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

. Welcome to the 2021 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 2021 Annual Meeting of Shareholders of OGE Energy Corp. I'm Sean Trauschke, Chairman, President and CEO of OGE Energy Corp. It's my pleasure to welcome you to this meeting and to express my appreciation for your willingness to adapt to the online format we are again using this year to support the health and well-being of our shareholders, of our Board of Directors, of our management and also the communities we serve. As we get started, I would like to take a moment to thank and honor the tireless and brave employees in our company, in our community and in our country for keeping things running and doing their best to keep people safe to what can only be described as the most unprecedented year. In February, OGE celebrated the 119th anniversary of its formation, which reflects the total number of years it has provided service to its customers. As a special tribute to this anniversary, the company honored our frontline health care heroes with $100,000 donation that supported their critical efforts to care for and restore the health of those affected by the coronavirus, and we urge everyone to continue supporting their vital work. Today, we at OGE, are hosting our Annual Meeting of Shareholders and with this rich and long 119-year history, we are committed to this company, this community and this country. One of the foundational element of our culture is our focus on living safely in every aspect of our business. 2020 was a milestone in that regard. It was our second safest year on record. And with that performance, each of the last 5 years have been our safest years ever. Also in 2020, we continue to do our part to limit the spread of COVID, while keeping the electricity supply safe and reliable for our customers during this unprecedented time. I am pleased to report that our employees have risen to the challenge, adapting their work practices to ensure the safe, economic and reliable service our customers expect while protecting their own health and safety. Throughout the pandemic, we have adapted our work procedures and protocols as appropriate with our current efforts, including offering vaccinations to all employees. Our success speaks for itself. Our power generation and power delivery remain reliable and seamless, even during some of the most extreme weather events the company has ever experienced. Turning to our business up today. The agenda outline 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 22, 2021, as the record date for determining shareholders entitled to vote at this meeting. An affidavit has been delivered to the company by Broadridge Financial Solutions, confirming that materials for this meeting were mailed beginning April 5, 2021, 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, and 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 voted via telephone or Internet or mailed in their proxy card and who do not want to change their vote do not need to take any further action. If you have not yet voted or wish to change your vote, you may do so now by selecting the Voting tab on the web portal and following the instructions there at any time before the polls close. At this time, I'd like -- I'd now like to introduce Ms. Trish Horn, our Vice President of Governance and Corporate Secretary, and ask her to make 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 10:06 a.m. Central Daylight Time on May 20, 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 introduce several important guests who are virtually attending today's meeting. First, I would like to introduce our Board of Directors who are up for election. Judy McReynolds; Frank Bozich; Peter Clarke; Luke Corbett; David Hauser; Luther Luke Kissam; David Rainbolt; Mike Sanner; Sheila Talton; and Sean Trauschke. Each of these directors have been nominated for election, and we will review those votes in a few minutes. We would like to recognize 1 of our retiring directors who is retiring effective at this meeting. James H. Brandi served as a Board of Director since 2010. We want to recognize Mr. Brandi and thank him for his leadership on the Board. Best to you, Mr. Brandi. Next, I would like to introduce individuals representing Ernst & Young, who are attending virtually and have served as the company's principal independent accountants in 2020 and are recommended by the Board for ratification as the OGE's independent accountants for 2021; Adam Bahnsen, our coordinating partner; Mark Wittman, Tax Partner and Hannah Andrus, our Audit Senior Manager. Our final introduction is our representative and investor from Broadridge Financial Solutions, who is also attending virtually. [indiscernible]. A special thank you to these guests for joining in our meeting today. Returning to the business portion of the meeting, the notice of the Annual Meeting 2021 proxy statement, 2020 annual report, suppose statement, proxy card and the affidavit of mailing will be made a part of the minutes of this meeting. There are 5 items of business to be conducted 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 our & Young LLP as our principal independent accounts for 2021. Third, an advisory vote to approve named executive officer compensation. Fourth, an amendment to the Restated Certificate of Incorporation and bylaws, permitting shareholders to act by written consent. And fifth, the consideration of a shareholder proposal regarding simple majority vote. For this annual meeting, Ms. [indiscernible] with Broadridge, has been designated to act as the inspector to tabulate and certify of those represented and taken at this meeting. I will now report on the items related to the meeting provided to me by the inspector and Broadridge. First, I'll report on the number of outstanding shares and the number of shares represented at the meeting. On the record date of the meeting, March 22, 2021, and There were 200,173,981 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. Here at this meeting, represented by proxy 168,650,870 shares of common stock of OGE Energy Corp. constituting approximately 84% 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 those to me as the Corporate Secretary of the company for the corporate records.

Thank you, Trish. 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 properly come before. 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 test proxies. The first order of business is the election of 10 directors to serve until the 2022 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 2021. 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 and bylaws to provide for shareholder stack by written consent. I do want to take a moment to discuss the revision the company made to the fourth order of business. Proposal #4 that occurred after filing our original proxy statement. In light of feedback on this proposal, the Board determined to revise the originally proposed amendments to the Certificate of Incorporation to reduce the requirement percentage from a majority of the combined voting power of the company stock that is required to request a record date for the purpose of written consent to 25%. This revision was filed with the Securities and Exchange Commission on May 11, and was made available online on the OGE proxy vote website referenced in your voting materials, and was also posted online of this Virtual Meeting website under Materials tab. The Board continues to recommend a vote for Proposal #4. The fifth and final order of business is the shareholder proposal submitted by John Chevedden, owner of 100 shares of our common stock regarding simple majority voting. Mr. Chevedden notified the company yesterday that he will present this proposal. And I'll ask him to limit his remarks to less than 3 minutes. Operator, can you please up in the line to allow them to review the proposal related to simple majority vote.

This is John Chevedden. Can you hear me okay?

Yes, sir, I can. And I want to make sure I pronounce your name correctly, it' Chevedden. .

Chevedden, John Chevedden.

Well, good. I appreciate that clarification. My last name is difficult as well. So I want to make sure we pronounce the right. Thank you for that. Please proceed.

Thank you. Now Proposal 5, a simple majority vote. Trauschke requested our Board take each step necessary so that each voting requirement in our charter and bylaws that is explicit or implicit due to default the state law that calls for a greater than simple majority vote be eliminated and replaced by a requirement for a majority of the votes cast for and against such proposals or a simple majority. If necessary, this means to close a standard to a majority of the votes cast for and against such proposals. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Super majority voting requirements have been found to be 1 of 6 entrenching mechanisms that are negatively related to company performance according to what matters in corporate governance by Lucien Bebchuk of the Harvard Law School. Super majority requirements are used to block initiatives supported by most shareholders but opposed by status quo management. This proposal topic won 98% support at our 2020 Annual Meeting. In the past 2 weeks, this proposal topic has won 84% supported HollyFrontier Corporation, 89% supported Bunge Limited and 99% support at ConocoPhillips. This proposal topic also received overwhelming 99% support at the 2019 Board of Annual Meeting. Church & Dwight shareholders gave 99% support to a 2020 proposal on this same topic. The current supermajority vote requirement does not make sense. For instance, with our 80% silver majority vote requirement in the election came for an 8% shareholder approval, 117% of the shares that typically cash balance at OGE would need to vote for this approval. This 117% rule is totally unrealistic. In anticipation of an impressive show of support for this proposal topic today and a light and Governance Committee chaired by Mr. James Brandi, could have expedited adoption of this proposal topic by giving shareholders an opportunity to vote on a management version of this proposal at this annual meeting. Hence, the adoption could take place now instead of later. But Mr. Brandi is leaving the Board today with this incomplete on his record. Adopting silver majority vote can be 1 step to make the corporate governance OGE Energy, more competitive and unlock shareholder value. There should be urgency in improving our corporate governance since our stock is well below is $46 price in February of 2020. Please vote yes, simple majority vote Proposal 5.

Thank you, Mr. Chevedden. 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'll now call for vote on 5 proposals. Any shareholder who has not yet voted or desires to change their vote at this time may do so by clicking on the voting button in the lower right-hand section of the screen on the web portal and following the instructions. Again, shareholders that have voted via the Internet telephone are mailed in their proxies and who do not want to change their vote do not need to take any further action. The polls are now open and will remain open at this time to allow voting to be completed. I will pause for just a moment. [Voting]

Okay. Those votes have been recorded. I hereby declare the polls are closed and all matters are being voted on 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 votes. Actual vote totals voted for each item will be reported on the current report on Form 8-K filed with the SEC in the next 4 business days and posted on our website ogeenergy.com. As to the election of directors, as of the total votes cast, each director received more than a majority of 4 votes. As to the ratification of appointment of EY as independent auditors for 2021, approximately 99% of votes cast were voted in favor of such proposal. As to the advisory vote to approve 2020 named executive officer compensation, approximately 96% of votes cast were voted in favor of such resolution. As to the proposal for amendment of the restated certificate of incorporation and bylaws to permit actions by shareholders by written consent, approximately 66% and 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 simple majority vote, approximately 86% of the shares voted were in favor of this precatory proposal, constituting approximately 59% 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 2022 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 2021 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 and bylaws to permit shareholder action by written consent has not been approved. Finally, I hereby declare that the shareholder proposal regarding simple majority vote 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 time. 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. I'll pause a moment to see if any questions have been submitted.

Sean, I think we have a question here. I want to read this related to the matters at the meeting. Is the approval for your 2020 executive compensation in line with the voting percentages you have received in the past?

Thank you, Trish, and thank you for the question. Absolutely. Our compensation committee with [indiscernible] of our compensation consultant, established a total compensation package that ultimately ties to the performance of the company. We consistently see approval of executive compensation above 90% and we expect that to continue to be performance-based. Thank you. We're not seeing any other questions right now. If you're in the queue or you submitted a question, please include a phone number or an e-mail, we will certainly get back to you and address any questions you may have. I do want to thank you again for joining us today. During our first quarter earnings call 2 weeks ago, I talked about our solid compelling investment thesis, supported by a track record of performance. And we put in motion our vision to become a pure-play utility targeting a 5% earnings growth based off lower risk investments that will enhance our customers' experience while continuing to provide low rates and reliable service. Our success as a company is based off the values that we live every day teamwork, transparency, respect, integrity, public service and individual safety and well-being. We combine our values with a belief that diversity and inclusion makes us a stronger and more resourceful organization. We continue to lead, by example, as good stewards of our environment and support our communities. On the environmental front, we lead the industry in reducing emissions since 2005, and we're not done. We continue to make additional commitments going forward. As this past year of significant challenges, as highlighted, OGE is deeply connected to our communities and will work closely to support them through the financial contributions we've given to community organizations and the many, many hours, our members of volunteer. Our company is strong. And while COVID and extreme weather presented challenges, it is important to understand that we have always been determined to do more than simply manage the downturn, but instead set our sights on excelling through the recovery. So I want to thank you all again for joining us today. Thank you for your interest in OGE Energy Corp. And just as we are doing every day, please take care of yourselves and those around you. We are adjourned.