DEF: Sempra Invites Shareholders to 2025 Annual Meeting, Highlights Strong 2024 Performance

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.

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.

Management Changes

Corporate Governance

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

Keywords

shareholders meeting, proxy statement, board of directors, executive compensation, corporate governance, sustainability, director nominees, Deloitte & Touche LLP, risk oversight, energy infrastructure, Sempra