SRE
Sempra
NYSE
DEF: Sempra Invites Shareholders to 2025 Annual Meeting, Highlights Strong 2024 Performance
Sentiment:
Proxy Statement
28 March 2025 4:14 PM
Sempra's 2025 Annual Shareholders Meeting will be held virtually on May 13, 2025, with shareholders voting on director elections, auditor ratification, and executive compensation.
Better than expected
Sempra's three-year total shareholder return far outpaced the return of the S&P 500 Utilities Index and more than tripled the returns of the S&P 500 and S&P 500 Utilities Indices since the beginning of this century (from December 31, 1999 through December 31, 2024).
Summary
- Sempra is inviting shareholders to its 2025 Annual Shareholders Meeting to be held virtually on May 13, 2025.
- The meeting will cover the election of 11 director nominees, ratification of the independent registered public accounting firm, and advisory approval of executive compensation.
- In 2024, Sempra achieved a total shareholder return of 21% and advanced its mission of building North America's premier energy infrastructure company.
- Three new directors, Jennifer Kirk, Kevin Sagara, and Anya Weaving, were appointed to the board in 2024 and early 2025.
- Sempra's three growth platforms, Sempra California, Sempra Texas, and Sempra Infrastructure, delivered strong results.
- The company's 2025 annual shareholders meeting will be conducted online via live audiovisual webcast.
- Shareholders of record may vote via the Internet, by telephone, or by mail.
- The board recommends voting FOR each of the 11 director nominees and FOR Proposals 2 and 3.
- The board has determined that, with the exception of Mr. Sagara who is a former executive officer of the company, each non-employee director nominee is an independent director under the NYSE independence standards.
- The board has onboarded 36% of its current directors over the past five years, including three new directors who have joined since last year’s annual meeting of shareholders and who are up for election for the first time this year.
- The board recognizes the importance of overseeing risks and opportunities related to responsible governance, safety, environmental stewardship, human capital and stakeholder engagement consistent with our vision, mission and values.
- Sempra aims to have net-zero scope 1 and 2 greenhouse gas (GHG) emissions by 2050 with an interim target of 50% scope 1 and 2 GHG emissions reductions by 2035 relative to a 2019 baseline.
- Sempra conducts regular engagement with our shareholders throughout the year, including spring/summer engagement following our annual shareholders meetings and fall/winter off-season engagement.
- The Audit Committee has retained Deloitte & Touche LLP as the independent registered public accounting firm to audit our financial statements and the effectiveness of our internal control over financial reporting for 2025.
- The Compensation and Talent Development Committee believes that pay should be structured to align executive compensation with company performance and with the interests of our shareholders.
- The Compensation and Talent Development Committee adopted a policy that requires shareholder approval or ratification of any new severance arrangement providing for severance benefits to a Sempra executive officer in excess of 2.99 times the sum of the executive officers annual base salary and target performance-based annual bonus.
Sentiment
Score: 8
Explanation: The document presents a positive outlook for Sempra, highlighting strong financial performance, strategic investments, and commitment to sustainability. The addition of new board members and shareholder engagement efforts further contribute to a positive sentiment.
Positives
- Sempra achieved a strong total shareholder return of 21% in 2024.
- The company is committed to board refreshment, bringing in new skills and perspectives.
- Sempra is focused on sustainable business practices and has set goals for GHG emissions reductions.
- The company actively engages with shareholders to gather feedback and incorporate it into decision-making.
- Executive compensation is designed to align with company performance and shareholder interests.
- The company has a clawback policy in place to recover compensation in certain circumstances.
- The company has a policy that requires shareholder approval or ratification of any new severance arrangement providing for severance benefits to a Sempra executive officer in excess of 2.99 times the sum of the executive officers annual base salary and target performance-based annual bonus.
Risks
- The document mentions risks inherent in business operations, including safety, health, operational, human capital, regulatory, compliance, climate, environmental, cybersecurity, business, financial, and reputational risks.
- The company's ability to complete major construction and development projects is subject to a number of risks and uncertainties.
- The arrangement with Aramco for Port Arthur LNG Phase 2 does not commit any party to enter into definitive agreements or otherwise participate in the applicable project, and the ultimate participation by the parties remains subject to negotiation and finalization of definitive agreements, among other factors.
Future Outlook
Sempra believes it is well-positioned for a decisive decade of growth, supported by responsible business practices, strong governance, and independent oversight by the Board of Directors.
Management Comments
- We are pleased to invite you to Sempras 2025 Annual Shareholders Meeting.
- Reflecting on 2024, Sempra advanced its mission of building North Americas premier energy infrastructure company by making new infrastructure investments to meet rising energy demand while advancing important safety and reliability goals.
- Looking ahead, we believe Sempra is well-positioned for a decisive decade of growth.
- We understand that your input strengthens our competitive position and contributes to our shared success.
Industry Context
Sempra operates in the energy infrastructure sector, with a focus on regulated electric and gas services in California and Texas, as well as energy services globally. The company's strategy aligns with the broader industry trend of investing in transmission and distribution infrastructure and advancing the energy transition.
Comparison to Industry Standards
- The document compares Sempra's dividend growth to the median CAGR for companies in the S&P 500 Utilities Index.
- The document compares Sempra's three-year total shareholder return to the return of the S&P 500 Utilities Index and the S&P 500 Index.
- The document compares Sempra's market capitalization to other companies in the industry.
- The document compares Sempra's executive compensation practices to those of its compensation peer group, which includes general industry, utilities industry, and energy industry companies.
Stakeholder Impact
- Shareholders: The document highlights Sempra's commitment to shareholder value through dividend growth and capital return.
- Employees: The document emphasizes employee development, inclusion, and safety.
- Customers: The document focuses on delivering safe, reliable, and affordable energy to customers.
- Communities: The document mentions community engagement and charitable giving.
- Suppliers: The document highlights the company's commitment to diverse business enterprises.
Next Steps
- Shareholders are encouraged to review the proxy materials and vote their shares in advance of the Annual Shareholders Meeting.
- Sempra will continue its robust engagement program with shareholders and other stakeholders in 2025.
- The board will continue to oversee management's commitment to building a high-performance culture.
- The board will continue to take an active role in providing oversight of Sempra's sustainable business strategy.
Key Dates
- 2023-08-21: Two-for-one stock split distributed to shareholders.
- 2025-03-20: Record date for Annual Shareholders Meeting.
- 2025-03-28: Proxy materials made available to shareholders.
- 2025-05-08: Deadline for Employee Savings Plans voting instructions (8:00 a.m. Eastern Time).
- 2025-05-12: Internet and telephone voting deadline (11:59 p.m. Eastern Time).
- 2025-05-13: Annual Shareholders Meeting (9:00 a.m. Pacific Time).
- 2025-05-19: Potential reconvening date for Annual Shareholders Meeting (9:00 a.m. Pacific Time) if technical issues arise.
- 2026-01-13: Start date for receipt of shareholder nominations or proposed items of business for the 2026 annual shareholders meeting.
- 2026-02-12: End date for receipt of shareholder nominations or proposed items of business for the 2026 annual shareholders meeting.
Keywords
shareholders meeting, proxy statement, board of directors, executive compensation, corporate governance, sustainability, director nominees, Deloitte & Touche LLP, risk oversight, energy infrastructure, Sempra
SRE
Sempra
NYSE
Sector: Utilities
Filings with Classifications
Better than expected
23 June 2025 6:56 AM
Regulatory Update
- The new Unified Tracker Mechanism (UTM) is expected to improve Oncor's earnings, cash flows, and credit metrics.
- The UTM is projected to improve Oncor's earned annual returns on equity by approximately 50 to 100 basis points.
- The mechanism allows for more timely recovery of capital investments, reducing regulatory lag compared to previous methods.
Capital raise
13 May 2025 4:20 PM
Debt Offering Announcement
- Southern California Gas Company is raising $1.1 billion through the issuance of first mortgage bonds.
- The funds are intended for general corporate purposes.
Capital raise
8 May 2025 8:07 PM
Quarterly Report
- Sempra established an ATM program providing for the offer and sale of shares of Sempra common stock having an aggregate gross sales price of up to $3.0 billion.
- Sempra entered into forward sale agreements under the ATM program with Bank of America, N.A. and Wells Fargo Bank, N.A.
Better than expected
8 May 2025 8:07 PM
Quarterly Report
- Sempra's Q1 2025 earnings attributable to common shares increased to $906 million, or $1.39 per share, compared to $801 million, or $1.27 per share, in the prior year.
Better than expected
8 May 2025 10:53 AM
Earnings Release
- Sempra's first-quarter 2025 GAAP earnings increased to $906 million ($1.39 per diluted share) from $801 million ($1.26 per diluted share) in the first quarter of 2024.
- Adjusted first-quarter 2025 earnings rose to $942 million ($1.44 per diluted share) from $854 million ($1.34 per diluted share) in 2024.
Better than expected
28 March 2025 4:14 PM
Proxy Statement
- Sempra's three-year total shareholder return far outpaced the return of the S&P 500 Utilities Index and more than tripled the returns of the S&P 500 and S&P 500 Utilities Indices since the beginning of this century (from December 31, 1999 through December 31, 2024).
Capital raise
25 March 2025 4:17 PM
Debt Offering
- San Diego Gas & Electric Company is raising $850 million through the issuance of 5.400% First Mortgage Bonds, Series CCCC, due 2035.
- The net proceeds are estimated to be approximately $842.1 million after deducting the underwriting discount but before deducting the Companys estimated offering expenses.
Worse than expected
25 February 2025 4:57 PM
Annual Report
- Earnings attributable to common shares decreased from $3.030 billion in 2023 to $2.817 billion in 2024.
- Total revenue decreased from $16.720 billion in 2023 to $13.185 billion in 2024.
Capital raise
25 February 2025 4:57 PM
Annual Report
- Sempra established an ATM program providing for the offer and sale of shares of Sempra common stock having an aggregate gross sales price of up to $3.0 billion.
- Sempra entered into a forward sale agreement under the ATM program for the sale of 2,909,274 shares of Sempra common stock.
Delay expected
25 February 2025 4:57 PM
Annual Report
- The ECA LNG Phase 1 project is expected to commence commercial operations in the spring of 2026, which is later than previously anticipated.
- The first and second trains of the PA LNG Phase 1 project are expected to commence commercial operations in 2027 and 2028, respectively, which is later than previously anticipated.
Worse than expected
25 February 2025 10:54 AM
Earnings Release
- Full-year 2024 GAAP earnings decreased compared to 2023.
- The revision of the full-year 2025 EPS guidance range to $4.30 to $4.70 may be viewed negatively.
Capital raise
21 November 2024 4:05 PM
Debt Offering
- Sempra closed a public offering of $400 million of 6.625% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 and $600 million of 6.550% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055.
- The total proceeds to Sempra from the sale of the notes were approximately $990 million, after deducting underwriting discounts but before deducting offering expenses estimated at $1.7 million.
Capital raise
6 November 2024 3:40 PM
Quarterly Report
- Sempra established an ATM program to offer and sell shares of common stock with an aggregate gross sales price of up to $3.0 billion.
- The company intends to use the net proceeds for working capital and other general corporate purposes, including to partly finance anticipated increases to its long-term capital plan and to repay outstanding commercial paper and potentially other indebtedness.
Worse than expected
6 November 2024 3:40 PM
Quarterly Report
- Sempra's third quarter earnings were worse than the same period last year due to lower revenues and higher interest expenses.
- Sempra California's earnings were worse than the same period last year due to lower income tax benefits and higher net interest expenses.
- Sempra Texas Utilities' earnings were worse than the same period last year due to lower equity earnings from Oncor Holdings.
Capital raise
6 November 2024 10:50 AM
Quarterly Report
- The company has put in place a $3 billion at-the-market (ATM) equity offering program to support general corporate purposes including its future financing needs.
Worse than expected
6 November 2024 10:50 AM
Quarterly Report
- Third-quarter 2024 GAAP and adjusted earnings were lower compared to the same period in 2023.
- The company has lowered its full-year 2024 GAAP EPS guidance range.
Capital raise
9 September 2024 4:02 PM
Debt Offering Announcement
- Sempra has raised $1.25 billion through the issuance of junior subordinated notes.
- The net proceeds to the company are approximately $1.238 billion after deducting underwriting discounts.
Capital raise
9 August 2024 4:45 PM
Debt Issuance Announcement
- Southern California Gas Company is raising $600 million through the issuance of First Mortgage Bonds.
- The net proceeds are estimated to be approximately $593.2 million after deducting the underwriting discount.
Capital raise
6 August 2024 3:48 PM
Quarterly Report
- Sempra completed an offering of 19,242,010 shares of its common stock in November 2023.
- Sempra has forward sale agreements for 17,142,858 shares of its common stock, which may be settled no later than December 31, 2024.
Worse than expected
6 August 2024 3:48 PM
Quarterly Report
- Sempra's year-to-date earnings were worse than the same period last year, primarily due to lower income tax benefits and unrealized losses on commodity derivatives.
Delay expected
6 August 2024 10:54 AM
Quarterly Report
- The Energa Costa Azul LNG Phase 1 project has experienced labor and productivity challenges, which has delayed the expected mechanical completion and first LNG to 2025, with commercial operations targeted for spring 2026.
Worse than expected
6 August 2024 10:54 AM
Quarterly Report
- Sempra's adjusted earnings for the second quarter of 2024 were lower than the same period in 2023.
- Sempra's adjusted earnings for the first six months of 2024 were also lower than the same period in 2023.
Capital raise
31 May 2024 4:02 PM
Debt Offering Announcement
- Sempra raised $500 million through the issuance of junior subordinated notes.
- The proceeds will be used for general corporate purposes.
Capital raise
7 May 2024 4:29 PM
Quarterly Report
- Sempra completed an offering of 17,142,858 shares of common stock in November 2023.
- The company expects to settle forward sale agreements related to the offering by December 31, 2024, which may result in additional cash proceeds.
- Sempra may elect cash settlement or net share settlement for all or a portion of its obligations under the forward sale agreements.
Worse than expected
7 May 2024 4:29 PM
Quarterly Report
- Sempra's earnings were worse than expected due to lower natural gas prices and unrealized losses on commodity derivatives.
- Sempra California's earnings were worse than expected due to lower CPUC base operating margin and higher interest expenses.
- Sempra Infrastructure's earnings were worse than expected due to unrealized losses on commodity derivatives and lower transportation revenues.
Worse than expected
7 May 2024 11:02 AM
Quarterly Report
- Sempra's GAAP earnings decreased from $969 million in Q1 2023 to $801 million in Q1 2024.
- Adjusted earnings also decreased from $922 million in Q1 2023 to $854 million in Q1 2024.
Better than expected
17 April 2024 4:18 PM
Proxy Statement Supplement
- Sempra achieved record revenue of $16.7B in 2023.
- GAAP EPS has grown at a 22.9% CAGR and adjusted EPS has grown at a 10.3% CAGR from 2018-2023.
- Sempra increased its five-year capital plan by 20% to $48 billion.
Better than expected
25 March 2024 8:01 AM
Proxy Statement
- Sempra's business strategy helped the company deliver a series of record financial results in 2023.
- The company's total shareholder return has outpaced the return of the S&P 500 Utilities Index during the past one, three and five years.
- Sempra California reduced methane emissions by approximately 70% from 2015 levels through 2022.
- 2023 annual bonuses were achieved at 176% of target based on performance on ABP Earnings, Safety Measures, and Sustainability Measures.
- The overall payout for the 2021-2023 LTIP awards based on relative TSR and EPS growth was 163% of target.
Capital raise
19 March 2024 4:21 PM
Debt Issuance Announcement
- San Diego Gas & Electric is raising $600 million through the issuance of first mortgage bonds.
- The net proceeds are estimated to be approximately $588.7 million after deducting the underwriting discount but before deducting the company's estimated offering expenses.
Capital raise
18 March 2024 4:40 PM
Debt Issuance Announcement
- Southern California Gas Company raised $500 million through the issuance of First Mortgage Bonds.
- The proceeds will be used for general corporate purposes.
Capital raise
14 March 2024 4:01 PM
Debt Offering Announcement
- Sempra has raised $600 million through the issuance of 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054.
- The net proceeds to the company were approximately $594 million after deducting underwriting discounts but before other expenses.
Capital raise
13 March 2024 4:08 PM
Debt Offering Announcement
- Southern California Gas Company is raising $500 million through the issuance of First Mortgage Bonds.
- The net proceeds are estimated to be approximately $492.4 million after deducting underwriting discounts.
Better than expected
27 February 2024 10:55 AM
Annual Results
- Sempra's full-year 2023 GAAP earnings of $3.03 billion were significantly better than the $2.09 billion reported in 2022.
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