OGE ENERGY CORP.
For the period ended Apr 1, 2025. Filed Apr 1, 2025.
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Apr 1, 2025 · Filed Apr 1, 2025
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Contents
Cover page
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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 all boxes that apply):
[X] No fee required
[ ] Fee paid previously with preliminary materials
[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Letter to Shareholders
Dear Fellow Shareholders, At OGE Energy, our purpose is to Energize Life. In 2024, we did just that as we marked another year of strong results for OGE Energy Corp. and OG&E, accelerating momentum for the future powered by electricity. We live our purpose daily as we strive to reach our north star of delivering safe, reliable, and affordable electricity every single day. This year, demand for electricity experienced exceptional growth along with healthy customer growth. These two factors create a bright future for your company, and we will continue to drive economic growth in Oklahoma and Arkansas. Low rates are the foundation of our sustainable business model to drive investment in communities from new and expanding businesses, creating jobs, small business development and, in turn, increasing the number of customers we serve. This virtuous cycle returns value to all stakeholders. In 2024, our team achieved success across the board, and I’m delighted to share some of the highlights with you:•Our system uptime was 99.94% in 2024, and when customers experienced outages last year, 98% were restored within 24 hours;•Construction is underway on nearly 450 MWs of generation at our Horseshoe Lake Power Plant – which also celebrated its centennial as did Muskogee Power Plant;•Another 100 MWs is under construction for Tinker Air Force Base coming online next year for the base expansion in 2028;•We continue to provide customers with enhanced self-service tools like our mobile app and website so they can do business with us 24/7 and use new insights to manage their energy usage and monthly bill;
We are using automation and AI to gain efficiencies and reduce costs;
And, finally, 2024 was another incredibly strong safety year. Our safety culture underpins our entire organization, and our team puts safety first.
I am so proud of Big Orange, those on the front line in our power plants and in our 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 once again recognized as one of the Best In-State Employers in Oklahoma by Forbes magazine and a national 2024 Top Workplace. We continue to build a culture of excellence with our employees by living our shared values and taking care of each other every single day.
Increased demand for electricity delivers unique opportunities for us to further strengthen the grid and position OGE Energy to meet today’s rapidly growing energy needs and position us to become home to the industries that will power our future. We are expanding generation capacity to meet continued increasing demand with a balanced energy mix of cost-effective and proven technologies, as we explore the most promising new technologies for tomorrow.
Weather extremes in Oklahoma and Arkansas range from blistering heat to frigid cold and violent storms to ice, the investments we’ve made in reliability pay off for customers. We are strengthening and securing the energy grid to reduce and eliminate outages and recover faster when they happen. Customers expect us to build, maintain and grow a resilient energy grid that is ready for these weather extremes. Our system, from power generation to transmission and distribution, continues to perform well through it all.
Our performance in 2024 isn’t new and we expect it to continue well into the future. Our plans for 2025 build on these results, and if you compare those expectations to the past 10 years, we will have managed to keep:
Rates among the lowest in the nation, lower today than 10 years ago when adjusted for inflation;
Consolidated earnings per share, excluding midstream results, compound annual growth rate of 6%;
Dividend compound annual growth rate of 5%;
Controllable costs per customer increased less than 1% per year, well below inflation for the decade;
All while investing more, as our five-year capital plan has more than doubled.
We are incredibly proud that 30% of our shareholders are retail, or individual, investors – people just like you and me. Late last year, I heard from a woman whose father has been a shareholder for 40 years. He worked as an electrician, a trade he learned while in the Navy in the 1950s, which is one reason he became interested in OGE Energy. The daughter thanked us for being good stewards of the company – their OGE Energy stock dividend has provided income during retirement and helped this family build their American dream. There are countless stories like these across our 123-year history, and we look forward to being part of countless more over the next century and beyond.
History proves that at OGE Energy we do what we say we will. The investments we make deliver real results, build strong communities, and present opportunities that will propel us into the future.
I am excited about what the future holds for our company – thank you for your trust and investment in OGE Energy Corp.
Sean Trauschke
Chairman, President and CEO
April 1, 2025
Notice
2025 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, 2025, 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 2024 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/OGE2025 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 2025 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, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 15, 2025. The Company's notice of annual meeting of shareholders and proxy statement and 2024 annual report to shareholders are available on the Internet at www.proxyvote.com.
| Table of Contents | ||
|---|---|---|
| General Information About the Annual Meeting and the Proxy Materials | 1 | |
| Introduction | 1 | |
| Internet Availability of Proxy Materials | 1 | |
| Voting Procedures | 1 | |
| Revocation of Proxy | 2 | |
| Participation in the Virtual Annual Meeting | 2 | |
| Record Date; Number of Votes | 3 | |
| Expenses of Proxy Solicitation | 3 | |
| Corporate Governance | 3 | |
| Corporate Governance Guidelines | 3 | |
| Director Qualifications and Nomination Process | 3 | |
| Ethics and Independence Guidelines | 4 | |
| Standing Committees | 5 | |
| Leadership Structure | 5 | |
| Audit Committee Financial Expert | 6 | |
| Process Related to Executive Officer and Director Compensation | 6 | |
| Risk Oversight | 8 | |
| Board Attendance at Annual Meeting of Shareholders | 9 | |
| Related Party Transaction Policy and Related Party Transactions; Prohibition on Loans | 9 | |
| Prohibition on Hedging | 10 | |
| Stock Ownership Guidelines | 10 | |
| Communications with the Board of Directors | 10 | |
| Auditors; Audit Partner Rotation | 10 | |
| Environmental, Social and Governance | 10 | |
| Information Concerning the Board of Directors | 12 | |
| General | 12 | |
| Committees | 13 | |
| Director Compensation | 14 | |
| Items of Business to be Considered at the Annual Meeting | ||
| Proposal No. 1 - Election of Directors | 15 | |
| Proposal No. 2 - Ratification of the Appointment of Ernst & Young LLP as the Company's Principal Independent Accountants for 2025 | 21 | |
| Proposal No. 3 - Advisory Vote to Approve Named Executive Officer Compensation | 22 | |
| Proposal No. 4 - Amendment of the Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions | 24 | |
| Report of Audit Committee | 26 | |
| Executive Officers' Compensation | 28 | |
| Compensation Discussion and Analysis | 28 | |
| Summary Compensation Table | 41 | |
| Grants of Plan-Based Awards Table for 2024 | 42 | |
| Outstanding Equity Awards at 2024 Fiscal Year-End Table | 43 | |
| 2024 Option Exercises and Stock Vested Table | 44 | |
| 2024 Pension Benefits Table | 44 | |
| 2024 Nonqualified Deferred Compensation Table | 45 | |
| Pay Versus Performance | 47 | |
| Compensation Committee Report | 51 | |
| Potential Payments upon Termination or Change of Control | 52 | |
| Information About Shareholdings and Related Matters | 54 | |
| Security Ownership | 54 | |
| Equity Compensation Plan Information | 55 | |
| Delinquent Section 16(a) Reports | 55 | |
| Shareholder Proposals/Nomination of Directors | 55 | |
| Householding Information | 56 | |
| Appendix A - Form of Proposed Amendments to Articles VI, VII, VIII and IX to Amended and Restated Certificate of Incorporation Reflecting Proposed Amendments to Eliminate Supermajority Voting Provisions | A-1 | |
| Proxy Statement | April 1, 2025 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.