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 9, 2019 | |
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SEMPRA ENERGY
(Exact name of registrant as specified in its charter)
| CALIFORNIA | 1-14201 | 33-0732627 | ||
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| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 488 8th AVENUE, SAN DIEGO, CALIFORNIA | 92101 | |||
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| (Address of principal executive offices) | (Zip Code) | |||
| Registrant’s telephone number, including area code | (619) 696-2000 | |
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(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. [ ]
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of Each Class | Trading Symbol |
Name of Each Exchange on Which Registered | ||
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| Sempra Energy Common Stock, without par value |
SRE | NYSE | ||
| Sempra Energy 6% Mandatory Convertible Preferred Stock, Series A, |
SRE.PRA | NYSE | ||
| Sempra Energy 6.75% Mandatory Convertible Preferred Stock, Series B, |
SRE.PRB | NYSE | ||
FORM 8-K
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2019 Annual Shareholders Meeting of Sempra Energy (the “Company”) was held on May 9, 2019. 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 2019; |
| (3) | adopted by a majority of votes cast the advisory approval of the Company’s executive compensation as reported in the Company’s proxy statement for the Annual Shareholders Meeting; |
| (4) | approved by a majority of votes cast the Company’s 2019 Long-Term Incentive Plan; and |
| (5) | rejected a shareholder proposal requiring an independent board chairman. |
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 |
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Alan L. Boeckmann |
221,027,286 | 99.78 | % | 486,356 | 0.22 | % | 339,016 | 22,284,602 | ||||||||||||||||
| Kathleen L. Brown |
220,832,180 | 99.68 | % | 715,218 | 0.32 | % | 305,260 | 22,284,602 | ||||||||||||||||
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Andrés Conesa |
220,908,098 | 99.74 | % | 577,764 | 0.26 | % | 366,796 | 22,284,602 | ||||||||||||||||
| Maria Contreras-Sweet |
221,002,321 | 99.75 | % | 543,322 | 0.25 | % | 307,015 | 22,284,602 | ||||||||||||||||
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Pablo A. Ferrero |
221,009,501 | 99.78 | % | 494,734 | 0.22 | % | 348,423 | 22,284,602 | ||||||||||||||||
| William D. Jones |
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216,265,481 |
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97.62 | % | 5,270,807 | 2.38 | % | 316,370 | 22,284,602 | ||||||||||||||
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Jeffrey W. Martin |
211,364,313 | 95.72 | % | 9,452,737 | 4.28 | % | 1,035,608 | 22,284,602 | ||||||||||||||||
| Michael N. Mears |
220,679,116 | 99.63 | % | 817,112 | 0.37 | % | 356,430 | 22,284,602 | ||||||||||||||||
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William C. Rusnack |
214,897,085 | 97.00 | % | 6,642,070 | 3.00 | % | 313,503 | 22,284,602 | ||||||||||||||||
| Lynn Schenk |
219,687,594 | 99.16 | % | 1,869,351 | 0.84 | % | 295,713 | 22,284,602 | ||||||||||||||||
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Jack T. Taylor |
220,939,463 | 99.73 | % | 609,055 | 0.27 | % | 304,140 | 22,284,602 | ||||||||||||||||
| Cynthia L. Walker |
220,968,996 | 99.73 | % | 594,446 | 0.27 | % | 289,216 | 22,284,602 | ||||||||||||||||
| James C. Yardley |
221,073,521 | 99.80 | % | 432,647 | 0.20 | % | 346,490 | 22,284,602 | ||||||||||||||||
Proposal 2: Ratification of Independent Registered Public Accounting Firm
| Votes | % of Votes Cast | |||||||
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Votes For |
237,656,411 | 97.50 | % | |||||
| Votes Against |
6,103,792 | 2.50 | % | |||||
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Abstentions |
377,057 | — | ||||||
Proposal 3: Advisory Approval of our Executive Compensation
| Votes | % of Votes Cast | |||||||
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Votes For |
211,337,925 | 95.62 | % | |||||
| Votes Against |
9,675,994 | 4.38 | % | |||||
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Abstentions |
838,739 | — | ||||||
| Broker Non-Votes |
22,284,602 | — | ||||||
Proposal 4: Approval of our 2019 Long-Term Incentive Plan
| Votes | % of Votes Cast | |||||||
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Votes For |
210,814,158 | 95.38 | % | |||||
| Votes Against |
10,213,159 | 4.62 | % | |||||
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Abstentions |
825,341 | — | ||||||
| Broker Non-Votes |
22,284,602 | — | ||||||
Proposal 5: Shareholder Proposal Requiring an Independent Board Chairman
| Votes | % of Votes Cast | |||||||
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Votes For |
94,518,242 | 42.76 | % | |||||
| Votes Against |
126,505,187 | 57.24 | % | |||||
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Abstentions |
829,229 | — | ||||||
| Broker Non-Votes |
22,284,602 | — | ||||||
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 13, 2019 | By: /s/ Peter R. Wall | |
| Peter R. Wall Vice President, Controller and Chief Accounting Officer | ||