8-KLeadership Changes

SEMPRA 8-K Report, Executive Changes (Oct 12, 2018)

Filed October 12, 2018For Securities:SRESREA

Summary

Sempra Energy (SRE) announced on October 11, 2018, the appointment of two new independent directors, Michael N. Mears and Cynthia L. Walker, to its Board of Directors. These appointments are a result of a cooperation agreement with activist investors Elliott Associates, L.P., Elliott International, L.P., Bluescape Resources Company LLC, and Cove Key Management, LP, who were involved in mutually agreeing upon these new board members. This action reflects a strategic effort by Sempra Energy to enhance its board composition and engage with significant shareholders. Both Mr. Mears and Ms. Walker will also serve on the LNG and Business Development Committee. Their compensation will follow the company's standard non-employee director program, with specific adjustments made in 2018 that include an increased annual equity grant value and revised retainers for committee members and the Lead Director. Investors should note these changes as they relate to board governance and compensation structures.

Key Highlights

  • 1Sempra Energy appointed two new independent directors, Michael N. Mears and Cynthia L. Walker, to its Board of Directors, effective October 11, 2018.
  • 2These appointments stem from a cooperation agreement with activist investors Elliott Associates, Elliott International, Bluescape Resources Company, and Cove Key Management.
  • 3The new directors were mutually agreed upon by Sempra Energy and the aforementioned investors.
  • 4Both Mr. Mears and Ms. Walker have been appointed to serve on the LNG and Business Development Committee.
  • 5Non-employee director compensation includes standard programs with 2018 adjustments.
  • 6Key compensation adjustments include an increase in the annual equity grant from $60,000 to $90,000 per year.
  • 7Annual retainers for committee members (excluding LNG and Business Development) were increased, and the retainer for the Lead Director was also increased.

Frequently Asked Questions

The new directors were appointed as part of a cooperation agreement between Sempra Energy and activist investors (Elliott Associates, Bluescape Resources Company, and Cove Key Management). The agreement stipulated that Sempra Energy would appoint two new directors mutually agreed upon by the company and these investors.

The new directors are Michael N. Mears (age 55) and Cynthia L. Walker (age 42). Both will serve on the Board of Directors and specifically on the LNG and Business Development Committee.

The new directors will participate in Sempra Energy's standard compensation program for non-employee directors. However, compensation was adjusted in 2018, notably increasing the annual equity grant to $90,000 per year in restricted stock units or deferred phantom shares.

The cooperation agreement suggests a collaborative effort between Sempra Energy and its significant shareholders to shape the company's governance and strategic direction. The appointment of mutually agreed-upon directors is a common outcome of such agreements, aiming to align management and investor interests.