less than the 80 percent of the outstanding votes required to implement the changes.

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 2027
Frank A. Bozich			146,468,366			2,581,584			577,089			29,687,023
Peter D. Clarke			141,147,857			8,085,216			393,966			29,687,023
Lyle G. Ganske			147,624,556			1,448,593			553,890			29,687,023
Cathy R. Gates			148,085,962			996,783			544,294			29,687,023
David L. Hauser			144,596,792			4,466,100			564,147			29,687,023
David E. Rainbolt			146,547,617			2,540,577			538,845			29,687,023
Sheila G. Talton			146,202,648			2,903,666			520,725			29,687,023
Sean Trauschke			146,690,973			2,539,016			397,050			29,687,023
Proposal No. 2:		Votes For			Votes Against			Abstentions
Ratification of the appointment of Ernst & Young LLP as OGE Energy's principal independent accountants for 2026			174,661,008			4,062,194			590,860
Proposal No. 3:		Votes For			Votes Against			Abstentions			Broker Non-Votes
Advisory vote to approve named executive officer compensation			142,601,835			6,008,050			1,017,154			29,687,023
Proposal No. 4:		Votes For			Votes Against			Abstentions			Broker Non-Votes
Shareholder proposal regarding simple majority vote			118,534,734			30,051,389			1,040,916			29,687,023

Item 8.01. Other Events

OGE Energy's Board of Directors declared a third quarter dividend of $0.425 per common share of stock, to be paid July 31, 2026, to shareholders of record July 6, 2026.

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 14, 2026

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