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 12, 2017 |
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)) |
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. [ ] |
FORM 8-K
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2017 Annual Shareholders Meeting of Sempra Energy (the “Company”) was held on May 12, 2017. At the Annual Shareholders Meeting, shareholders:
(1) elected for the ensuing year all thirteen of the director nominees listed below;
(2) ratified the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2017;
(3) adopted the advisory approval of the Company’s executive compensation as reported in the Company’s proxy statement for the Annual Shareholders Meeting; and
(4) | adopted the advisory approval that the Company should conduct future advisory approvals on the Company’s executive compensation every year. |
Below are the final voting results.
Proposal 1: Election of Directors
Nominees | Votes For | % of Votes Cast | Votes Against | % of Votes Cast | Abstentions | Broker Non-Votes |
Alan L. Boeckmann | 200,623,116 | 99.65% | 709,565 | 0.35% | 479,324 | 23,122,020 |
Kathleen L. Brown | 200,284,166 | 99.48% | 1,055,822 | 0.52% | 472,017 | 23,122,020 |
Andrés Conesa | 200,792,576 | 99.75% | 495,373 | 0.25% | 524,056 | 23,122,020 |
Maria Contreras-Sweet | 200,714,390 | 99.70% | 605,068 | 0.30% | 492,547 | 23,122,020 |
Pablo A. Ferrero | 200,845,236 | 99.76% | 479,988 | 0.24% | 486,781 | 23,122,020 |
William D. Jones | 196,715,942 | 97.72% | 4,594,045 | 2.28% | 502,018 | 23,122,020 |
Bethany J. Mayer | 200,856,899 | 99.78% | 437,871 | 0.22% | 517,235 | 23,122,020 |
William G. Ouchi | 199,466,106 | 99.08% | 1,850,250 | 0.92% | 495,649 | 23,122,020 |
Debra L. Reed | 190,109,434 | 94.59% | 10,866,663 | 5.41% | 835,908 | 23,122,020 |
William C. Rusnack | 197,551,341 | 98.13% | 3,763,997 | 1.87% | 496,667 | 23,122,020 |
Lynn Schenk | 200,585,649 | 99.65% | 709,159 | 0.35% | 517,197 | 23,122,020 |
Jack T. Taylor | 200,824,788 | 99.76% | 482,751 | 0.24% | 504,466 | 23,122,020 |
James C. Yardley | 200,780,559 | 99.73% | 538,373 | 0.27% | 493,073 | 23,122,020 |
As previously reported in the Company’s proxy statement for the Annual Shareholders Meeting and in accordance with our retirement policy, William P. Rutledge was not nominated to stand for reelection as a director of the Company. Accordingly, Mr. Rutledge retired as a director of the Company effective upon the adjournment of the Annual Shareholders Meeting.
Proposal 2: Ratification of Independent Registered Public Accounting Firm
Votes | % of Votes Cast | |
Votes For | 222,475,198 | 99.11% |
Votes Against | 2,003,764 | 0.89% |
Abstentions | 455,063 | -- |
Proposal 3: Advisory Approval of our Executive Compensation
Votes | % of Votes Cast | |
Votes For | 196,770,593 | 97.91% |
Votes Against | 4,193,632 | 2.09% |
Abstentions | 847,780 | -- |
Broker Non-Votes | 23,122,020 | -- |
Proposal 4: Advisory Approval of how often Shareholders will vote on our Executive Compensation
Votes | % of Votes Cast | |
Votes For Every One Year | 181,234,385 | 90.00% |
Votes For Every Two Years | 500,465 | 0.25% |
Votes For Every Three Years | 19,635,465 | 9.75% |
Abstentions | 441,690 | -- |
Broker Non-Votes | 23,122,020 | -- |
On May 12, 2017, based on the voting results for Proposal 4 and consistent with the Company’s Board of Directors' recommendation in the Company’s proxy statement for the Annual Shareholders Meeting, the Board of Directors determined that the Company will hold a future advisory vote on the Company’s executive compensation every year until the next required vote on the frequency of future advisory votes on the Company’s executive compensation.
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 15, 2017 | By: /s/ Trevor I. Mihalik |
Trevor I. Mihalik Senior Vice President, Controller and Chief Accounting Officer | |