OGE ENERGY CORP

SCHEDULE 14A

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO.)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material under Rule 14a-12

OGE ENERGY CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

Letter to Shareholders

Dear Fellow Shareholders,We Energize Life. Thank you for investing in our company.2023 was another year of strong results for OGE Energy Corp. and OG&E, continuing our momentum for the future as we serve our customers and their increasing need for electricity. We continue to build on our 122-year legacy of providing safe, reliable, and resilient electricity at some of the lowest rates in the country. Our noble purpose is to energize life for our customers each and every day. That’s not just something we say, it’s how we live our obligation to serve all customers – from the large industrial corporation to our residential customers living in the most rural part of our service area. They each rely on us to deliver the energy they need to power their homes, businesses, and lives. Throughout our service area, we drive economic growth by working side by side with elected officials and chambers of commerce in Oklahoma and Arkansas. Our sustainable business model begins with low rates that drive investment in communities from new and expanding businesses, creating a ripple effect that drives employment, small business development and, in turn, increases the number of customers we serve. This virtuous cycle returns value to all stakeholders. I am so proud of our employees, those on the front line in our power plants and in our orange bucket trucks, and those who support our efforts to deliver on our responsibility to our customers. Because of the culture we have built together, our company was recognized as the Best In-State Employer in Oklahoma by Forbes magazine and a 2023 Oklahoma Top Workplace. These results are not happenstance – they come from a dedicated commitment to fostering a culture grounded in our values and beliefs, and operationalized with a focus to deliver safe, reliable, and resilient electricity combined with outstanding customer experiences every single day. Three critical aspects of our work drive our success: Reliability, Affordability, and Responsibility.

Reliability

Our grid and weather hardening investments continue to deliver great results for customers. Our grid reliability investments benefited customers in 2023 and we will continue making these types of investments in the grid:

•

Grid investments resulted in 320 minutes of interruption saved for the average impacted customer

•

Automated restorations saved 6.2 million customer minutes of customer interruptions

•

Upgrading and building substations to support our growing service area

From intense heat to winter storms, our plants generated power to the grid, enabling the grid to perform well during extreme conditions. There were no calls for the public to conserve energy during any of our weather extremes. We designed, built, and operate the electric grid to withstand harsh elements. Even in the face of difficult conditions, our team recorded another strong safety year, making the last eight years the safest in OG&E’s history.

This foundation powers our growing communities and economic development engine that delivers new projects in our service area that are projected to create thousands of jobs and garner billions of dollars in additional investment. This type of growth is not by accident – we set the stage for these results more than 5 years ago when we began driving investment and growing the local economy in cities and towns across our service area.

Resource availability, uncertain regulation, and macroeconomic environment pressures continue to challenge the electric utility industry and global marketplace. We continue to grow our business through thoughtful and measured resource planning and investments in reliability.

Affordability

Today’s economic environment continues to create pressure on our customers, and we remain committed to affordability and keeping bills low. In the fall of 2023, we reduced the average fuel charge by $21, or 15 percent, per month – an immediate impact on customer bills.

We have doubled down on connecting customers to programs and services to help them manage their energy use and monthly bill:

•

Enrolled 20 percent of our customers in new-to-them programs in 2023, including energy efficiency and home weatherization

•

Connected customers to bill assistance through federal, state, and our company-sponsored programs

•

Launched OG&E’s first mobile app with nearly 30 percent adoption allowing customers to do business with us 24/7

Leveraging technology to deliver self-serve capabilities for our customers helps our people focus on customers who need assistance and keep our rates low.

Responsibility

Along with our daily focus to deliver reliable service at low rates, our people ensure we build communities, develop our future workforce, steward natural resources, and invest at the right time to balance growing electrification and resiliency needs.

Our community contributions are designed to strengthen local nonprofits and educational institutions that enhance quality of life and the economic growth of communities in our service area. From life-changing full scholarships to high school seniors pursuing a career in STEM and fishing clinics at our power plants so kids begin to love the great outdoors, to building innovative partnerships with career technology centers and Oklahoma’s HBCU, our commitment to our communities, employees, and customers runs deep.

For 122 years, OG&E has energized life for our customers, and I have never been more excited about what the future holds for our company. As a shareholder, you should feel confident in the stability and long-term future of your investment as we:

•

Invest in the grid to support our growing communities and drive economic growth

•

Operate with excellence, adapting to changes that surround us

•

Continue our 78-year history of uninterrupted dividends – we are particularly honored to serve so many customers who are also shareholders.

Our commitment to all stakeholders – customers, communities, employees, and shareholders – is unwavering and will deliver outstanding results.

Sean Trauschke

Chairman, President and CEO

April 1, 2024

Notice

2024 Annual Meeting of Shareholders

You are cordially invited to attend the Annual Meeting of Shareholders of OGE Energy Corp. to be held virtually via the Internet. Shareholders owning OGE Energy Corp. common stock at the close of business on the Record Date, or their legal proxy holder, are entitled to vote at the Annual Meeting. The items for this year’s annual meeting include:

On or about April 1, 2024, we mailed to our shareholders either (1) a Notice of Internet Availability of Proxy Materials or (2) a copy of our proxy statement, a proxy card and our 2023 annual report.

Shareholder List. During the meeting, the list of shareholders entitled to vote at the meeting will be available by visiting www.virtualshareholdermeeting.com/OGE2024 and entering your 16-digit control number and clicking on "Registered Shareholder List." For ten days prior to the meeting, a list of shareholders entitled to vote at the meeting will be available at our offices at 321 North Harvey, Oklahoma City, Oklahoma 73102. Please contact the undersigned, as Corporate Secretary, at (405) 553-3183, if you wish to inspect the list of shareholders prior to the Annual Meeting of Shareholders.

Proxy Voting. Your vote is important. Whether or not you plan to attend the virtual annual meeting online, please vote promptly. You may vote your shares in advance of the meeting via the Internet, by telephone or by mail, or by attending and voting online at the 2024 Annual Shareholders Meeting. Please refer to the section "General Information about the Annual Meeting and the Proxy Materials," of the proxy statement for detailed voting instructions.

By Order of the Board of Directors,

William H. Sultemeier

General Counsel, Corporate Secretary and Chief Compliance Officer

April 1, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 16, 2024. The Company's notice of annual meeting of shareholders and proxy statement and 2023 annual report to shareholders are available on the Internet at www.proxyvote.com.