OGE Energy Corp. (OGE) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting of Shareholders for OGE Energy Corp. Our host for today's call is Sean Trauschke, Chairman, President and Chief Executive Officer of OGE Energy Corp. [Operator Instructions] I will now turn the call over to your host, Mr. Sean Trauschke.

Good morning. Thank you for joining us for the 2020 Annual Meeting of Shareholders of OGE Energy Corp. I'm Sean Trauschke, Chairman, President and CEO of OGE Energy Corp. And it's my pleasure to welcome you today to this meeting and to express my appreciation for your willingness to adapt to the online format we are using this year to support the health and wellbeing of our shareholders, Board of Directors, management and the communities in which we serve. As we get started, I'd first like to stop and take a moment to thank and honor the tireless and brave members in our company, our community and our country, keeping things running and doing the best to keep people safe during these challenging times, and in the case of our health care workers to care for and restore the health of those affected by the coronavirus. Thank you to all of them. Today, we, at OGE, are hosting our 118th Annual Meeting of Shareholders. With this rich and long history, we are committed to this company, this community and this country. According to our normal procedure, we start all meeting safety moment, and we're committed to safety in every aspect of our business. Today, our virtual meeting itself is an example of our safety mission. We're doing our part to stop the spread of the COVID-19 virus by taking specific and additional safety precautions with our critical plant and field employees, conducting virtual meetings throughout our company, deploying work from home and remote locations where needed and other measures aimed at protecting our members and customers. We're keeping our electricity supply safe and reliable for our customers during an uncertain time. I am pleased to report that our members have risen to the challenge and are adapting work practices to continue to provide safe, economic and reliable service to our customers, while protecting our workers own health and safety. The agenda outlined is reflected on the screen, and the full agenda is posted on the web portal. The rules of conduct that govern this meeting are also available on the web portal. Our Board of Directors set March 23, 2020, as the record date for determining shareholders entitled to vote at this meeting. An Affidavit has been delivered to the company by Broadridge Financial Services, confirming that materials for this meeting were mailed beginning April 8, 2020, to all identified shareholders as of the record date, and that the relevant documents were made available electronically to shareholders via the Internet. The list of shareholders is being made available during this meeting via the web portal, pursuant to state law. Our inspector of election informs us that a quorum of shareholders is present either by proxy or by online attendance for the purpose of transacting business. Most, if not all of you have likely already voted. Shareholders who mailed in their proxy, voted via telephone or Internet and who do not want to change their vote, do not need to take any further action. If you've not yet voted or wish to change your vote, you may do so now by clicking on the orange voting button on the web portal and following the instructions there at any time before the polls close. At this time, I would like to now introduce Ms. Horn, our Vice President of Governance and Corporate Secretary, and ask her to make the introductions of our guests and begin the meeting.

Thank you, Mr. Trauschke. And welcome, everyone. Thank you for joining us today. As is our custom, we will conduct the business portion of our meeting and then have a period at the end of the meeting to answer questions from shareholders related to the meeting items. In keeping with the digital approach to this year's meeting, it is now shortly after 10:04 a.m., Central Daylight Time on May 21, and this meeting is officially called to order. A proxy statement and related materials for the business portion of this meeting have been made available to all shareholders. I would now like to turn and introduce several important guests who are virtually attending today's meeting. First, I would like to introduce our Board of Directors: Frank Bozich; James Brandi; Peter Clarke; Luke Corbett; David Hauser; Judy McReynolds; David Rainbolt; Michael Sanner; Sheila Talton; and Sean Trauschke. Next, I would like to introduce those individuals representing Ernst & Young, who are attending virtually and have served as the company's principal independent accountants in 2019 and are recommended by the Board for ratification as OGE's independent accountants for 2020. Mark Wood, Adam Bahnsen, Mark Whitman and Hannah Andrus. Our final introduction is our representative and inspector from Broadridge Financial Solutions, who is also attending virtually. Mr. [ Sean Kerley ]. A special thank you to these guests for joining in our meeting today. Returning to the business portion of the meeting. The notice of this annual meeting, the 2020 proxy statement, the 2019 annual report, the proxy card and the affidavits mailing will be made a part of the minutes of this meeting. There are 5 items of business to be conducted today at this meeting. First, the election of 10 directors to serve for a 1-year term on the Board of Directors of OGE Energy Corp. Second, the ratification of the appointment of Ernst & Young as our principal independent accountants for 2020. Third, an advisory vote to approve named executive officer compensation. Fourth, an amendment to the restated certificate of incorporation to eliminate supermajority voting provisions. And fifth, the consideration of a shareholder proposal regarding written consent. For this annual meeting, Mr. Kerley with Broadridge has been designated to act as the inspector to tabulate and certify the votes represented and taken at this meeting. I will now report on the items related to the meeting provided to me by the inspector in Broadridge. First, I will report on the number of outstanding shares and the number of shares represented at this meeting. On the record date, which was March 23, 2020, there were 200,169,431 shares of common stock of OGE Energy Corp., outstanding and entitled to vote at this meeting. Each share of common stock is entitled to 1 vote. There are here at this meeting, represented by proxy, 166,819,710 shares of common stock of OGE Energy Corp, which constitutes approximately 83% of the outstanding shares of voting stock of OGE Energy. Any additional proxies that were delivered to the company's New York agent this morning and any votes placed at this meeting prior to the closing of the polls will be included and voted as directed. All voting numbers announced today are the preliminary votes received prior to the meeting. And the final votes will be tabulated, and the inspector will then certify and provide these to me as the Corporate Secretary of the company for the corporate record.

Thank you, Ms. Horn. This meeting has been regularly called. Proper notice has been given, a quorum is present either by proxy or online at this annual meeting. And the meeting is duly constituted for the transaction of any and all business that may be properly come before it. We will now proceed with the presentation of each of the items of business. The individuals named on the proxy cards will vote all shares represented by proxy pursuant to the directions and such proxies. The first order of business is the election of 10 directors to serve until the 2021 Annual Meeting of Shareholders and until their successors are elected and qualified. In accordance with the procedures set forth in OGE Energy's bylaws, each of the nominees have been duly nominated. Since the company has received no notice of other nominations as required under its bylaws, the nominations are closed. The second order of business is the proposal to ratify the appointment of Ernst & Young LLP as our principal independent accountants for 2020. The third order of business is the advisory vote to approve the named executive officer compensation. The fourth order of business is the proposal for the amendment of the restated certificate of incorporation to eliminate supermajority voting provisions. The fifth and final order of business is the shareholder proposal submitted by John Chevedden, owner of 100 shares of our common stock, regarding allowing shareholders to act by written consent. Mr. Chevedden notified the company yesterday that his authorized representative, Mr. [ Glenn Baty ], will present his proposal. I will ask [ Mr. Baty ] to limit his remarks to less than 3 minutes. Operator, can you please open up the line to allow [ Mr. Baty ] to review the proposal related to the written consent.

This is [ Glenn Baty ].

[ Mr. Baty ], we can hear you. Please feel free to proceed.

Okay. Proposal 5, adopt a mainstream shareholder right written consent, John Chevedden sponsor. Shareholders request that our Board of Directors take the steps necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. Taking action by written consent in place of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director. Hundreds of major companies enable shareholder action by written consent. Many of these companies also enable shareholders to call a special meeting. OGE Energy shareholders have neither right. A shareholder right to act by written consent is a more valuable right for shareholders than the shareholder right to call a special meeting. This proposal topic won majority shareholder support at 13 large companies in a single year. This included 67% support at both Allstate and Sprint. This proposal topic would have received a still higher vote than 67% at Allstate and Sprint if more shareholders had access to independent proxy voting advice. This is an additional proposal to approve the governance of our company in the spirit of the 2019 shareholder proposal for a simple majority vote -- vote standard in shareholder elections, which received 84% support from OGE Energy shareholders. It is important to adopt this proposal to make up for the absence of a single majority vote standard at OGE instead of an 80% vote standard. The right for shareholders to act by written consent is gaining acceptance as a more important right than the right to call a special meeting. This seems to be true. This seems to be the conclusion of the Intel Corporation shareholder vote at the 2019 Intel Annual Meeting. The directors at Intel apparently thought they could divert shareholder attention away from written consent by making it easier for shareholders to call a special meeting. However, Intel shareholders responded with greater support for written consent in 2019 compared to 2018. The Bank of New York Mellon Corporation said it adopted written consent in 2019 following a 45% vote for a written consent shareholder proposal. This proposal topic also won 63% support at Cigna in 2019. At Capital One Financial Corporation support for this topic increased from 44% in 2017 to 56% in 2019. Please vote yes, adopt a mainstream shareholder right written consent, proposal 5. Thank you.

Thank you [ Mr. Baty ]. As -- for reasons clearly outlined in the proxy statement, your Board of Directors recommends voting against this proposal. That completes the review of the items of business for today's meeting. I will now call for a vote on the 5 proposals. Any shareholder that has not yet voted or desires to change their vote at this time may do so by clicking on the orange voting button in the lower right-hand section of the screen on the web portal and following those instructions. Again, shareholders that have mailed in their proxies, voted via the Internet, telephone do not -- or who do not want to change their vote, do not need to take any further action. The polls are now open, and we will remain open to allow voting to be completed. I'll pause for just a moment. [Voting]

I see no additional voting is being reported. I hereby declare the polls are closed and all matters being voted upon by the shareholders. I will now ask Ms. Horn to report on the preliminary voting results.

Thank you, Sean. I will now proceed with my preliminary report on the vote. Actual vote totals voted for each item will be reported on the current form on Form 8-K filed with the SEC in the next 4 business days and posted on our website, ogeenergy.com. For the preliminary results. As to the election of directors, as of the total votes cast, each director received between 96% and 98% of the votes. As to the ratification of appointment of EY as independent auditors for 2020, approximately 98% of the votes cast were voted in favor of such proposal. Relating to the advisory vote to approve 2019 named executive officer compensation, approximately 95% of votes cast were voted in favor of such resolution. As to the proposal for amendment of the restated certificate of incorporation to eliminate supermajority voting provisions, approximately 66% of the outstanding shares were voted in favor of such proposal, constituting less than 80% of the outstanding shares of the company's common stock. And finally, as to the shareholder proposal for allowing shareholders to act by written consent, approximately 79% of the shares voted were in favor of this precatory proposal, constituting approximately 53%, again, 53% of the outstanding shares of the company's common stock. That concludes my report on the preliminary voting results. Sean?

Thank you, Trish. In light of the vote on these matters, I declare that all of the 10 nominees have been duly elected as directors of OGE Energy to serve until the 2021 Annual Meeting of Shareholders and until their successors are elected and qualified. I also declare that the ratification of the appointment of Ernst & Young LLP as our principal independent accountants for 2020 and the named executive officer compensation, have both been approved. On the fourth agenda item, I hereby declare that the amendment of the restated certificate of incorporation to eliminate supermajority voting provisions has not been approved. And finally, I hereby declare that the shareholder proposal regarding allowing written consent received more than a majority of the votes cast but far less than the 80% of the outstanding shares that would be required to implement this provision. This concludes the formal business portion of the meeting. As no other matters have been properly submitted for consideration at this meeting, I accordingly declare that this meeting is formally adjourned. We will now have the time for questions and answers related to the matters presented at this meeting.

We do have a question. Question was, how is COVID-19 affecting your business? The COVID crisis has certainly impacted and continues to impact our communities. Our top priority continues to be to protect our employees and their families as well as our customers and communities. We're taking all the precautionary measures as directed by health authorities and local and national governments. We're monitoring the outbreak. And obviously, recognizing that further changes may be required to help ensure the health and safety of all the communities in which we serve. With respect to customers, from the outset, we have taken decisive action to help our customers. We've suspended disconnects for nonpayments. We're making flexible payment arrangements for residential and small business customers impacted by this situation, but we're also engaging in the community. And one example is this, we made a significant donation to the Meals on Wheels program to basically enable local restaurants to bring back workers to prepare meals. So those meals using the -- could be delivered via the Meals on Wheels infrastructure to homebound seniors and other families impacted by job loss. This is one of the many things we're doing in our community to kind of help those in need. The other thing that has come up, a related question was, when was our last in-person Board meeting? Obviously, we had a Board meeting this month. We had a Board meeting in April via telephone during the crisis. Our last official in-person Board meeting was in February of -- end of February. Another question we received is with regard to the selection of directors and that process we go through. That is clearly outlined in our proxy, the process we go through. And I would just close with saying that it is a full engagement of the entire Board in the selection of those directors. We do have a -- another question with regard to dividend policy, growth policy. And our -- and the question is, is there a scenario where a projected decrease in the dividend might be considered? Our goal is to continue to increase the growth of earnings of our company and the dividend of our growth -- dividend of our company. We are an investment-grade A-rated entity. And obviously, this is a discussion we have annually with your Board of Directors. But at this time, we do not see any scenario that would cause us to change our dividend policy. Seeing no additional questions at this time, we'll conclude this webcast. If anyone feel they submit a question or it was not addressed, please reach out to us at our Investors tab on our website at ogeenergy.com. Again, that's ogeenergy.com under the Investors tab. We certainly look forward to communicating with you. Thank you again for joining us today. And thank you for your interest in OGE Energy Corp. Just as we're doing every day, please take care of yourself and those around you. Thank you, and we're adjourned.