8-KShareholder Matters

SEMPRA 8-K Report, Shareholder Vote Results (May 7, 2020)

Filed May 7, 2020For Securities:SRESREA

Summary

This 8-K filing from Sempra Energy (SRE) reports the results of its 2020 Annual Shareholders Meeting held on May 5, 2020. The primary focus for investors is the outcome of shareholder voting on key corporate governance matters. Notably, all 13 director nominees were elected, with overwhelming support for most nominees, although one director, Cynthia J. Warner, received a lower affirmative vote (70.22%). The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2020 was ratified with strong approval. Additionally, shareholders approved, on an advisory basis, the company's executive compensation. Of significant interest to governance-focused investors, a shareholder proposal advocating for an independent board chairman was rejected by a majority of shareholders (61.72% voted against). This indicates that shareholders, in aggregate, did not support the move towards separating the CEO and Chairman roles at this time. The filing also notes the retirement of two directors, William C. Rusnack and Lynn Schenk, in accordance with the company's director retirement policy.

Key Highlights

  • 1All 13 director nominees were elected by shareholders, with most receiving very high approval percentages.
  • 2Cynthia J. Warner received a lower percentage of 'For' votes (70.22%) compared to other director nominees, suggesting some shareholder concern.
  • 3Deloitte & Touche LLP was ratified as Sempra's independent auditor for 2020 with strong shareholder support (96.58% 'For').
  • 4Shareholders approved the company's executive compensation on an advisory basis with a high affirmative vote (97.22% 'For').
  • 5A shareholder proposal to require an independent board chairman was rejected, with 61.72% of votes cast against it.
  • 6William C. Rusnack and Lynn Schenk retired as directors as per the company's retirement policy.

Frequently Asked Questions

The meeting resulted in the election of all 13 director nominees, the ratification of Deloitte & Touche LLP as the independent auditor, advisory approval of executive compensation, and the rejection of a shareholder proposal for an independent board chairman. Two directors also retired.

No, shareholders rejected a proposal that would have required an independent board chairman. 61.72% of the votes cast were against this proposal, indicating a preference to maintain the current board structure.

While most directors were elected with very high approval, Cynthia J. Warner received a lower percentage of 'For' votes at 70.22%, with 29.78% voting against or abstaining. This is notably lower than the other director nominees.

Shareholders provided strong advisory approval for Sempra's executive compensation, with 97.22% of the votes cast in favor of the proposal.