OGE ENERGY CORP. | Elimination of supermajority voting provisions at OGE ENERGY CORP.

Status
97.54% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
OGE
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Utilities
Company HQ country
United States
Resolved clause
Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against such proposals, or a simple majority in compliance with applicable laws.
Supporting statement
If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes any existing supermajority vote requirement that results from default to state law and can be subject to replacement. This proposal topic is particularly important because it was approved by 98% of OGE Energy voting shares in 2022. The problem was that not enough shares voted to obtain an 80% vote from all shares outstanding. This indicates long- term negligence by the OGE Energy Board in year after year being indifferent about the low shareholder vote turnout. This 2023 proposal includes that the Board take all the steps necessary at its discretion to help ensure that the topic of this proposal is approved by the requirement of 80% of all outstanding shares including a commitment to hire a proxy solicitor to conduct an intensive campaign if necessary, a commitment to adjourn the annual meeting to obtain the votes required if necessary and to take a 2- year process to adopt this proposal topic if applicable. This proposal does not restrict the Board from using a means to obtain the necessary vote that is not mentioned in this proposal.Extraordinary measures need to be taken to adopt this proposal topic due to the dead hand of our undemocratic governance provisions that require an 80% approval from all MPC shares outstanding given the reality that only 69% of OGE Energy shares vote at the annual meeting and that our Board is negligent in improving the shareholder voting turnout.

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