01—Abstract
Summary
Summary of the 8-K filed May 13, 2024. Cited figures are marked; the original filing is the authoritative source.
Sempra (SRE) filed a Form 8-K on May 13, 2024, reporting the results of its 2024 Annual Shareholders Meeting, held May 9, 2024.
The filing covers governance and shareholder voting only. It contains no financial results, guidance, or operational updates, so investors should treat it as a routine governance disclosure rather than a fundamental signal. Shareholders elected all nine director nominees.
Support ranged from 85.19%a (Michael N. Mears, who also drew the most opposition at 14.81%) to 99.27% (Richard J. Mark).
Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2024 with 94.95%b of votes cast. They also approved, on an advisory basis, the executive compensation described in the proxy statement, with 92.83% in favor. That level of say-on-pay support is a constructive signal on compensation governance.
Two shareholder proposals failed by wide margins. A proposal requesting a shareholder-approval policy for certain severance pay arrangements received only 5.02%c support.
A proposal requesting a report on certain safety and environmental matters received 25.30%d support. Neither proposal was close to passing, which suggests management and the board retained broad shareholder backing on these issues.
02—Key points
Key Highlights
- All nine director nominees were elected at the May 9, 2024 Annual Meeting, with support ranging from 85.19% (Michael N. Mears) to 99.27% (Richard J. Mark).
- Michael N. Mears received the weakest support of the nominees at 85.19% in favor, with 14.81% against.
- Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2024 with 94.95% of votes cast.
- Advisory say-on-pay proposal on executive compensation passed with 92.83% of votes cast in favor.
- Shareholder proposal requesting a policy for shareholder approval of certain severance pay arrangements failed, with only 5.02% support.
- Shareholder proposal requesting a report on certain safety and environmental matters failed, with 25.30% support.
- The filing contains no financial results, guidance, or operational disclosures; it is limited to Item 5.07 voting results.
03—Questions
Frequently Asked Questions
Did Sempra's shareholders approve the board's nominees and key management proposals?
Yes. All nine director nominees were elected, and shareholders approved the advisory say-on-pay vote on executive compensation (92.83% in favor) and ratified Deloitte & Touche LLP as auditor for 2024 (94.95% in favor).
Were any directors faced with notable shareholder opposition?
Michael N. Mears received the most opposition, with 78,468,843 votes against (14.81%). Bethany J. Mayer also received meaningful opposition at 8.72%, and Jeffrey W. Martin received 6.96%. Richard J. Mark had the strongest support at 99.27%.
Did the shareholder proposals pass?
No. The proposal seeking a shareholder-approval policy for certain severance pay arrangements received 5.02% support, and the proposal requesting a report on certain safety and environmental matters received 25.30% support. Both failed.
Does this 8-K indicate anything about Sempra's financial performance?
No. The filing is limited to Item 5.07 (Submission of Matters to a Vote of Security Holders) and reports only annual meeting voting results. Investors should review Sempra's quarterly and annual reports and earnings materials for financial performance.
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