8-K
SEMPRA (SRE)
8-K
2022-05-17
For: 2022-05-13
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Added on
April 02, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): | May 13, 2022 | ||||
|---|---|---|---|---|---|
| SEMPRA ENERGY | |||||
| --- | |||||
| (Exact name of registrant as specified in its charter) | |||||
| California | 1-14201 | 33-0732627 | |||
| --- | --- | --- | |||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | 488 8th Avenue, San Diego, California | 92101 | |
| --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
| Registrant's telephone number, including area code | (619) 696-2000 | ||||
| --- | --- | ||||
| (Former name or former address, if changed since last report.) | |||||
| --- | |||||
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||
| --- | --- | ||||
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: | |||
| --- | --- | --- | |||
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | |||
| Sempra Energy Common Stock, without par value | SRE | New York Stock Exchange | |||
| Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value | SREA | New York Stock Exchange | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). | ||
| --- | |||||
| Emerging growth company ☐ | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Shareholders Meeting of Sempra Energy (the “Company”) was held on May 13, 2022. At the Annual Shareholders Meeting, the Company’s shareholders:
| (1) | elected for the ensuing year all 11 of the director nominees up for election and listed below; |
|---|---|
| (2) | ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022; |
| (3) | approved, on an advisory basis, the Company's executive compensation as reported in the Company's proxy statement for the Annual Shareholders Meeting; and |
| (4) | did not approve a shareholder proposal requiring an independent board chairman. |
Below are the final voting results for each matter voted on at the Annual Shareholders Meeting, as certified by the Company’s inspector of election at such meeting.
Proposal 1: Election of Directors
| Nominees | Votes For | % of Votes Cast | Votes<br>Against | % of Votes Cast | Abstentions | Broker<br>Non-Votes |
|---|---|---|---|---|---|---|
| Alan L. Boeckmann | 256,512,064 | 98.23% | 4,614,959 | 1.77% | 284,839 | 17,236,831 |
| Andrés Conesa | 256,764,546 | 98.33% | 4,361,056 | 1.67% | 286,260 | 17,236,831 |
| Maria Contreras-Sweet | 257,817,580 | 98.73% | 3,320,022 | 1.27% | 274,260 | 17,236,831 |
| Pablo A. Ferrero | 258,691,514 | 99.07% | 2,429,382 | 0.93% | 290,966 | 17,236,831 |
| Jeffrey W. Martin | 246,452,450 | 94.68% | 13,844,179 | 5.32% | 1,115,233 | 17,236,831 |
| Bethany J. Mayer | 251,441,328 | 96.31% | 9,641,504 | 3.69% | 329,030 | 17,236,831 |
| Michael N. Mears | 259,660,076 | 99.44% | 1,453,507 | 0.56% | 298,279 | 17,236,831 |
| Jack T. Taylor | 258,107,694 | 98.84% | 3,016,997 | 1.16% | 287,171 | 17,236,831 |
| Cynthia L. Walker | 259,694,630 | 99.45% | 1,427,224 | 0.55% | 290,008 | 17,236,831 |
| Cynthia J. Warner | 252,953,722 | 97.00% | 7,816,530 | 3.00% | 641,610 | 17,236,831 |
| James C. Yardley | 259,702,590 | 99.45% | 1,425,696 | 0.55% | 283,576 | 17,236,831 |
As previously reported in the Company’s proxy statement for the Annual Shareholders Meeting, William D. Jones was not nominated to stand for re-election as a director of the Company at the Annual Shareholders Meeting. Accordingly, Mr. Jones retired as a director of the Company effective May 13, 2022.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
| Votes | % of Votes Cast | |
|---|---|---|
| Votes For | 266,651,129 | 95.79% |
| Votes Against | 11,728,336 | 4.21% |
| Abstentions | 269,228 | – |
| Broker Non-Votes | – | – |
Proposal 3: Advisory Approval of the Company’s Executive Compensation
| Votes | % of Votes Cast | |
|---|---|---|
| Votes For | 244,562,236 | 94.46% |
| Votes Against | 14,337,525 | 5.54% |
| Abstentions | 2,512,101 | – |
| Broker Non-Votes | 17,236,831 | – |
Proposal 4: Shareholder Proposal Requiring an Independent Board Chairman
| Votes | % of Votes Cast | |
|---|---|---|
| Votes For | 98,761,173 | 37.87% |
| Votes Against | 162,051,754 | 62.13% |
| Abstentions | 598,935 | – |
| Broker Non-Votes | 17,236,831 | – |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEMPRA ENERGY, | |
|---|---|
| (Registrant) | |
| Date: May 16, 2022 | By: /s/ Peter R. Wall |
| Peter R. Wall<br><br>Senior Vice President, Controller and Chief Accounting Officer |