OGE ENERGY CORP. (NYSE:OGE) Files An 8-K Submission of Matters to a Vote of Security Holders

OGE ENERGY CORP. (NYSE:OGE) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders

OGE Energy Corp. (the "Company") is the parent company of Oklahoma Gas and Electric Company, a regulated electric utility with approximately 843,000 customers in Oklahoma and western Arkansas. In addition, the Company holds a 25.6 percent limited partner interest and a 50 percent general partner interest in Enable Midstream Partners, LP.

At the Annual Meeting of Shareholders of the Company held on May 17, 2018, the shareholders:

Elected 10 members of the Board of Directors;

Ratified the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2018;

Approved, on an advisory basis, named executive officer compensation; and

Did not approve a shareholder proposal regarding allowing shareholders owning 10 percent of the Company's stock to call special meetings of shareholders.

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 2019

Frank A. Bozich

122,851,167

1,517,051

666,893

34,527,795

James H. Brandi

122,213,583

2,111,434

710,094

34,527,795

Peter D. Clarke

122,978,170

1,402,327

654,614

34,527,795

Luke R. Corbett

121,223,445

3,059,451

752,215

34,527,795

David L. Hauser

122,858,934

1,464,903

711,274

34,527,795

Robert O. Lorenz

121,670,236

2,638,184

726,691

34,527,795

Judy R. McReynolds

122,460,760

1,815,894

758,457

34,527,795

J. Michael Sanner

122,941,795

1,388,187

705,129

34,527,795

Sheila G. Talton

121,150,809

3,209,891

674,411

34,527,795

Sean Trauschke

120,180,192

4,215,780

639,139

34,527,795

Proposal No. 2:

Votes For

Votes Against

Abstentions

Ratification of the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2018

156,430,169

2,306,520

826,217

Proposal No. 3:

Votes For

Votes Against

Abstentions

Broker Non-Votes

Advisory vote to approve named executive officer compensation

119,301,915

4,094,607

1,638,589

34,527,795

Proposal No. 4:

Votes For

Votes Against

Abstentions

Broker Non-Votes

Shareholder proposal regarding allowing shareholders owning 10 percent of the Company's stock to call special meetings of shareholders

50,847,063

72,683,092

1,504,956

34,527,795

Item 8.01. Other Events

As disclosed in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2018, effective January 1, 2018, the Company adopted Accounting Standards Update 2017-07, "Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" ("ASU 2017-07"). ASU 2017-07 requires entities to bifurcate the components of net benefit expense between those that are attributed to compensation for service and those that are not. The service cost component of benefit expense continues to be presented within operating income, but entities are now required to present the other components of benefit expense as non-operating within the income statement. Additionally, ASU 2017-07 only permits the capitalization of the service cost component of net benefit expense. The accounting change is required to be applied on a retrospective basis for the presentation of components of net benefit cost and on a prospective basis for the capitalization of only the service cost component of net benefit costs. The Company has presented the elements of net periodic benefit costs in the accompanying Consolidated Statements of Income in accordance with ASU 2017-07.

The following items of the Company's Annual Report on Form 10-K for the year ended December 31, 2017 have been recast to reflect the previously described implementation of ASU 2017-07 and are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference:

Exhibit 101.INS – XBRL Instance Document

Exhibit 101.SCH – XBRL Taxonomy Schema Document

Exhibit 101.PRE – XBRL Taxonomy Presentation Linkbase Document

Exhibit 101.LAB – XBRL Taxonomy Label Linkable Document

Exhibit 101.CAL – XBRL Taxonomy Calculation Linkbase Document

Exhibit 101.DEF – XBRL Definition Linkbase Document

The implementation of ASU 2017-07 reflected in the recast financial statements had no effect on the Company's net income for any period. The recast items of the Form 10-K described above have been updated only for the aforementioned implementation of ASU 2017-07. The Company has not otherwise updated for activities or events occurring after the date these items were originally presented. This Current Report on Form 8-K should be read in conjunction with our Form 10-K (except for Items 6, 7 and 8, which are included in this Current Report on Form 8-K) and our other periodic reports on Form 10-Q and Form 8-K.

Item 9.01. Financial Statements and Exhibits


OGE ENERGY CORP. Exhibit
EX-23.01 2 ex2301-ernstyoungllpconsent.htm EXHIBIT 23.01 Exhibit Exhibit 23.01Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-92423) pertaining to the deferred compensation plan,…
To view the full exhibit click here

About OGE ENERGY CORP. (NYSE:OGE)

OGE Energy Corp. (OGE Energy) is an energy and energy services provider offering physical delivery and related services for both electricity and natural gas in the south central United States. The Company operates through two business segments: electric utility and natural gas midstream operations. The electric utility segment generates, transmits, distributes and sells electric energy in Oklahoma and western Arkansas. Its operations are conducted through Oklahoma Gas and Electric Company (OG&E). OG&E is an electric utility-based in Oklahoma and its franchised service territory includes the Fort Smith, Arkansas area. The natural gas midstream operations segment represents its investment in Enable Midstream Partners, LP (Enable). Enable is engaged in the business of gathering, processing, transporting and storing natural gas and its assets are located in over four states and serve natural gas production from shale developments in the Anadarko, Arkoma and Ark-La-Tex basins.

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