OGE ENERGY CORP.
For the period ended Apr 1, 2026. Filed Apr 1, 2026.
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Apr 1, 2026 · Filed Apr 1, 2026
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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, As we reflect on 2025, I am both proud and grateful to share with you the remarkable progress OGE Energy Corp. has made during the past year. Our commitment to delivering safe, reliable, and affordable energy while investing in the future of our communities has never been stronger. The successes we achieved in 2025 have positioned us for continued growth and innovation as we move forward together. In 2025, we delivered on plan and met our commitments, and then some: •Delivered earnings at the top half of guidance;•Filed for recovery of power generation needs to meet continued growing demand;•Secured financing for long-term growth;•Leveraged strong local economies to drive job growth and investment in Oklahoma and western Arkansas;•Named an Oklahoma Top Workplace, a reflection of the employee experience and culture of success we foster;•Recognized by the Southeast Electric Exchange for having the best safety performance in the region; and •Continued our 80-year track record of uninterrupted dividend payments. These results aren’t accidental, they are the outcome of a committed and disciplined team of people dedicated to our customers, communities, shareholders, and each other. Strong execution & commitment to affordability: We welcomed thousands of new residential, commercial, and industrial customers across Oklahoma and western Arkansas, underscoring the trust our communities place in us. This growth is a testament to strong local
economies and the ability to leverage our low rates to drive increased external investment as we provide tailored solutions that meet the evolving needs of those we serve.
2025 once again brought exceptional demand growth, with overall demand for electricity growing 25% over the last five years. We expect continued solid growth for the foreseeable future and are building the system to continue delivering the reliable and affordable energy our customers expect from us. Our relentless commitment to affordability led to non-fuel rates increasing at half the rate of inflation, even as we achieved a 6% earnings per share compound annual growth rate.
Our grid strengthening investments are paying off in improved reliability for customers with 99.96% system uptime. Our team responded to multiple severe weather events in our service area with agility and resilience, minimizing disruptions and restoring service swiftly. Our performance improves even as we set the bar higher, building on prior success. These achievements demonstrate our unwavering focus on operational excellence and our promise to keep the lights on for our customers, no matter the challenge.
Strategic equity issuance: In November 2025, the Company successfully completed a strategic equity issuance, strengthening our balance sheet and providing the capital needed to fund critical infrastructure projects and new generation investments. The strong response from both existing and new shareholders is a vote of confidence in our vision and execution. This infusion of capital has enabled us to accelerate our plans to meet growing demand with new generation assets, enhance our transmission network, and pursue innovative technologies. We are grateful for your trust and support, and we remain committed to delivering attractive long-term returns.
Compelling growth opportunities: Looking ahead, we are excited to report substantial progress on our new power generation projects and transmission system growth. Over the last 10 years, we’ve built and put approximately 1,000 megawatts of generation into service. In 2026, we will begin putting into service another 1,300 megawatts of generation before 2030. Our team delivers projects on time and under budget, driving costs down for customers as we harness growth opportunities for our states and communities. Transmission opportunities from the Southwest Power Pool will increase capacity and improve reliability for our customers. The growth we experience is the direct result of our low rates, which today are the lowest in the states in which we operate, and well below the regional and national average.
Our commitment to you: Our role extends beyond providing energy—we are a trusted partner in the communities we serve. We are proud to be a force for good, building stronger communities alongside our customers and partners.
As we close the books on 2025, I want to thank you, our shareholders, for your continued confidence and support. The investment case for OGE Energy is strong and we hope you will attend our virtual Annual Meeting. Your vote is important, so please cast it promptly, even if you plan to participate in the Annual Meeting.
Sean Trauschke
Chairman, President and CEO
April 1, 2026
Notice
2026 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, 2026, 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 2025 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/OGE2026 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 2026 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, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 14, 2026. The Company's notice of annual meeting of shareholders and proxy statement and 2025 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 | 9 | |
| Board Attendance at Annual Meeting of Shareholders | 9 | |
| Related Party Transaction Policy and Related Party Transactions; Prohibition on Loans | 10 | |
| 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 2026 | 21 | |
| Proposal No. 3 - Advisory Vote to Approve Named Executive Officer Compensation | 22 | |
| Proposal No. 4 - Shareholder Proposal Regarding Simple Majority Vote | 24 | |
| Report of Audit Committee | 27 | |
| Executive Officers' Compensation | 29 | |
| Compensation Discussion and Analysis | 29 | |
| Summary Compensation Table | 42 | |
| Grants of Plan-Based Awards Table for 2025 | 43 | |
| Outstanding Equity Awards at 2025 Fiscal Year-End Table | 43 | |
| 2025 Option Exercises and Stock Vested Table | 46 | |
| 2025 Pension Benefits Table | 45 | |
| 2025 Nonqualified Deferred Compensation Table | 46 | |
| Pay Versus Performance | 48 | |
| Compensation Committee Report | 52 | |
| Potential Payments upon Termination or Change of Control | 53 | |
| Information About Shareholdings and Related Matters | 55 | |
| Security Ownership | 55 | |
| Equity Compensation Plan Information | 56 | |
| Delinquent Section 16(a) Reports | 56 | |
| Shareholder Proposals/Nomination of Directors | 56 | |
| Householding Information | 56 | |
| Proxy Statement | April 1, 2026 |
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