8-KShareholder Matters

SEMPRA 8-K Report, Shareholder Vote Results (May 15, 2015)

Filed May 15, 2015For Securities:SRESREA

Summary

Sempra Energy (SRE) held its 2015 Annual Shareholders Meeting on May 13, 2015, and the results were overwhelmingly positive for the company's management and board. All thirteen director nominees were elected with strong support, reflecting shareholder confidence in the current leadership. Additionally, shareholders overwhelmingly ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for 2015 and approved the company's executive compensation on an advisory basis, indicating broad satisfaction with financial oversight and compensation practices. However, a notable outcome was the rejection of a shareholder proposal that would require the Chairman of the Board to be an independent director. This proposal received only 16.28% of the votes cast, indicating that the majority of shareholders are comfortable with the current structure where the Chairman may not be independent. Overall, the meeting signifies strong shareholder support for Sempra Energy's current governance and operational direction, with the exception of the specific call for an independent board chair.

Key Highlights

  • 1All 13 director nominees were re-elected with very high percentages of votes cast (ranging from 96.72% to 99.44%).
  • 2Shareholders overwhelmingly ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2015, with 98.73% of votes cast in favor.
  • 3The advisory vote on executive compensation was strongly approved, with 97.30% of votes cast in favor.
  • 4A shareholder proposal to mandate an independent Board Chairman was rejected by a significant margin, receiving only 16.28% of the votes cast.
  • 5Broker non-votes were a significant factor in the voting results, particularly for the shareholder proposal, highlighting the importance of shareholder engagement and proxy voting.
  • 6The voting results indicate strong confidence in the current board and executive leadership, as well as the company's financial reporting and compensation policies.

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