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OGE Energy (OGE) shareholders back directors, say-on-pay and Q3 dividend

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

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.

Positive

  • None.

Negative

  • None.
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.
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
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"
Understanding 8-K Material Events →
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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

 

Source: View Original Filing on SEC EDGAR

FAQ

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.

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