8-KShareholder Matters

SEMPRA 8-K Report, Shareholder Vote Results (May 18, 2011)

Filed May 18, 2011For Securities:SRESREA

Summary

Sempra Energy's (SRE) Form 8-K filed on May 18, 2011, details the outcomes of its Annual Meeting of Shareholders held on May 13, 2011. The key takeaway for investors is that management's proposals were largely supported, with all twelve director nominees elected and the selection of Deloitte & Touche LLP as the independent auditor ratified. Shareholders also provided an advisory approval of the company's executive compensation and voted to hold future advisory votes on executive compensation annually. Conversely, several shareholder-initiated proposals did not pass. These included proposals related to allowing shareholders to act by written consent, implementing a policy for shareholder approval of certain supplemental executive retirement benefits, and incorporating sustainability into executive compensation performance measures. The rejection of these proposals suggests continued confidence from the majority of shareholders in the current governance structure and executive compensation practices.

Key Highlights

  • 1All twelve director nominees were successfully elected for the upcoming year.
  • 2Shareholders ratified Deloitte & Touche LLP as Sempra Energy's independent registered public accounting firm for 2011.
  • 3An advisory vote approving the company's executive compensation received majority support.
  • 4Shareholders approved conducting future advisory votes on executive compensation on an annual basis.
  • 5A shareholder proposal to allow shareholders to act by written consent was rejected.
  • 6A shareholder proposal seeking approval for supplemental executive retirement benefits was rejected.
  • 7A shareholder proposal to include sustainability in executive compensation performance measures was rejected.

Frequently Asked Questions

The primary outcomes included the election of all director nominees, ratification of the independent auditor (Deloitte & Touche LLP), an advisory approval of executive compensation, and an annual vote on executive compensation frequency. Several shareholder proposals, however, were not adopted.

Shareholders cast an advisory vote approving the company's executive compensation, which passed. Additionally, a majority of votes supported holding these advisory votes every year.

Shareholders rejected proposals concerning the ability for shareholders to act by written consent, the requirement for shareholder approval of certain supplemental executive retirement benefits, and the inclusion of sustainability as a performance measure for senior executive compensation.

The successful election of all director nominees indicates shareholder confidence in the current board's leadership and strategy. Ratifying the independent auditor reinforces the transparency and integrity of the company's financial reporting processes.