Sempra (SRE) investors approve pay and directors, reject independent chair push
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Sempra reported the results of its 2026 Annual Shareholders Meeting held on May 12, 2026. Shareholders elected all eleven director nominees, each receiving more than 93% of votes cast and, for several nominees, around 99% support, indicating strong backing for the existing board.
Shareholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 547,934,091 votes for and 93.74% of votes cast in favor. In an advisory vote, 87.52% of votes supported the company’s executive compensation program. A shareholder proposal requesting an independent board chairman was not approved, with 83.18% of votes cast against.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Support for auditor ratification: 547,934,091 votes (93.74%)
Say-on-pay support: 478,271,349 votes (87.52%)
Independent chair proposal votes against: 452,247,737 votes (83.18%)
+3 more
6 metrics
Support for auditor ratification
547,934,091 votes (93.74%)
Votes for Deloitte & Touche LLP as 2026 auditor
Say-on-pay support
478,271,349 votes (87.52%)
Advisory approval of executive compensation
Independent chair proposal votes against
452,247,737 votes (83.18%)
Shareholder proposal requesting an independent board chairman
Independent chair proposal votes for
91,475,417 votes (16.82%)
Support for independent board chairman proposal
Broker non-votes on governance items
36,862,423
Broker non-votes on Proposals 1, 3 and 4
Director support example
546,392,474 votes (99.78%)
Votes for director nominee Jennifer M. Kirk
Key Terms
independent registered public accounting firm, broker non-votes, advisory basis, independent board chairman
4 terms
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"Abstentions | 1,638,126 | - Broker Non-Votes | 36,862,423 | -"
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 basis financial
"approved, on an advisory basis, the Company’s executive compensation as reported in the Company’s proxy statement"
independent board chairman financial
"did not approve a shareholder proposal requesting an independent board chairman"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Emerging growth company | ||||||||
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2026 Annual Shareholders Meeting (the “Annual Meeting”) of Sempra (the “Company”) was held on May 12, 2026. At the Annual Meeting, the Company’s shareholders:
| (1) | elected for the ensuing year all eleven of the director nominees up for election and listed below; | ||||||||||
| (2) | ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026; | ||||||||||
| (3) | approved, on an advisory basis, the Company’s executive compensation as reported in the Company’s proxy statement for the Annual Meeting; and | ||||||||||
| (4) | did not approve a shareholder proposal requesting an independent board chairman. | ||||||||||
Below are the final voting results for each matter voted on at the Annual Meeting, as certified by the Company’s inspector of election at such meeting.
Proposal 1: Election of Directors
Nominees | Votes For | % of Votes Cast | Votes Against | % of Votes Cast | Abstentions | Broker Non-Votes | ||||||||||||||
Andrés Conesa | 530,490,966 | 96.88 | 17,103,152 | 3.12 | 509,686 | 36,862.423 | ||||||||||||||
Pablo A. Ferrero | 533,945,095 | 97.52 | 13,589,907 | 2.48 | 568,802 | 36,862.423 | ||||||||||||||
Jennifer M. Kirk | 546,392,474 | 99.78 | 1,216,994 | 0.22 | 494,336 | 36,862.423 | ||||||||||||||
Richard J. Mark | 542,116,893 | 99.01 | 5,421,949 | 0.99 | 564,962 | 36,862.423 | ||||||||||||||
Jeffrey W. Martin | 526,295,512 | 96.12 | 21,257,598 | 3.88 | 550,694 | 36,862.423 | ||||||||||||||
Michael N. Mears | 510,209,726 | 93.28 | 36,743,303 | 6.72 | 1,150,775 | 36,862.423 | ||||||||||||||
Kevin C. Sagara | 541,535,730 | 98.90 | 6,030,495 | 1.10 | 537,579 | 36,862.423 | ||||||||||||||
Jack T. Taylor | 520,342,322 | 95.03 | 27,225,829 | 4.97 | 535,653 | 36,862.423 | ||||||||||||||
Cynthia J. Warner | 539,940,688 | 98.66 | 7,355,288 | 1.34 | 807,828 | 36,862.423 | ||||||||||||||
Anya Weaving | 545,253,466 | 99.57 | 2,347,012 | 0.43 | 503,326 | 36,862.423 | ||||||||||||||
James C. Yardley | 533,446,183 | 97.43 | 14,082,600 | 2.57 | 575,021 | 36,862.423 | ||||||||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
Votes | % of Votes Cast | |||||||
Votes For | 547,934,091 | 93.74 | ||||||
Votes Against | 36,570,033 | 6.26 | ||||||
Abstentions | 462,103 | - | ||||||
Broker Non-Votes | - | - | ||||||
Proposal 3: Advisory Approval of the Company’s Executive Compensation
Votes | % of Votes Cast | |||||||
Votes For | 478,271,349 | 87.52 | ||||||
Votes Against | 68,194,329 | 12.48 | ||||||
Abstentions | 1,638,126 | - | ||||||
Broker Non-Votes | 36,862,423 | - | ||||||
Proposal 4: Shareholder Proposal Requesting an Independent Board Chairman
Votes | % of Votes Cast | |||||||
Votes For | 91,475,417 | 16.82 | ||||||
Votes Against | 452,247,737 | 83.18 | ||||||
Abstentions | 4,380,650 | - | ||||||
Broker Non-Votes | 36,862,423 | - | ||||||
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 hereunto duly authorized.
| SEMPRA, | |||||
| (Registrant) | |||||
| Date: May 14, 2026 | By: /s/ Dyan Z. Wold | ||||
| Dyan Z. Wold Vice President, Controller and Chief Accounting Officer | |||||
FAQ
How strongly were Sempra (SRE) directors supported in the 2026 vote?
Each of Sempra’s eleven director nominees received high support, generally above 93% of votes cast. Some directors, such as Jennifer M. Kirk and Anya Weaving, received about 99% of votes cast in favor, signaling broad shareholder backing for the current board slate.
What was the outcome of Sempra’s 2026 vote on an independent board chairman?
The shareholder proposal requesting an independent board chairman at Sempra was not approved. Votes against the proposal totaled 452,247,737, representing 83.18% of votes cast, while 91,475,417 votes, or 16.82%, were cast in favor, with additional abstentions and broker non-votes.
Were there significant broker non-votes at Sempra’s 2026 annual meeting?
Yes. For several proposals, including the election of directors, say-on-pay, and the independent board chairman proposal, broker non-votes totaled 36,862,423. Broker non-votes occur when intermediaries lack authority to vote certain shares on non-routine items without specific shareholder instructions.