DEF 14A: OGE Energy Corp. Aims for Continued Growth and Shareholder Value in 2023, Proxy Statement Reveals

• OGE Energy Corp.'s proxy statement outlines the agenda for the 2024 Annual Meeting of Shareholders, including the election of directors, ratification of Ernst & Young LLP as the company's independent accountants, an advisory vote on executive compensation, and a shareholder proposal regarding simple majority voting.
• The company emphasizes its commitment to providing safe, reliable, and affordable electricity to its customers.
• OGE Energy Corp. highlights its grid reliability investments, which resulted in 320 minutes of interruption saved for the average impacted customer and 6.2 million customer minutes saved through automated restorations.
• The company reduced the average fuel charge by $21, or 15 percent, per month in the fall of 2023, providing immediate relief to customer bills.
• OGE Energy Corp. enrolled 20 percent of its customers in new energy efficiency and home weatherization programs in 2023.
• The company continues its 78-year history of uninterrupted dividends.
• The proxy statement details the compensation of the company's named executive officers, including salary, annual incentive awards, and long-term incentive awards.
• The company's executive compensation program is designed to align the interests of executives with those of shareholders and customers.
• The Board of Directors recommends voting for the election of directors, ratification of the appointment of Ernst & Young LLP, and approval of the named executive officer compensation, and against the shareholder proposal regarding simple majority vote.

Score: 8

Explanation: The document conveys a positive outlook, highlighting strong performance, commitment to stakeholders, and a focus on future growth. While acknowledging industry challenges, the overall tone is optimistic and confident.

• OGE Energy Corp. has a long-standing history of providing safe, reliable, and resilient electricity at some of the lowest rates in the country.
• The company's grid reliability investments are delivering great results for customers.
• OGE Energy Corp. is committed to affordability and keeping bills low for its customers.
• The company is actively involved in the communities it serves, supporting local nonprofits and educational institutions.
• OGE Energy Corp. has a strong safety record, with the last eight years being the safest in its history.
• The company has a robust corporate governance framework in place.
• The company's executive compensation program is designed to align the interests of executives with those of shareholders and customers.

• Resource availability, uncertain regulation, and macroeconomic environment pressures continue to challenge the electric utility industry and global marketplace.
• Todays economic environment continues to create pressure on our customers, and we remain committed to affordability and keeping bills low.
• The company's supermajority voting standards relate to fundamental elements of our corporate governance and have been included in our charter for many years and are commonly included in the corporate charters and bylaws of many publicly-traded companies.

• Resource availability, uncertain regulation, and macroeconomic environment pressures continue to challenge the electric utility industry and global marketplace.
• The company faces risks related to climate, regulatory risk/recoverability, disruptions to fuel supply and the electric grid, operations outages and accidents, catastrophic weather events, increased costs, industry technology, legislative and regulatory policy, economic conditions, cybersecurity, terrorism, health epidemics, and human capital management.

The company is confident in the stability and long-term future of its investment, focusing on grid investments, operational excellence, and a commitment to stakeholders.

• We continue to build on our 122-year legacy of providing safe, reliable, and resilient electricity at some of the lowest rates in the country.
• Our noble purpose is to energize life for our customers each and every day.
• Our commitment to all stakeholders customers, communities, employees, and shareholders is unwavering and will deliver outstanding results.

The document acknowledges challenges facing the electric utility industry, including resource availability, uncertain regulation, and macroeconomic pressures. It also highlights the company's commitment to environmental, social, and governance (ESG) initiatives, aligning with broader industry trends.

• The company benchmarks executive compensation against a peer group of companies including ALLETE, Inc., Evergy, Inc., Alliant Energy Corp., IDACORP, Inc., Ameren Corp., NiSource Inc., AVANGRID Inc., ONE Gas Inc., Black Hills Corp., Pinnacle West Capital Corporation, CenterPoint Energy, Inc., PNM Resources Inc., CMS Energy Corp., Portland General Electric Company, Entergy and PPL Corporation.
• The company's performance is measured against the EEI Index for TSR performance.
• The company uses SAIDI, an industry-wide metric for outages and grid reliability.

• Shareholders are encouraged to vote on key proposals that will shape the company's future.
• Customers will benefit from continued investments in grid reliability and affordability.
• Employees are recognized for their contributions to the company's success.
• Communities will benefit from the company's commitment to economic growth and social responsibility.

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Shareholders on May 16, 2024.
• The Board will continue to consider whether changes to the Certificate of Incorporation and Company bylaws are appropriate and in the best interests of the shareholders and the Company in the future.

• 1902: OG&E has been deeply engaged in the communities it serves since 1902.
• 2002: Ernst & Young LLP was originally selected as principal independent accountants effective May 16, 2002.
• 2004: The Compensation Committee has not granted stock options or SARs since 2004.
• 2008: The Compensation Committee has made relatively few changes year-over-year to the peer group since 2008.
• December 1, 2009: Employees hired or rehired on or after December 1, 2009, do not participate in the Pension Plan but are eligible to participate in the 401(k) Plan.
• January 1, 2019: Under the SERP, years of service will commence no earlier than January 1, 2019.
• March 2019: Mr. Bozich is President and CEO at Trinseo PLC, a global materials company and manufacturer of plastics, latex binders and synthetic rubber. He has served as President and CEO of Trinseo since March 2019.
• 2019: Mr. Trauschke was designated as a participant in the SERP in 2019.
• August 2021: The SERP was further amended in August 2021 to increase the benefit amount payable under the SERP.
• March 18, 2024: Record date for determining shareholders eligible to vote at the Annual Meeting.
• April 1, 2024: Date of letter to shareholders from Sean Trauschke, Chairman, President and CEO.
• April 1, 2024: On or about April 1, 2024, we mailed to our shareholders either (1) a Notice of Internet Availability of Proxy Materials or (2) a copy of our proxy statement, a proxy card and our 2023 annual report.
• May 16, 2024: Annual Meeting of Shareholders to be held virtually at 10:00 a.m. CDT.
• December 2, 2024: Deadline for shareholders to provide notice of director nominations for the 2025 annual meeting.
• December 31, 2025: End of the vesting period for the 2023 restricted stock units.