UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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SEMPRA ENERGY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Sempra Energy 2020 Notice of Annual Shareholders Meeting and Proxy Statement May 5, 2020 Newport Beach, California

March 19, 2020

Dear fellow shareholders:

We are pleased to invite you to attend our Annual Shareholders Meeting at Balboa Bay Resort in Newport Beach, California. The meeting is being held at 9 a.m. Pacific Time, on May 5, 2020. Enclosed are the meeting notice, related proxy statement and proxy card.

In 2019, we made great progress on our mission to become North America’s premier energy infrastructure company. We sharpened our strategic focus on the most attractive markets in North America, simplified our business model and strengthened our balance sheet. Today, we are delivering cleaner and more affordable energy in California, Texas, Mexico, and, through our LNG business, to global markets. Importantly, we are delivering energy with purpose, with a focus on positively impacting the communities we serve.

This year’s Annual Shareholders Meeting will focus on the shareholder meeting business items outlined in the enclosed meeting notice and will not include a separate business update. For information about our business, we encourage you to review our 2019 Annual Report to Shareholders, which is available on the Internet at www.astproxyportal.com/ast/Sempra.

Please review the enclosed materials and promptly vote your shares. As in past years, you can vote in advance of the meeting in any one of the following ways: (1) by completing, signing, dating and returning the enclosed proxy or voting instruction card; (2) by telephone; or (3) via the Internet.

In reviewing the materials, you will note that directors William C. Rusnack and Lynn Schenk, who have served on our board since 2001 and 2008, respectively, have attained the age of 75 and, in keeping with our policy, have not been nominated to stand for re-election in 2020. Two highly qualified directors joined our board in 2019:

Bethany J. Mayer, Executive Partner with Siris Capital Group LLC; and

Cynthia J. Warner, President and Chief Executive Officer of Renewable Energy Group, Inc.

We appreciate your vote and your continued investment in Sempra Energy.

Sincerely,

Jeffrey W. Martin

Chairman and CEO

March 19, 2020

Dear fellow shareholders:

2019 was a transformative year for Sempra Energy. Your board of directors provided important strategic direction on, and oversight of, the company’s efforts to simplify its business model and focus on investments that serve its strategic mission here in North America, with the intent of achieving attractive risk-adjusted returns and value for stakeholders.

The company’s corporate governance policies guide the board in its oversight of the company’s business activities. The board also reviews the company’s business plans, performance and succession planning and oversees risk management, including risks related to, among other areas, strategy, finance, legal, operations, regulatory activities, climate change and compliance. As directors, we are serious about our responsibility to our shareholders and to help ensure that the company stays true to its values and operates with a high standard of ethics.

We have found our shareholder engagement program to be a valuable tool in obtaining input from our shareholders. It allows us to get direct feedback on key topics, including company performance, governance, board composition, executive compensation and environmental and sustainability matters. In 2019, for example, we reached out to holders of approximately 60% of our common stock. We carefully review and consider shareholder feedback in our decision-making processes as an important part of our corporate governance practices.

Another key element of our board’s governance policies is our independent Lead Director role. This role includes robust and meaningful responsibilities that shape the board’s functions and activities. I am honored to have assumed this role in 2019, and I am eager to continue to serve in this capacity as the company works to achieve its vision of delivering energy with purpose.

The company is especially proud of the diversity on its board and throughout its workforce. Nine of 15 (or 60%) of our directors are women and/or people of color. Diversity of race and gender, as well as diversity of background, experience and skill set, are important factors we consider when identifying board candidates because we know that diverse perspectives and experiences lead to better decisions for our business. Sempra Energy is committed to fostering a high-performance culture throughout all levels of the organization, and we believe a focus on diversity and inclusion is central to that effort.

On behalf of your board of directors, we are committed to contributing our collective experience and skills to act in the best interests of the company and our shareholders. Thank you for your investment in Sempra Energy.

Sincerely,

William D. Jones

Lead Director

Table of Contents

Corporate Governance

Our business and affairs are managed and all corporate powers are exercised under the direction of our Board of Directors. The board establishes fundamental corporate policies and oversees the performance of the company as well as our Chairman and Chief Executive Officer and the other officers to whom the board has delegated authority to manage our day-to-day business operations.

The board has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions, and other policies for the company’s governance. It also has adopted a Code of Business Conduct and Ethics for Directors and Senior Officers, which applies to each member of the Board of Directors of Sempra Energy and to each officer of Sempra Energy, SDG&E and SoCalGas. Officers also are subject to our Code of Business Conduct, which applies to all employees of Sempra Energy and any subsidiary or other entity as to which Sempra Energy has majority ownership and control. Several standing and ad hoc committees assist the board in carrying out its responsibilities. Each standing committee operates under a written charter adopted by the board.

Our Corporate Governance Guidelines, standing committee charters, including our Audit, Compensation, and Corporate Governance Committee charters, Code of Business Conduct and Ethics for Directors and Senior Officers and Code of Business Conduct that applies to all employees are posted on our website at www.sempra.com under the “Investors” and “Governance” tabs. Paper copies may be obtained upon request by writing to our Corporate Secretary at Sempra Energy’s principal executive offices at 488 8^th Avenue, San Diego, California 92101.

Board of Directors

Functions

In addition to its general oversight role, our Board of Directors performs a number of specific functions, including, among others:

Leadership Structure

The Board of Directors retains the flexibility to determine, from time to time on an ongoing basis, whether the offices of Chief Executive Officer and Chairman of the Board should be combined or separated and whether an independent director should serve as Chairman. This flexibility permits the board to organize its functions and conduct its business in a manner it deems most effective in then-prevailing circumstances, and to select the individual it considers to be best-suited to serve as Chairman at any particular time. The independent directors have historically evaluated and reconsidered the board’s leadership structure on an annual basis and expect to continue to do so.

In March 2018, Debra L. Reed announced to the board her retirement as President and Chief Executive Officer effective May 1, 2018 and as Chairman effective December 1, 2018. The board appointed Jeffrey W. Martin as Chief Executive Officer and a director effective May 1, 2018. The board subsequently evaluated our leadership structure and, after extended deliberations, announced in September 2018 that it had determined it would be in the best interests of the company and its shareholders to continue to combine the roles of Chief Executive Officer and Chairman and elected Mr. Martin as Chairman of the Board effective December 1, 2018. Consistent with its historical practice, the independent directors conducted a thorough evaluation of the board’s leadership structure again in 2019. In this evaluation, the directors considered, among other factors, Mr. Martin’s skills and qualifications and his contributions as a director and performance as Chairman since his appointment to those roles. Mr. Martin is a 15-year employee of the Sempra Energy family of companies with an outstanding career of achievement, as well as extensive industry experience. Mr. Martin also has significant

Corporate Governance

experience working with and adhering to the rules established by the CPUC, the principal regulator of our California utilities. He has used his experience to contribute to the board additional and valuable perspectives on, among other topics, business development, mergers and acquisitions, investor relations, succession planning and regulated utilities. In addition, the independent directors considered feedback from our shareholders obtained in our 2019 shareholder outreach program described below, the valuable experience Mr. Martin has accumulated serving in both the Chief Executive Officer and Chairman roles, with over 15 months of service in both roles and nearly two years of service as our Chief Executive Officer (as of the date of mailing this proxy statement), and the company’s performance throughout Mr. Martin’s 15-month (through the end of February 2020) tenure holding both roles, during which our stock price rose by 21.3%. As a result of these and other factors, the independent directors believe combining these roles continues to best serve the interests of Sempra Energy and our shareholders.

Mr. Martin’s service as Chairman allows him to act as a bridge between the board and the operating organization and provide critical leadership for future strategic initiatives and challenges. In addition, his involvement in our day-to-day operations affords him with in-depth knowledge of the issues, opportunities and challenges facing our company, which enables him to help focus our directors’ time and attention on the company’s most critical matters, while concurrently incorporating the board’s goals, strategies and initiatives for our company directly into the management of our businesses. Moreover, pursuant to our Corporate Governance Guidelines, during periods in which we do not have an independent Chairman, the independent directors must select annually an independent director to serve as the Lead Director. If an independent Lead Director is appointed, the role has broad powers and responsibilities that are similar to those of an independent Chairman. William D. Jones was appointed in 2019 to serve as our independent Lead Director. Prior to that, William C. Rusnack served as independent Lead Director.

The position and role of the independent Lead Director is intended to provide board leadership where the roles of a combined Chairman and Chief Executive Officer may be in conflict. It is also intended to expand lines of communication between the board and members of management. It is not intended to reduce the free and open access and communications that each independent director has with other directors and members of management. Our robust independent Lead Director role includes the following functions and responsibilities:

We conducted an extensive shareholder outreach program in 2019 regarding our board leadership structure and various other matters, in which we contacted shareholders representing approximately 60% of our total outstanding shares of common stock and we engaged with holders of approximately 42% of our outstanding shares of common stock. Most of the shareholders with whom we engaged in this program indicated no preference for an independent Chairman as long as the independent Lead Director has significant duties, as is the case at Sempra Energy, and fewer than one-third of the shareholders with whom we engaged indicated a preference for the Chief Executive Officer and Chairman roles to be separated.

Corporate Governance

The Board of Directors believes that its independence and oversight of management and company risks are maintained effectively through this flexible leadership structure, the board’s composition, which currently includes an independent Lead Director with a robust role and 12 additional independent directors, and sound corporate governance policies and practices. In addition, the board believes that our company and our shareholders currently are best served by combining the Chief Executive Officer and Chairman of the Board roles because Mr. Martin’s service as a bridge between management and the board enables enhanced board functionality and more effective implementation by management of the board’s priorities, and his leadership in both roles has produced strong returns to date.

Director Independence

The Board of Directors determines the independence of each of our directors by applying the independence standards established by the NYSE. These provide that a director is independent only if the board affirmatively determines that the director has no direct or indirect material relationship with the company. They also identify various relationships that preclude a determination of director independence. Material relationships may include, depending on the circumstances, commercial, industrial, banking, consulting, legal, accounting, charitable, family and other business, professional and personal relationships.

Applying these standards, the board annually reviews and determines the independence of each of the company’s directors and director nominees. In its most recent review, the board considered, with respect to the company’s directors and director nominees other than Jeffrey W. Martin, who is an executive officer of the company, among other things: each director’s affiliations, including directorships, employment or other service, significant ownership or any of the foregoing relationships of a director’s immediate family members, with organizations with which Sempra Energy or any of its subsidiaries or other entities as to which it has majority ownership does business; the absence of any employment relationships between the company and its current directors and nominees and their immediate family members; the absence of any of the other specific relationships that would preclude a determination of independence under NYSE independence standards; the absence of any affiliation of the company’s directors or their respective immediate family members with the company’s independent registered public accounting firm, compensation consultants, legal counsel or investment bankers; the absence of any transactions with directors and members of their families that would require disclosure in this proxy statement under Securities and Exchange Commission (SEC) rules regarding related person transactions; and the modest amount of our discretionary contributions to non-profit organizations with which some of our directors or their immediate family members may be associated. In assessing the materiality of director relationships, the board broadly considers all relevant facts and circumstances both from the standpoint of the director and also from that of persons or organizations with which the director has an affiliation.

Based upon this review, the board has affirmatively determined that each of the following non-employee directors, each of whom is a director nominee standing for re-election at the Annual Shareholders Meeting, is independent.

Based upon its review, the board also has affirmatively determined the independence of William C. Rusnack and Lynn Schenk, each of whom is currently a director but, in keeping with our retirement policy, has not been nominated to stand for re-election as a director in 2020.

Due to her prior service as an executive officer of the company, the board determined that Bethany J. Mayer, who is a non-employee director, is not an independent director under the NYSE independence standards.

Director Share Ownership Guideline

The board has established a director share ownership guideline to further strengthen the link between director and shareholder interests. For non-employee directors, the guideline is ownership of a number of our shares having a value of five times the directors’ annual base retainer of $85,000, resulting in an ownership guideline equal to $425,000. For these purposes, share ownership includes phantom shares into which compensation has been deferred, restricted stock units and the vested portion of certain in-the-money stock options, as well as shares owned directly. The Compensation Committee annually reviews adherence to this guideline, which is expected to be attained within five years of becoming a director. Following its review in 2019, the Compensation Committee determined that all of our non-employee directors who have been on the board for at least five years meet or exceed the guideline.

Corporate Governance

The board has also established executive officer share ownership requirements. For information about these requirements, please see “Executive Compensation—Compensation Discussion and Analysis—Share Ownership Requirements.”

Board, Committee and Shareholder Meetings

At regularly scheduled board and committee meetings, directors review and discuss management reports regarding the company’s performance, prospects and plans, as well as significant opportunities and material risks facing the company and other matters the board considers necessary to carry out its responsibilities. At least once a year, the board reviews management’s long-term strategic and financial plans, including an annual detailed and comprehensive strategy discussion. The Chairman of the Board or, in certain circumstances as described in “Leadership Structure” above, the independent Lead Director presides over each board meeting.

The Chairman of the Board proposes the agenda and schedule for each board meeting to the independent Lead Director, who then reviews and modifies or approves it. Committee agendas and schedules are set by or in consultation with the committee chair and with the approval of the independent Lead Director. All directors are encouraged to propose agenda items, and any director also may raise at any meeting subjects that are not on the agenda.

Information and other materials important to understanding the business to be conducted at each board and committee meeting, to the extent available, are distributed in writing to the directors in advance of the meeting. Additional information may be presented at the meetings.

At executive sessions, the independent directors convene without the presence of any members of management to discuss issues such as succession planning, Chief Executive Officer performance and compensation, executive development, board performance and other matters deemed relevant. An executive session is held at each regular board meeting, and any director may call for an executive session at any board meeting. The independent Lead Director presides over executive sessions.

During 2019, the board held eight meetings and committees of the board collectively held 41 meetings. Directors, on an aggregate basis, attended 96% of the combined number of these meetings. Each incumbent director attended at least 75% of the combined number of meetings of the board and each committee of which the director was a member (in each case during the periods when he or she was a member).

The board expects that each director will attend the Annual Shareholders Meeting in person. Twelve members of the board attended our 2019 Annual Shareholders Meeting.

Evaluation of Board and Director Performance

The Corporate Governance Committee annually reviews and evaluates the performance of the Board of Directors in a number of categories, including board oversight, leadership, composition and independence, conduct of meetings and committees. In this review, the Corporate Governance Committee assesses the board’s performance as a whole and identifies areas in which the board or senior management believes performance could improve. The purpose of the review is to increase the effectiveness of the board, and the results are reviewed with the board and its committees. The results also are considered in connection with board refreshment efforts. In addition, each standing committee, other than the Executive Committee, conducts an annual self-evaluation, in accordance with its charter.

As illustrated below, the board also conducts an annual peer evaluation by which each director is afforded the opportunity to comment anonymously on each other board member’s performance. In order to help ensure the objectivity and integrity of this process, an outside law firm is engaged every year to conduct the peer review portion of this evaluation and compile the results.

Corporate Governance

Our board annually reviews the individual performance and qualifications of each director who may wish to be considered for nomination for election for an additional term. The evaluations are reviewed by the Corporate Governance Committee, which makes recommendations to the board regarding nominees to stand for election as directors. Our board appreciates the importance of critically evaluating directors and their contributions to the board in connection with the re-nomination decision, including their collective skills, qualifications and experience, feedback from the annual board evaluation, and individual performance, attendance, participation, independence and outside board and other affiliations.

The Board’s Role in Risk Oversight

Our businesses invest in, develop and operate energy infrastructure, and provide electric and gas services to customers in North America. These businesses include regulated electric and natural gas transmission and distribution utilities as well as businesses that develop LNG liquefaction facilities for the export of LNG worldwide and that construct and operate natural gas and liquefied petroleum gas pipelines in the United States and Mexico and liquid fuels storage terminals in Mexico. Risks are inherent in these businesses, including safety and operational risks, regulatory and compliance risks, cybersecurity risks, climate risks, business and financial risks and reputational risks.

The board, in cooperation with management, has developed an integrated risk management framework to assess, prioritize, manage and monitor risks across the company’s operations. Sempra Energy’s board has ultimate responsibility for risk oversight under this framework. Consistent with this approach, our Corporate Governance Guidelines provide that the specific functions of the Board of Directors include assessing and monitoring risks and risk management strategies.

The board believes that risk stretches far beyond any one committee. As a result, the board has diversified its risk oversight responsibilities across its membership, housing categories of risk oversight within board committees by topic. For example, the responsibilities of the board’s Environmental, Health, Safety and Technology Committee include issues affecting the environment and the committee is regularly briefed on the company’s progress on environmental and sustainability matters. This committee also oversees the company’s overall safety policies, reinforcing our strong commitment to safety. Additionally, this committee oversees cybersecurity and other information technology risks and keeps abreast of technology advancements of importance to our business. In addition, the board may form ad hoc committees to manage and oversee certain risks. Any risk oversight that does not fall within the responsibility of a particular committee remains with the full board. The committee chairs report to the full board regarding their respective committee’s risk oversight role at each board meeting.

The board and its appropriate committees periodically review and evaluate the material risks we face. In addition, a review of Sempra Energy’s major risks and mitigation strategies is presented by senior management to the full board annually. The board also reviews and monitors strategic, financial and operating plans that are intended to support sustainable long-term growth and tolerate what the board believes is an acceptable level of risk. Each of our principal operating units is responsible for identifying and moderating risk in a manner consistent with these goals. The board fulfills its risk oversight function through the review of reports provided both directly to the board and to appropriate board committees, discussions with management, appointment of outside experts, selection of director candidates with diverse experience and qualifications, and staying informed on developments in our industry. Based on the foregoing, the board and its committees establish new, or monitor and, as needed, amend existing, risk oversight and control mechanisms. In addition, the company has a robust internal audit function that reports directly to the Audit Committee.

The board and its committees seek to mitigate risk by establishing policies and practices that apply to various aspects of our business, including:

Corporate Governance

Board and Management Approach to Sustainability

The board takes an active role in providing oversight of sustainability through its Environmental, Health, Safety and Technology Committee. This includes reviewing business strategies on safety and reliability, system modernization, and electrification and decarbonization, while overseeing efforts that minimize the impact of company operations on the environment. We rigorously track performance on environmental, social and governance-related topics and issues and incorporate many elements of sustainability into our risk management approach.

Our annual sustainability report includes goals and results in the areas of emissions reductions, renewable energy, energy efficiency, water use, employee and public safety, electric reliability, customer assistance programs, diversity and inclusion, employee engagement and community giving. We also publicly report detailed information annually on our greenhouse gas emissions and climate-related risks and opportunities.

Succession Planning and Management Development

Our Compensation Committee oversees and regularly evaluates leadership succession planning practices and results. The committee reports annually to the Board of Directors on succession planning, including policies and principles for executive officer selection. In connection with this review and Joseph A. Householder’s retirement as President and Chief Operating Officer effective January 1, 2020, the board appointed George W. Bilicic, who served as Group President and Principal Legal Officer from the date he joined the company in June 2019 until he was appointed as President and Chief Legal Officer effective January 1, 2020.

Review of Related Person Transactions

SEC rules require us to disclose certain transactions involving more than $120,000 in which we are a participant and any of our directors, nominees as directors or executive officers, or any member of their immediate families, has or will have a direct or indirect material interest. The charter of our Corporate Governance Committee requires the committee to review and approve or ratify any such “related person transaction” that is required to be disclosed. When evaluating any such transaction, the Corporate Governance Committee focuses on a variety of factors on a case-by-case basis, including the identity of the related party, the nature and terms of the transaction and the dollar amount involved. There were no transactions requiring such review in 2019 or 2020 through the date of mailing this proxy statement.

Director Orientation and Education Programs

Every new director participates in an orientation program and receives materials and briefings to acquaint him or her with our business, industry, management and corporate governance policies and practices. Continuing education is provided for all directors through board materials and presentations, discussions with management, visits to corporate facilities and other sources. Several directors, at the company’s expense, also attend third-party offered education courses and participate in the National Association of Corporate Directors (NACD), of which the company is a member.

Director Access to Senior Management, Independent Accountant and Counsel

Directors have complete access to our senior management and other employees, as well as to our independent registered public accounting firm. Directors also have complete access to counsel, advisors and experts of their choice to assist the board as needed in discharging its duties.

Retirement Policy

In accordance with our Corporate Governance Guidelines, directors should not be nominated to stand for election after attaining age 75.

Corporate Governance

Board Committees

Our standing board committees consist of the Audit Committee, the Compensation Committee, the Corporate Governance Committee, the Environmental, Health, Safety and Technology Committee and the Executive Committee. In addition to these standing board committees, the board may, from time to time, establish ad hoc committees to address particular matters, transactions and projects, three of which are described below.

The following chart sets forth our standing board committees and membership on these committees as of the date of mailing this proxy statement:

Audit Committee

Our Audit Committee currently is, and at all times in 2019 was, entirely composed of independent directors. It is directly responsible and has sole authority for the appointment, compensation, retention and oversight of our independent registered public accounting firm, which reports directly to the committee. The committee also prepares the report included in this proxy statement under “Audit Committee Report.” In addition, it assists the Board of Directors in fulfilling oversight responsibilities regarding:

The Audit Committee helps ensure the independence of our independent registered public accounting firm by, among other things, assuring the mandated rotation of the lead audit partner in accordance with SEC rules. The Audit Committee and its chair are directly involved in the selection of the independent registered public accounting firm’s lead engagement partner, including by meeting with the lead engagement partner candidate and discussing with the committee members and management. We rotated our lead audit partner in 2019.

The board has determined that each member of the Audit Committee is financially literate. It also has determined that Mr. Taylor, who chairs the committee, is an audit committee financial expert as defined by the rules of the SEC.

During 2019, the Audit Committee held seven meetings.

Corporate Governance

Compensation Committee

Our Compensation Committee currently is, and at all times in 2019 was, entirely composed of independent directors. It assists the Board of Directors in the evaluation and compensation of our executives, and it establishes our compensation principles and policies and designs and oversees our executive compensation program. The committee’s responsibilities include:

During 2019, the Compensation Committee held six meetings.

Corporate Governance Committee

Our Corporate Governance Committee currently is, and at all times in 2019 was, entirely composed of independent directors. The committee’s responsibilities include:

The committee reviews with the board the skills and characteristics required of directors in the context of current board membership and the needs of the board as a whole in light of the company’s long-term business strategy. It seeks a group of individuals who bring to the board a variety of complementary skills and a range of viewpoints, backgrounds, experiences and other individual qualities and attributes that contribute to overall board diversity. It solicits the names of director candidates from a variety of sources, including members of the board and search firms. The committee also considers candidates submitted by shareholders. The committee assesses the effectiveness of its policies as part of its annual review of board composition and board, committee and individual director performance and in its recommendations to the board of nominees to stand for election as directors at the next annual meeting of our shareholders.

The committee reviews biographical data and other relevant information regarding potential board candidates, may request additional information from the candidates or other sources and, if the committee deems it appropriate, may interview candidates and consult references and others who may assist in candidate evaluation. The committee evaluates all candidates in the same manner, whether identified by shareholders or through other sources.

In considering potential director candidates, the committee evaluates each candidate’s character, integrity, independence, judgment, knowledge, experience and other relevant factors to develop an informed opinion of his or her qualifications and ability and dedication to meet the board’s expectations for directors as set forth in our Corporate Governance Guidelines. The committee’s deliberations reflect the board’s requirement that substantially all directors must be independent and that all director nominees must be financially literate or must become financially literate within a reasonable time after becoming a director. They also reflect the board’s view regarding the appropriate number of directors and the composition of the board, including its belief that the membership of the board should reflect diversity.

The committee, in recommending nominees to stand for election as directors at the 2020 Annual Shareholders Meeting, and the board, in approving the nominees, considered the individual experience, qualifications, attributes and skills of each nominee (including his or her prior contributions to the board), with a view toward constituting a board that, as a whole, is well-qualified to oversee our businesses.

On September 18, 2018, the company entered into a cooperation agreement (Cooperation Agreement) with Elliott Associates, L.P. and Elliott International, L.P. (together, Elliott), Bluescape Resources Company LLC (Bluescape) and Cove Key Management, LP (together

Corporate Governance

with Elliott and Bluescape, each an Investor and collectively, the Investors). As part of the Cooperation Agreement and our ongoing board refreshment process, the company agreed, among other things, to work together with the Investors to mutually agree upon and appoint two new directors to our board. The Investors, the company and a director search firm the committee engaged to assist in identifying and evaluating director candidates collectively identified a list of potential board nominees. As a result of this process, in October 2018 our board appointed Michael N. Mears and Cynthia L. Walker to serve on our board. Prior to their appointment to the board, the committee and other members of the board reviewed Mr. Mears’ and Ms. Walker’s backgrounds and qualifications and conducted interviews with them, on which basis the committee recommended each of them to the board.

In addition, on March 11, 2019, the company announced that, as recommended by the committee, the board intended to appoint Cynthia J. Warner to the board in June 2019. Ms. Warner, who was identified by the director search firm, was recommended for board consideration by the committee due to her considerable management experience in the international oil and natural gas industry, among other reasons. The board also committed to the Investors to nominate Ms. Warner, who is a Qualified Director candidate within the meaning of the Cooperation Agreement, for election to the board at the company’s 2020 Annual Shareholders Meeting, and the Investors consented to such nomination. As a result, and pursuant to the Cooperation Agreement, the Cooperation Period (as defined in the Cooperation Agreement) was extended from December 31, 2019 to September 30, 2020. Ms. Warner was appointed to the board effective June 19, 2019 and is a director nominee named in this proxy statement.

Under the terms of the Cooperation Agreement, and in consideration of the director appointments and commitments described above, each Investor has agreed, during the Cooperation Period which expires on September 30, 2020, to vote all shares of our common stock that it is entitled to vote in favor of the election of all directors nominated by our board and otherwise in accordance with our board’s recommendation.

Bethany J. Mayer, who was recommended for board consideration by an executive search firm in connection with her initial nomination as a director in 2017, was re-appointed to the board in June 2019.

For additional information about the nominees and their qualifications, please see “Proposal 1: Election of Directors.”

During 2019, the Corporate Governance Committee held six meetings.

Environmental, Health, Safety and Technology Committee

Our Environmental, Health, Safety and Technology Committee is responsible for, among other things:

During 2019, the Environmental, Health, Safety and Technology Committee held four meetings.

Executive Committee

Our Executive Committee meets on call by the Chairman of this committee to act on emergency or time-sensitive issues during periods between meetings of the Board of Directors when scheduling or other requirements make it difficult to convene the full board. During 2019, the Executive Committee held one meeting.

Corporate Governance

LNG and Business Development Committee

Our LNG and Business Development Committee, whose members are James C. Yardley, Acting Chair, Alan L. Boeckmann, Michael N. Mears, William C. Rusnack and Cynthia L. Walker, is responsible for:

During 2019, the LNG and Business Development Committee held three meetings.

Special Matters Committee

Our Special Matters Committee, whose members are William C. Rusnack, Chair, Maria Contreras-Sweet, William D. Jones, Jack T. Taylor and James C. Yardley, meets at the call of its chair or any member of the committee as appropriate and, at the direction of the board, serves as an advisor to the board with respect to special matters that affect the company, reviews and analyzes issues pertaining to special matters, and oversees the management and resolution of issues relating to special matters. The Special Matters Committee is advising the board on the natural gas well leak at the SoCalGas Aliso Canyon natural gas storage facility and related matters. The committee will continue to operate in close coordination with the full board and closely track developments with respect to the SoCalGas Aliso Canyon natural gas storage facility.

During 2019, the Special Matters Committee held three meetings.

Demand Review Committee

Our Demand Review Committee, whose members are Alan L. Boeckmann, Chair, Michael N. Mears and William C. Rusnack, meets on call by the Chairman of this committee to investigate allegations set forth in any demands received from shareholders relating to the natural gas well leak at the SoCalGas Aliso Canyon natural gas storage facility and related matters, and to provide a recommendation to the Board of Directors for any actions that the committee determines are necessary or appropriate in light of its review of the demands.

During 2019, the Demand Review Committee held eight meetings.

Communications with the Board

The board has adopted a policy to facilitate communications with the company’s Board of Directors. Under this policy, shareholders, employees and other interested parties who wish to communicate with the board, non-employee directors as a group, a board committee, the Chair of a board committee or another specific director may do so by mail addressed to the attention of our Corporate Secretary. All such communications regarding executive compensation will be relayed to the Compensation Committee Chair for appropriate evaluation and consideration. All such communications regarding accounting, accounting policies, internal accounting controls and procedures, auditing matters, financial reporting processes or disclosure controls and procedures will be relayed to the Audit Committee Chair.

All other communications are reviewed by the Corporate Secretary and provided to the directors consistent with a screening policy providing that unsolicited items, sales materials and other routine items, obscene, threatening or illegal materials and items unrelated to the duties and responsibilities of the board are not relayed to directors. Any communication that is not relayed is recorded in a log and made available to the directors upon request.

The address to which communications to the Board should be sent is:

		Corporate Secretary Sempra Energy 488 8th Avenue San Diego, CA 92101

Corporate Governance

Director Compensation

Overview

The Compensation Committee of the Sempra Energy Board of Directors reviews non-employee director compensation on an annual basis. The committee’s independent compensation consultant, Exequity, annually provides the committee with a report that analyzes the competitiveness of Sempra Energy’s director compensation in total and by component. Any changes to director compensation are approved by the Board of Directors.

Directors who also are employees of the company are not additionally compensated for service as a director. Compensation of Jeffrey W. Martin, our Chairman and Chief Executive Officer, is summarized in the 2019 Summary Compensation Table appearing under “Executive Compensation—Compensation Tables.”

Our 2019 director compensation program is summarized in the table below.

Retainers

Directors who are not employees of Sempra Energy received annual retainers as set forth in the table above. Directors may elect to receive their retainer in cash or to defer it into phantom investment funds (including a fund for which interest is credited at the higher of 110% of the Moody’s Corporate Bond Yield Average or the Moody’s Corporate Bond Yield Average plus 1%) or phantom shares of our common stock.

Equity

Each quarter, non-employee directors are credited with a number of vested phantom shares of our common stock having a market value of $12,500, which we refer to as Mandatory Deferred Equity, and are required to hold these phantom shares until retirement or other separation from the board. Following the director’s retirement or other separation from the board, the current market value of the shares credited to the director’s account (together with related reinvested dividend equivalents) is paid to the director in cash. Directors also receive initial or annual equity awards, which are subject to the vesting requirements described below. Directors elect to receive the initial and annual equity awards in the form of restricted stock units or phantom shares of our common stock.

In June 2019, the board approved a change to the initial equity award granted to new directors, reducing its market value from $180,000 to $90,000 and modifying the vesting schedule from a three-year term to a one-year term. Following this change, each newly-appointed non-employee director receives an initial grant of restricted stock units or phantom shares having a market value of $90,000 and vesting (together with related reinvested dividend equivalents) on the first anniversary of the grant date.

Corporate Governance

Thereafter, at each annual shareholders meeting (other than the annual meeting in the same calendar year as the director’s initial appointment to the board), each non-employee director who continues to serve as a director will receive an additional grant of restricted stock units or phantom shares having a market value of $90,000 and vesting on the date of the next annual shareholders meeting.

Unvested restricted stock units or phantom shares immediately vest if the director’s service on the board terminates by reason of death, disability or removal without cause. Upon any other termination event, all unvested units or phantom shares are forfeited.

2019 Director Compensation Table

We summarize below the 2019 compensation of our non-employee directors who served on our board during the year.

Corporate Governance

The following table reflects the components of the stock awards granted to each non-employee director in 2019:

The following table summarizes outstanding equity balances for each non-employee director at December 31, 2019:

Corporate Governance

In addition to the compensation for non-employee directors set forth above, Sempra Energy has agreements with these directors that provide for indemnification for monetary damages to the fullest extent permissible under California law, which are intended to mitigate undue concern about personal liability in connection with their service for the company.

Audit Committee Report

The Audit Committee of the Board of Directors is composed of the six directors named below, all of whom have been determined by the board to be independent directors. The board also has determined that all members of the committee are financially literate and that Mr. Taylor, the Chair of the committee, is an audit committee financial expert as defined by the rules of the Securities and Exchange Commission. The committee’s charter, adopted by the board, is posted on the company’s website at www.sempra.com under the “Investors” and “Governance” tabs.

The committee’s responsibilities include appointing the company’s independent registered public accounting firm, pre-approving both audit and non-audit services to be provided by the firm and assisting the board in providing oversight of the company’s financial reporting process. In fulfilling its oversight responsibilities, the committee meets with the company’s independent registered public accounting firm, internal auditors and management to review accounting, auditing, internal control and financial reporting matters.

It is not the committee’s responsibility to plan or conduct audits or to determine that the company’s financial statements and disclosures are complete, accurate and in accordance with accounting principles generally accepted in the United States and applicable laws, rules and regulations. Management is responsible for the company’s financial statements, including the estimates and judgments on which they are based, as well as the company’s financial reporting process, accounting policies, internal audit function, internal control over financial reporting, disclosure controls and procedures, and risk management. The company’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an audit of the company’s annual financial statements, expressing an opinion as to the conformity of the annual financial statements with accounting principles generally accepted in the United States, expressing an opinion as to the effectiveness of the company’s internal control over financial reporting and reviewing the company’s quarterly financial statements.

The committee has discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC, which require the independent registered public accounting firm to communicate information to the committee regarding the scope and results of its audit of the company’s financial statements, including information with respect to the firm’s responsibilities under auditing standards generally accepted in the United States, significant accounting policies, management judgments and estimates, any significant unusual transactions or audit adjustments, any disagreements with management and any difficulties encountered in performing the audit and other such matters required to be discussed with the committee by those standards.

The committee also has received from Deloitte & Touche LLP a report providing the disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence. Deloitte & Touche LLP also has discussed its independence with the committee and confirmed in the report that, in its professional judgment, it is independent of the company within the meaning of the federal securities laws. The committee also considered whether Deloitte & Touche LLP’s provision of non-audit services to the company and its affiliates is compatible with its independence.

The committee also has reviewed and discussed with the company’s senior management the audited financial statements included in the company’s Annual Report on Form 10-K for the year ended December 31, 2019, and management’s reports on the financial statements and internal control over financial reporting. Management has confirmed to the committee that the financial statements have been prepared with integrity and objectivity and that management has maintained an effective system of internal control over financial reporting. Deloitte & Touche LLP has expressed its professional opinions that the financial statements conform with accounting principles generally accepted in the United States of America and that management has maintained an effective system of internal control over financial reporting. In addition, the company’s Chief Executive Officer and Chief Financial Officer have reviewed with the committee the certifications that each will file with the Securities and Exchange Commission pursuant to the requirements of the Sarbanes-Oxley Act of 2002 and the policies and procedures management has adopted to support the certifications.

Based on these considerations, the Audit Committee has recommended to the Board of Directors that the company’s audited financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2019, for filing with the Securities and Exchange Commission.

Audit Committee

Jack T. Taylor, Chair

Andrés Conesa

Maria Contreras-Sweet

Michael N. Mears

Cynthia L. Walker

James C. Yardley

Share Ownership

The following table shows the number of shares of our common stock beneficially owned at March 2, 2020, by each of our directors, by each of our executive officers named in the executive compensation tables in this proxy statement (named executive officers), and by all of our directors and executive officers as a group. The shares of common stock beneficially owned by our directors and executive officers as a group total less than 1% of our outstanding shares of common stock. In calculating these percentages, shares under the heading “Phantom Shares” are not included because these phantom shares cannot be voted and these shares may be settled only for cash. In addition, in calculating these percentages we used the 292,383,645 shares of our common stock that were outstanding as of March 2, 2020.

For information regarding share ownership guidelines applicable to our directors, please see “Corporate Governance—Board of Directors—Director Share Ownership Guidelines,” and for information regarding share ownership requirements applicable to our executive officers, please see “Executive Compensation—Compensation Discussion and Analysis—Share Ownership Requirements.”

Share Ownership

Based on a review of filings made under Section 13(g) of the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2019, the persons or entities known by us to be a beneficial owner of more than 5% of our common stock were as follows:

Proposals to be Voted On

Board of Directors Proposals

Proposals 1, 2 and 3 have been included in this proxy statement at the direction of the Board of Directors. The board recommends that you vote “FOR” each director nominee in Proposal 1 and “FOR” each of Proposals 2 and 3.

Proposal 1: Election of Directors

Directors are elected at each Annual Shareholders Meeting for terms expiring at the next Annual Shareholders Meeting.

The Board of Directors has nominated the following 13 individuals to stand for election as directors, all of whom are currently directors:

Properly executed proxies will be voted for these 13 nominees unless other instructions are specified. If any nominee should become unavailable to serve, the proxies may be voted for a substitute nominee designated by the board, or the board may reduce the authorized number of directors. In no event may the proxies be voted for more than 13 nominees.

In keeping with our retirement policy, William C. Rusnack and Lynn Schenk were not nominated to stand for re-election and, immediately following this year’s Annual Shareholders Meeting, as adjourned or postponed, Mr. Rusnack and Ms. Schenk will no longer serve as directors of the company.

We have not received notice of any additional candidates to be nominated to stand for election as directors at the 2020 Annual Shareholders Meeting and the deadline for notice of the nomination of additional candidates has passed. Consequently, the election of directors will be an uncontested election and our bylaw providing for majority voting in uncontested elections will apply. Under this bylaw, to be elected as a director, a nominee must receive votes “FOR” his or her election constituting a majority of the shares represented and voting at the Annual Shareholders Meeting at which a quorum is present, and the approving majority also must represent more than 25% of our outstanding shares. If a nominee who currently is serving as a director does not receive sufficient “FOR” votes to be re-elected, the director will cease to be a director not later than 90 days following the certification of the election results, and the resulting vacancy on the board may be filled by the remaining directors. If a nominee receives sufficient “FOR” votes, he or she will be re-elected to serve for approximately a one-year term until our next Annual Shareholders Meeting or until his or her earlier resignation or removal.

The board has determined that each non-employee nominee other than Ms. Mayer is an independent director. Information about director independence is contained under “Corporate Governance—Board of Directors—Director Independence.”

Proposals to be Voted On

Our board possesses a valuable breadth and depth of experience and qualifications to oversee the company’s multiple businesses and global operations. The following chart sets forth the experience and qualifications of the director nominees in the aggregate in areas of particular importance to our businesses:

The charts below summarize the diversity, tenure and independence of our directors nominated to stand for election at the Annual Shareholders Meeting: 62% of our director nominees are women and/or people of color; 54% of our director nominees have served less than five years, with an average tenure of 5.5 years; and 85% of our director nominees are independent.

Biographical information regarding each director nominee and his or her qualifications to serve as a director is set forth on the succeeding pages. In each biography below, unless otherwise indicated, the year shown as the beginning of each director’s tenure on the board is the year that the director was first elected or appointed as a director of Sempra Energy, and the age shown for each director is as of the date of mailing this proxy statement.

Proposals to be Voted On

Proposals to be Voted On

Proposals to be Voted On

Proposals to be Voted On

Proposals to be Voted On

Proposal 2: Ratification of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has retained Deloitte & Touche LLP as the independent registered public accounting firm to audit our financial statements and the effectiveness of our internal control over financial reporting for 2020. Deloitte & Touche LLP has served as our independent public accounting firm continuously since our inception in 1998. Deloitte & Touche LLP or its predecessors have continuously served as the independent public accounting firm of SDG&E and SoCalGas or their parent companies since 1935 and 1937, respectively. Representatives of Deloitte & Touche LLP are expected to attend the Annual Shareholders Meeting and will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from shareholders.

The following table shows fees paid to Deloitte & Touche LLP for services provided to Sempra Energy for 2019 and 2018.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm, including the oversight of the audit fee negotiations. Except where pre-approval is not required by SEC rules, the committee pre-approves all audit, audit-related and permissible non-audit services provided by Deloitte & Touche LLP for Sempra Energy and its subsidiaries, including all services provided by Deloitte & Touche LLP to Sempra Energy for 2019 and 2018. The committee’s pre-approval policies and procedures provide for the general pre-approval of specific types of services and give detailed guidance to management as to the services that are eligible for general pre-approval. They require specific pre-approval of all other permitted services. For both types of pre-approval, the committee considers whether the services to be provided are consistent with maintaining the firm’s independence. The policies and procedures also delegate authority to the chair of the committee to address any requests for pre-approval of services between committee meetings, with any pre-approval decisions to be reported to the committee at its next scheduled meeting.

The Audit Committee regularly meets in executive session with only committee members present and with Deloitte & Touche LLP’s lead engagement partner without members of management present. This provides an opportunity for the Audit Committee to assess Deloitte & Touche LLP’s effectiveness and independence for determining reappointment as well as consideration of rotating audit firms. The Audit Committee considers various factors in determining whether to reappoint Deloitte & Touche LLP, including: the firm’s level of service, quality, professional integrity and objectivity in executing audits; professional qualifications; understanding of our businesses and industry and capability and expertise in handling the breadth and complexity of our businesses; independence policies and processes for maintaining independence; and external data such as peer reviews and recent Public Company Accounting Oversight Board reports on the firm. The Audit Committee also considers the firm’s tenure in serving as our independent registered public accounting firm. While the Public Company Accounting Oversight Board has acknowledged that there is no conclusive linkage between tenure and audit quality, auditor tenure may be one data point. Deloitte & Touche LLP’s tenure as our independent public accounting firm has allowed it to gain institutional knowledge and a deep understanding of our businesses, accounting policies, and internal control over financial reporting, which the Audit Committee considers beneficial. In addition, in conjunction with mandated five-year rotation of the audit firm’s lead engagement partner, the Audit Committee and its Chairman are directly involved in the selection of the new lead engagement partner.

Proposals to be Voted On

We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020. Ratification would be advisory only, but the Audit Committee would reconsider the appointment if it were not ratified. The members of the Audit Committee and the Board of Directors believe the continued retention of Deloitte & Touche LLP as our independent registered public accounting firm is in the best interests of the company and our shareholders. Ratification requires the receipt of “FOR” votes constituting a majority of the shares represented and voting at the Annual Shareholders Meeting at which a quorum is present, and the approving majority also must represent more than 25% of our outstanding shares.

Proposals to be Voted On

Proposal 3: Advisory Approval of Our Executive Compensation

Pursuant to Section 14A of the Exchange Act, we are asking our shareholders to approve an advisory resolution on the compensation of the named executive officers, as reported in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our 2019 executive compensation program. We currently provide our shareholders the opportunity to vote on a say-on-pay proposal every year, and as a result, the next vote on a say-on-pay proposal following the Annual Shareholders Meeting will occur at our 2021 Annual Shareholders Meeting.

We are asking our shareholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by voting in favor of the following resolution:

“RESOLVED, that, as an advisory matter, the shareholders of Sempra Energy approve the compensation paid to the company’s named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K promulgated by the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

Approval requires the receipt of “FOR” votes constituting a majority of the shares represented and voting at the Annual Shareholders Meeting at which a quorum is present, and the approving majority also must represent more than 25% of our outstanding shares.

Even though the say-on-pay vote is advisory and will not be binding on the company, the Compensation Committee and the Board of Directors value the opinions of our shareholders. Accordingly, to the extent there is a significant vote against the compensation of our named executive officers, we will consider our shareholders’ concerns, and the Compensation Committee will evaluate what actions may be necessary or appropriate to address those concerns.

Proposals to be Voted On

Shareholder Proposal

Proposal 4 was submitted for inclusion in this proxy statement at the direction of a shareholder of the company and will be submitted to a vote at the Annual Shareholders Meeting if properly presented at the meeting. The board recommends that you vote “AGAINST” Proposal 4. In accordance with SEC rules, the proposal and its supporting statement are being reprinted as they were submitted to Sempra Energy by the proponent and Sempra Energy takes no responsibility for them. As a result, the proposal and its supporting statement may contain assertions about the company or other statements that we do not endorse or that we believe are incorrect. Although the board has not attempted to refute all of these assertions, the board has considered the proposal and its supporting statement and has made a voting recommendation based on the specific reasons described in the board’s statement opposing the proposal set forth below. We have put a box around the material provided by the proponent so that readers can easily distinguish between material provided by the proponent and material provided by the company.

Proposal 4: Shareholder Proposal Requiring an Independent Board Chairman

Proposal 4 was submitted by Mr. John Chevedden, who has advised us that he or a representative intends to introduce the resolution included below at the Annual Shareholders Meeting. Sempra Energy has been advised that Mr. Chevedden is the owner of no fewer than 40 shares of Sempra Energy common stock. The company will furnish the address of Mr. Chevedden promptly upon a shareholder’s oral or written request.

The Proposal

Proposals to be Voted On

Board of Directors’ Statement Opposing the Shareholder Proposal Requiring an Independent Board Chairman

The Board of Directors recommends a vote AGAINST this proposal because it believes that our company and our shareholders are best served by retaining the board’s flexibility to determine, from time to time on an ongoing basis, whether an independent director should serve as Chairman of the Board.

Overview of Board Structure

The board believes its decisions related to board leadership structure should take into consideration then-prevailing circumstances, including business needs, shareholder interests and individual skills and/or experiences that may increase the effectiveness of the Chairman of the Board at any particular time. As a result, and pursuant to our Corporate Governance Guidelines, the board maintains a flexible policy with respect to board leadership structure. Under this policy, the board determines, from time to time on an ongoing basis, whether an independent director should serve as Chairman of the Board and whether the position of Chairman and Chief Executive Officer should be combined or separated. This determination has been made, and is expected to continue to be made, on an annual basis following our independent directors’ evaluation and consideration of the then-existing board composition and leadership structure.

The board’s annual deliberations regarding its leadership structure comprise a robust process, including extensive shareholder engagement, a comprehensive review of the company’s performance and the board’s effectiveness during the prior year, as well as thoughtful consideration of potential alternatives to the then-existing leadership structure. In all cases, these and other factors deemed to be relevant are considered by the board as a whole and by the independent directors meeting separately.

Our Corporate Governance Guidelines require that, during periods in which the Chairman of the Board is not independent, the board appoint an independent Lead Director. If an independent Lead Director is appointed, the role has broad powers and responsibilities that are similar to those of an independent Chairman.

The board believes its existing leadership structure is responsive to the overall desires of a majority of our shareholders. The board also believes its flexible leadership structure provides sufficient safeguards to help ensure the independent functioning of the board and oversight of management, while enabling the board to adapt to then-existing circumstances to optimize its effectiveness. Adopting an inflexible independent chairman policy, as the proponent requests, would unduly impair the board’s ability to select the leadership structure it believes is best-suited to meet the needs of Sempra Energy and our shareholders at any given point in time.

A Flexible Board Structure is in the Best Interests of Sempra Energy and Our Shareholders

The board’s flexible leadership structure enables it to re-evaluate the needs of our company from time to time and make determinations regarding board leadership based upon then-existing conditions and the best interests of our company and our shareholders. The following summarizes the factors the board has considered in making these leadership determinations in the recent past: