UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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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)

2021 Notice of Annual Shareholders Meeting and Proxy Statement May 14, 2021

March 26, 2021

Dear fellow shareholders:

We are pleased to invite you to attend our virtual 2021 Annual Shareholders Meeting. It is scheduled for Friday, May 14, 2021, at 9 a.m. Pacific Time. The accompanying proxy information outlines how to attend the virtual meeting and the matters to be voted on at the meeting.

Our industry has faced many challenges in the past year due to the impacts of COVID-19, and our hearts go out to all those who have experienced hardship and loss from the pandemic. Amidst these challenges, Sempra Energy and our 19,000 employees are humbled to have the opportunity to continue delivering energy with purpose – with an unwavering focus on safety – to more than 36 million consumers during a time when they need it most. We have remained resilient by continuing to invest in a high-performing culture that focuses on the well-being of our employees and our communities.

The political unrest and racial injustice that has occurred in the United States over the past year has also brought to the forefront the importance of living our values: doing the right thing, championing people and shaping the future. As part of our company’s continued commitment to building a high-performing culture, we have continued our efforts to build an increasingly diverse and inclusive workforce, with a view toward helping all employees reach their full potential. Also, we have matched this effort with a commitment to expand programs in the communities we serve to help strengthen our partnerships and improve access to opportunity.

Additionally, our resilience has enabled us to further advance our strategic mission to be North America’s premier energy infrastructure company. With the divestiture of our businesses in South America, the company’s portfolio is now squarely focused on top-tier markets in North America, with a focus on transmission and distribution infrastructure investments that should provide attractive risk-adjusted returns.

The content of the Annual Shareholders Meeting will focus on the shareholder business items outlined in the accompanying meeting notice. For more information about our business, our 2020 Annual Report to Shareholders is available online at www.sempra.com/2021-annual-meeting and www.proxyvote.com.

Please review the accompanying materials and promptly vote your shares. As in past years, you can vote in advance of the meeting by completing, signing, dating and returning the accompanying proxy card or voting instruction form. You can also vote by telephone or via the Internet.

In reviewing the materials, you will note that director Kathleen L. Brown, who has served on our board since 2013 and has attained the age of 75, has not been nominated to stand for re-election in 2021 in keeping with our policy.

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

Sincerely,

Jeffrey W. Martin

Chairman and Chief Executive Officer

March 26, 2021

Dear fellow shareholders:

When I wrote to you one year ago, little could we have known what challenges 2020 would bring to our economy, our country and our world. While the past year brought much uncertainty – related to the COVID-19 global pandemic and the political unrest and racial injustice issues here in the United States – your board of directors continued to fulfill its role in providing oversight of Sempra Energy’s response to these challenges and its actions to further its strategic mission to be North America’s premier energy infrastructure company. Within this environment, your board of directors held more frequent meetings, enhanced our level of communication with the senior management team and received regular briefings on the company’s efforts in these key areas, all while maintaining a strong focus on long-term strategy.

Throughout 2020, your board of directors continued to play a key role in providing strategic guidance to the company’s management team, overseeing corporate governance policies, and providing oversight of risk management. The board of directors is committed to continuing to do our part to help reinforce the company’s strong focus on doing what is right for its shareholders and other stakeholders and operating with the same high standards for which the company is known.

Another key area of focus for the board of directors this year was its oversight of the company’s efforts to continue investing in a high-performing culture. Sound safety practices are central to the company’s business culture. Amid the COVID-19 pandemic, the company continued to prioritize the health and safety of its employees, customers, partners and communities. Sempra Energy and its operating companies adapted their facilities and protocols consistent with the recommendations of public health officials, with a view toward delivering essential energy to millions in North America. In addition to advancing our health and safety priorities over the past year, we all continued our focus on delivering sustainable value for our shareholders.

Diversity and inclusion are also central to the company’s business culture and have been priorities at our company since its founding. We believe, as the company’s management does, that a strong focus on these areas is essential to building a better, more successful company. Our board members both embrace and reflect this focus. For the last seven years, at least half of our independent board members have been women and/or people of color and, today, 62% of our board members are women and/or people of color. The diverse backgrounds, perspectives, and skills of our board members contribute a wealth of experience to our business and demonstrate that diverse perspectives are encouraged and valued throughout the company.

In 2020, we continued our robust shareholder engagement program. We understand that this is an important way for us to gather feedback and input that informs our policies and programs in a variety of areas, such as environmental practices, sustainability efforts and governance. Last year, we reached out to shareholders representing approximately 63% of our total outstanding shares of common stock and engaged directly with holders of approximately 46% of our outstanding shares of common stock. I participated in many of these conversations and, on behalf of the board, we appreciate your valuable input on how to strengthen and support the company’s mission.

On behalf of your board of directors, we thank you for your investment in Sempra Energy. We are proud to serve in this important role for your company.

Sincerely,

William D. Jones

Lead Independent 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 Talent Development 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 all posted on our website at www.sempra.com under the “Investors” and “Governance” tabs. Paper copies may be obtained upon request by writing to the attention of our Corporate Secretary at Sempra Energy’s principal executive offices at 488 8^th Avenue, San Diego, California 92101. If we either (1) amend a provision of our Code of Business Conduct and Ethics for Directors and Senior Officers and the amendment relates to any element of the code of ethics definition set forth in Item 406(b) of Securities and Exchange Commission (SEC) Regulation S-K, or (2) grant to our principal executive officer, principal financial officer or principal accounting officer or controller a waiver, including an implicit waiver, from a provision of our Code of Business Conduct and Ethics for Directors and Senior Officers and the waiver relates to one or more of the elements of the code of ethics definition set forth in Item 406(b) of SEC Regulation S-K, then we intend to describe on our website under the “Investors” and “Governance” tabs the date and nature of any such amendment or waiver and, if applicable, the name of the person to whom the waiver was granted, or if we do not make such disclosure on our website, we will include it in a current report on Form 8-K filed with the SEC.

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 of the Board. 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 of the Board at any particular time. The non-management directors have historically evaluated the board’s leadership structure on an annual basis and expect to continue to do so, and their board leadership decisions are made based on their determination of the leadership structure that is in the best interests of the company and our shareholders at the time. In each case, this determination is made after deliberations and evaluations of the current Chairman of the Board’s performance and the board’s leadership structure generally.

Corporate Governance

Jeffrey W. Martin, our current Chief Executive Officer and Chairman of the Board, was appointed as Chief Executive Officer and a director effective May 1, 2018 and was subsequently appointed as Chairman of the Board effective December 1, 2018, following the retirement of Debra Reed. In its annual evaluations of the board’s leadership structure since Mr. Martin’s appointment to this role, the non-management directors have considered, among other factors, Mr. Martin’s leadership skills and qualifications and his contributions as a director and performance as Chairman of the Board since his appointment to each of those roles. Mr. Martin is a 16-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 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, strategy, business development, mergers and acquisitions, investor relations, succession planning, capital market activities and regulated utilities. In addition, the board has considered feedback from our shareholders on the board’s leadership structure obtained in our annual shareholder outreach program, the valuable experience Mr. Martin has accumulated serving in both the Chief Executive Officer and Chairman of the Board roles, and the company’s performance throughout Mr. Martin’s tenure holding both roles. Further, the board believes that Mr. Martin’s service as Chairman of the Board allows him to lead the board while also acting as a bridge between the board and the operating organization and provide critical leadership for future strategic initiatives and challenges. 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.

During periods in which we do not have an independent Chairman of the Board, our Corporate Governance Guidelines require the independent directors to select annually an independent director to serve as the Lead Independent Director (which is referred to as the “Lead Director” in our bylaws). If a Lead Independent Director is appointed, the role has broad powers and responsibilities. The position and role of the Lead Independent Director is intended to provide board leadership where the roles of a combined Chairman of the Board and Chief Executive Officer may be in conflict. It is also intended to expand lines of communication between the board and members of management and it is not intended to reduce the free and open access and communications that each director has with other directors and members of management. William D. Jones has served as our Lead Independent Director since 2019. Our robust Lead Independent Director role includes the following functions and responsibilities:

Corporate Governance

We conducted an extensive shareholder outreach program in 2020 regarding our board leadership structure and various other matters, in which we reached out to shareholders representing approximately 63% of our total outstanding shares of common stock and we engaged with holders of approximately 46% of our outstanding shares of common stock. Among the shareholders with whom we engaged, the majority, both in terms of number of shareholders and number of shares represented, indicated no preference for an independent Chairman of the Board as long as the Lead Independent Director has significant duties, as is the case at Sempra Energy.

The Board of Directors believes its independence and oversight of management and company risks are maintained effectively through its flexible leadership structure, including the robust role of the Lead Independent Director, sound corporate governance policies and practices, and the board’s overall composition, which currently includes 11 independent directors and 100% independent director composition of all NYSE-required board committees.

Based on the foregoing and other factors, the Board of Directors determined in its most recent evaluation of the board’s leadership structure, and continues to believe, that combining the roles of Chief Executive Officer and Chairman of the Board continues to best serve the interests of Sempra Energy and our shareholders.

Director Independence

The Board of Directors determines the independence of each of our directors and director nominees by applying the independence standards established by the NYSE. These standards 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. Material relationships may include, depending on the circumstances, commercial, industrial, banking, consulting, legal, accounting, charitable, family and other business, professional and personal relationships. These standards also identify various relationships that preclude a determination of director independence.

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, and Bethany J. Mayer, who served as an executive officer of the company within the last three years, 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 each director and his or her 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 each director or his or her immediate family members with the company’s independent registered public accounting firm, compensation consultants, legal counsel or investment banks; the absence of any transactions in which a director or his or her immediate family members has a direct or indirect material interest that would require disclosure in this proxy statement under 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 respective 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 on 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 on its review, the board also has affirmatively determined the independence of Kathleen L. Brown, who is currently a director but, in keeping with our retirement policy, has not been nominated to stand for re-election as a director in 2021.

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 in-the-money value of service-based stock

Corporate Governance

options, as well as shares owned directly. The Compensation and Talent Development Committee annually reviews adherence to this guideline, which is expected to be attained within five years of becoming a director. Following its review in 2020, the Compensation and Talent Development Committee determined that all of our non-employee directors who have been on the board for at least five years meet or exceed this guideline.

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

Director Overboarding Policy

In response to shareholder feedback and voting policies of some of our shareholders, in 2020, the board updated its Corporate Governance Guidelines to adopt a more restrictive director “overboarding” policy. Pursuant to the new policy, any director or director nominee who is not also a named executive officer of a public company should not serve on more than four public company boards (including our board), and any director or director nominee who is a named executive officer of a public company should not serve on more than two public company boards (including our board and the board of the company for which the director serves as a named executive officer). In the event a director or director nominee serves on more boards than permitted by this policy, such director will be expected to become compliant with the policy in advance of Sempra Energy’s next annual shareholders meeting. Additionally, our Corporate Governance Guidelines provide that no member of the Audit Committee may serve on more than a total of three audit committees of public companies (including our Audit Committee) unless the board affirmatively determines that a director’s multiple service on audit committees does not impair the director’s effectiveness on our Audit Committee.

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 Lead Independent Director, presides over each board meeting.

The Chairman of the Board leads all board meetings and proposes the agenda and schedule for each meeting, which the Lead Independent Director then reviews and modifies or approves. Committee agendas and schedules are set by or in consultation with the committee chair and with the approval of the Lead Independent 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 and materials may be presented at the meetings.

At executive sessions, directors convene in both director-only sessions and sessions with non-management directors only to discuss issues such as succession planning, Chief Executive Officer performance and compensation (although the Chief Executive Officer is not present for deliberations or approvals of his own 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 Lead Independent Director presides over executive sessions in which the Chairman of the Board is not present.

During 2020, the board held 11 meetings and committees of the board, including standing and ad hoc committees, collectively held 52 meetings. Directors, on an aggregate basis, attended 96% of the combined number of these meetings. Each incumbent director attended at least 75% of the aggregate 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. Thirteen members of the board attended our 2020 annual shareholders meeting, which also was held virtually.

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

Corporate Governance

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.

Each independent director receives an evaluation survey for each other independent director Directors forward completed surveys to an outside law firm that compiles results, maintaining confidentiality The law firm provides compiled results to the Corporate Governance Committee Chair who discusses with the CEO The Corporate Governance Committee Chair and CEO address specific issues directly with individual directors as needed The full board discusses results and identifies areas in which the board can be improved and enhanced to increase board effectiveness

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 and operate LNG liquefaction facilities for the export of LNG worldwide and that develop and operate energy infrastructure in the United States and Mexico. Risks are inherent in these businesses, including, among others, health, safety and operational risks, human capital risks, regulatory and compliance risks, cybersecurity risks, climate and other environmental risks, business and financial risks and reputational risks.

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 oversight 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 standing board committees by topic and forming ad hoc committees to manage and oversee certain specific risks as needed. For example, the responsibilities of the board’s Safety, Sustainability 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 periodically report to the full board regarding their respective committees’ risk oversight role.

The board and its appropriate committees periodically review and evaluate the material risks we face. In addition, a review of Sempra Energy’s most material risks and mitigation strategies for these risks 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. 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, among other things, 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 and other current events that may impact the company. 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.

Corporate Governance

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

For additional information on the responsibilities of board committees, see “Board Committees” below.

Board Approach to Certain Key ESG Topics

The board recognizes the importance of risks and opportunities related to environmental stewardship, safety and stakeholder engagement and responsible governance and believes a focus on these factors is consistent with our vision, mission and values and can help our company achieve better business outcomes. In order to strengthen and clarify the way in which the board oversees and considers sustainability and other ESG matters, the board changed the name of its Environmental, Health, Safety and Technology Committee to “Safety, Sustainability and Technology Committee” and has revised this committee’s charter to describe more fully the committee’s oversight of and focus on these matters. The board continues to strongly focus on the ESG topics discussed below.

Safety and COVID-19

Health and safety are foundational at the Sempra Energy family of companies. In addition to our enterprise-wide commitment to safety improvement and our ongoing focus on safety and reliability in our operations and our capital spending, the board and management directed significant efforts and attention in 2020 to the COVID-19 pandemic. As soon as the severity of the pandemic became known, the board began holding informal weekly calls with management to monitor and oversee management’s robust response and ongoing efforts to address the impact of the pandemic on the employees, customers and communities served by the Sempra Energy family of companies. This response included:

Corporate Governance

High-Performance Culture

In addition to safety oversight, there is a strong focus on building a high-performing and inclusive culture at the board level. As discussed elsewhere in our proxy materials, the board also takes an active role in overseeing efforts to promote diversity and inclusion in our workforce, primarily through its Compensation and Talent Development Committee. This includes working with senior management to help ensure that, at the heart of our value of championing people, the company maintains its commitment to invest in our employees and to advance inclusivity in our business culture. We believe this elevates our performance and helps us to partner responsibly.

Energy Transition

The board, primarily through its Safety, Sustainability and Technology Committee, takes an active role in providing oversight of the company’s strategies for helping to enable a just energy transition in the markets we serve, with a view towards achieving net-zero greenhouse gas emissions in our own operations by 2050 and enabling our customers to work toward their own net-zero greenhouse gas emissions goals by 2050. This includes reviewing business risks and opportunities in the context of local, national and global energy, economic and climate trends, as well as overseeing the company’s strategies and capabilities relating to safety and reliability; decarbonization of key market sectors, including power generation, industry and transportation; digitization of energy systems, including use of robotics and artificial intelligence; and diversification of energy systems, including the integration of distributed energy resources. In addition, the board oversees the company’s efforts to minimize the impact of company operations on the environment.

Transparency

The board believes transparency with respect to key ESG risks and opportunities is an important way for us to convey to our shareholders and other stakeholders how we prioritize these topics. As a result, we perform stakeholder-driven materiality assessments and make extensive disclosures about these topics, in many cases surpassing the standards of our peers or expectations for our industry, and our board oversees many of these disclosures. For example, our annual corporate 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, employee 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. We prepare our sustainability disclosures in alignment with the guidelines of many of the largest sustainability frameworks in the world, including Global Reporting Initiative (GRI) Standards, the Sustainability Accounting Standards Board (SASB) framework for electric utility and natural gas utility performance, the Task Force on Climate-related Financial Disclosures (TCFD) guidelines, the CDP (formerly Carbon Disclosure Project) disclosure system and the Edison Electric Institute and American Gas Association combined template. In 2021, we expect to pilot the new International Business Council Stakeholder Capitalism disclosure framework. In addition, our Annual Report to Shareholders includes descriptions and other detailed information about our efforts and goals to promote diversity and inclusion in our workforce, including information about the gender and racial/ethnic make-up of our workforce.

Succession Planning and Management Development

Our Compensation and Talent Development Committee oversees and regularly evaluates leadership succession planning practices and results. The committee reports at least annually to the Board of Directors on succession planning, including policies and principles for executive officer selection. In connection with this review and the departures of Dennis V. Arriola and George W. Bilicic in 2020, the board appointed Kevin C. Sagara as Executive Vice President and Group President of Sempra Energy in June 2020.

Review of Related Person Transactions

SEC rules require us to describe any transaction since the beginning of 2020 or any currently proposed transaction involving more than $120,000 in which we were or will be a participant and any of our directors, director nominees, executive officers, persons or entities known by us to be a beneficial owner of more than 5% of our common stock, or any member of their respective immediate families, had 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, among other things, the identity of the related person, the nature and terms of the transaction, the interest of the related person in the transaction and the dollar amount involved. There were no transactions requiring such review since the beginning of 2020.

Corporate Governance

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.

Board Committees

Our standing board committees consist of the Audit Committee, the Compensation and Talent Development Committee, the Corporate Governance Committee, the Safety, Sustainability 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.

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

		Audit		Compensation     and Talent     Development		Corporate     Governance		Safety,     Sustainability and     Technology		Executive
Alan L. Boeckmann						✓
Kathleen L. Brown						✓		✓		✓
Andrés Conesa		✓								✓
Maria Contreras-Sweet		✓		✓
Pablo A. Ferrero						✓		✓
William D. Jones				✓						✓
Jeffrey W. Martin
Bethany J. Mayer										✓
Michael N. Mears		✓						✓
Jack T. Taylor				✓						✓
Cynthia L. Walker		✓						✓
Cynthia J. Warner				✓		✓
James C. Yardley		✓						✓
✓ = Committee Member						= Committee Chair

Corporate Governance

Audit Committee

Our Audit Committee currently is, and at all times in 2020 was, entirely composed of independent directors under the independence standards for such a committee established by the NYSE and the SEC. 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, among other things:

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 audit partner, including by meeting with the lead audit partner candidate and discussing with the committee members and management. We most recently 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, and Ms. Walker, who is a member of the committee, are audit committee financial experts as defined by the rules of the SEC.

During 2020, the Audit Committee held seven meetings.

Compensation and Talent Development Committee

Our Compensation and Talent Development Committee (formerly named the Compensation Committee) currently is, and at all times in 2020 was, entirely composed of independent directors under the independence standards for such a committee established by the NYSE and the SEC. It assists the board 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, among others:

During 2020, the Compensation and Talent Development Committee held six meetings.

Corporate Governance

Corporate Governance Committee

Our Corporate Governance Committee currently is, and at all times in 2020 was, entirely composed of independent directors under the independence standards established by the NYSE. The committee’s responsibilities include, among others:

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 pursuant to the process described in Question 33 under “Information About 2022 Shareholder Proposals and Director Nominations” below. 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, background 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 views regarding the appropriate number of directors and the composition of the board, including its belief that the membership of the board should reflect diversity and be drawn from a pool of diverse, qualified candidates.

The committee, in recommending nominees to stand for election as directors at the Annual Shareholders Meeting, and the board, in approving the nominees, considered the individual experience, background, 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.

With respect to Dr. Conesa, the committee and the board also considered that he has been the Chief Executive Officer and a director of Grupo Aeroméxico S.A.B. de C.V. since 2005 and that Grupo Aeroméxico filed a voluntary petition under Chapter 11 of the U.S. federal bankruptcy laws on June 30, 2020. The committee and the board concluded that this event does not reflect upon the integrity of Dr. Conesa or his ability and qualifications to serve on our board, but was a direct result of the unprecedented global COVID-19 pandemic that resulted in domestic and international travel restrictions and severely impacted the air travel industry.

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

During 2020, the Corporate Governance Committee held six meetings.

Corporate Governance

Safety, Sustainability and Technology Committee

Our Safety, Sustainability and Technology Committee (formerly named the Environmental, Health, Safety and Technology Committee) is responsible for, among other things, assisting the board:

During 2020, the Safety, Sustainability and Technology Committee held five meetings.

Executive Committee

Our Executive Committee meets on call by the Chairman of this committee to act on emergency or other 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. The Executive Committee did not meet in 2020.

Communications with the Board

The board has adopted a Director Communications Policy to facilitate communications with the company’s Board of Directors, which is available on our website under the “Investors” and “Governance” tabs. 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 board or the specific directors or group of directors and in care of our Corporate Secretary. All such communications regarding executive compensation will be relayed to the Compensation and Talent Development 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, marketing or advertising materials and other routine items, as well as 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:

		C/O Corporate Secretary Board of Directors Sempra Energy 488 8th Avenue San Diego, CA 92101

Corporate Governance

Director Compensation

Overview

The Compensation and Talent Development 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, Chief Executive Officer and President, is summarized in the 2020 Summary Compensation Table appearing under “Executive Compensation—Compensation Tables” below.

Our 2020 director compensation program is summarized in the table below.

Retainers

Directors who are not employees of Sempra Energy received annual retainers in 2020 as set forth in the table above. Directors could 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 in 2020, non-employee directors were 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 received initial or annual equity awards, which are described below. Directors could elect to receive the initial and annual equity awards in the form of restricted stock units or phantom shares of our common stock.

In our 2020 director compensation program, any newly appointed non-employee director would have received an initial equity award of restricted stock units or phantom shares of our common stock having a market value of $90,000 and vesting (together with related reinvested dividend equivalents) on the first anniversary of the grant date. Thereafter, at each annual shareholders meeting (other than

Corporate Governance

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 receives a grant of restricted stock units or phantom shares of our common stock that, in our 2020 director compensation program, had a market value of $90,000 and vests (together with related reinvested dividend equivalents) on the date of the next annual shareholders meeting.

Unvested restricted stock units or phantom shares of our common stock 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.

Director Compensation Table

We summarize below the 2020 compensation of our non-employee directors who served on our board during the year.

2020 DIRECTOR COMPENSATION TABLE

Corporate Governance

The following table reflects the components of the stock awards granted to each non-employee director in 2020:

The following table summarizes outstanding equity balances for each non-employee director at December 31, 2020:

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 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, and Ms. Walker, a member of the committee, are audit committee financial experts 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 Securities and Exchange Commission, 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 management the audited financial statements included in the company’s Annual Report on Form 10-K for the year ended December 31, 2020, 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, 2020, 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 1, 2021, 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 each of our directors and named executive officers and by our directors and executive officers as a group in each case 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 may be settled only for cash. In addition, in calculating these percentages we used the 302,705,890 shares of our common stock that were outstanding as of March 1, 2021.

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

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, 2020, the persons or entities known by us to be a beneficial owner of more than 5% of our common stock were as follows:

Delinquent Section 16(a) Reports

Our directors and executive officers, as well as persons who beneficially own more than 10% of our common stock, are required to file reports with the SEC regarding certain transactions in our equity securities. During 2020, one such transaction for an award of restricted stock units granted to Peter R. Wall was reported on one late-filed Form 4.

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 meeting of our shareholders for terms expiring at the next annual meeting of our shareholders. The Board of Directors has nominated the following 12 individuals to stand for election as directors, all of whom are currently directors:

Properly executed proxies will be voted “FOR” each of these 12 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 12 nominees.

In keeping with our retirement policy, Kathleen L. Brown was not nominated to stand for re-election and, immediately following this year’s Annual Shareholders Meeting, as adjourned or postponed, Ms. Brown will no longer serve as a director of the company.

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

Proposals to be Voted On

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

Experience/Qualifications Accounting and Finance 11 Experience in accounting and financial matters, including the oversight of financial statements and operating results Business / Markets 9 Experience as a senior leader specifically in regions and markets where Sempra Energy and its operating companies have operations Corporate Governance 10 Experience on or supporting a public company board, maintaining board and management accountability, protecting shareholder interests and observing appropriate governance practices Cybersecurity 6 In-depth knowledge of technology and data security systems through industry experience or academia Diversity, Equity and Inclusion (DE&I) 6 Experience participating in or leading executive DE&I councils, chairing/sponsoring employee DE&I councils or business resource groups, signing on to DE&I commitments or mentoring talent from under-represented groups Energy Industry Experience 6 Experience in the energy industry outside of Sempra Energy Environmental, Health and Safety 10 Experience in operating responsible and sustainable businesses and oversight of environmental, health and safety systems and procedures Government, Regulatory and Public Policy 9 Experience in managing governmental and regulatory affairs, advancing public policy and community and public relations Infrastructure Development 11 Experience in the development and management or oversight of capital projects involving physical systems (e.g., transportation, water and electric systems), real estate acquisitions and construction activities Risk Management 10 Experience in oversight of risk management, or in a senior compliance or regulatory role Strategic Planning 11 Experience in developing corporate strategies and long-term business plans Technology 6 Leadership and oversight experience in technological trends, digital platforms and/or efficiency improvements through technology

The charts below summarize the diversity, tenure and independence of our directors nominated to stand for election at the Annual Shareholders Meeting: 58% of our director nominees are women and/or people of color; 58% of our director nominees have served less than five years, with an average tenure of 6.5 years; and 83% of our director nominees are independent.

Director Nominee Composition 58% of our board nominees are diverse: 1 African American 3 Latino* 4 Women* *One director is a woman of color. Tenure (Years) Average: 6.5 / Median: 4.1 < 5 5-10 > 10 Years Years Years 83% 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 during which 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

		Alan L. Boeckmann, 72, has been a director since 2011. He has been the Executive Chairman and a director of Fluor Corporation, a leading engineering, procurement, construction and maintenance services company, since May 2019. In 2012, he retired as the Non-Executive Chairman of Fluor. From 2002 to early 2011, Mr. Boeckmann was the Chairman and Chief Executive Officer of Fluor. Prior to that, he held a number of senior management and operating positions at Fluor. He is a former director of Archer-Daniels-Midland Company, BHP Billiton, BP p.l.c., Burlington Northern Santa Fe Corporation and the National Petroleum Council.   Mr. Boeckmann has been an outspoken business leader in promoting international standards for business ethics and was instrumental in the formation of the World Economic Forum’s Partnering Against Corruption Initiative in 2004. His extensive board, executive management and infrastructure construction experience, coupled with his commitment to ethical conduct in international business activities, makes him a valuable member of our board.
		Andrés Conesa, Ph.D., 51, has been a director since 2017. He has been the Chief Executive Officer and a director of Grupo Aeroméxico, S.A.B. de C.V., an air transportation services company, since 2005. Previously, Dr. Conesa held several positions in the Mexico Federal Government: from 2003 to 2005, he was Chairman of the Board of Directors of CINTRA (the holding company of Aeroméxico and Mexicana), and from 1991 to 2004, he served in various capacities at the Mexican Ministry of Finance, most recently as Deputy Undersecretary of Public Credit. He was a member of the Board of Governors of the International Air Transport Association from 2008 until June 2018 and served as its Chairman during the 2015 term. Dr. Conesa is a former director of IEnova, Genomma Lab International and the Mexican Stock Exchange.   Dr. Conesa’s extensive experience and knowledge of transnational business activities and the Mexican regulatory and financial sectors make him a valuable member of our board, particularly as we look to expand our operations in Mexico.
		Maria Contreras-Sweet, 65, has been a director since 2017. She became the Managing Member of both Contreras Sweet Companies, LLC, a marketing and research solutions company, and Rockway Equity Partners, a private-equity firm that invests in technology, manufacturing and infrastructure-related companies, in October 2017. From April 7, 2014 through January 20, 2017, she served as the 24th Administrator of the U.S. Small Business Administration and as a member of President Obama’s cabinet. Ms. Contreras-Sweet was a founder of ProAmerica Bank where she served as Executive Chairwoman from 2006 to 2014. She was Co-Founder and Managing Partner of Fortius Holdings from 2003 to 2006. Prior, she served as the California cabinet Secretary of the Business, Transportation and Housing Agency from 1999 to 2003. She was appointed chair to the finance committee of CA-ISO (California Independent System Operator) to help solve the state’s 2000-2001 energy crisis. Ms. Contreras-Sweet served as a senior executive for Westinghouse Electric Company’s 7-Up/RC Bottling Company, where she became an equity partner. She is a director of Regional Management Corp., TriNet, Inc. and the Bipartisan Policy Center and is a distinguished fellow of the Larta Institute. Ms. Contreras-Sweet has received honorary doctorates from Tufts University, Whittier College, La Verne University, Mount St. Mary’s University and California State University, Los Angeles.   Ms. Contreras-Sweet possesses extensive knowledge and executive experience in both the public and private sectors. She brings a strong understanding of banking, infrastructure, supply chains, and global innovation, as well as a deep understanding and familiarity with government and regulatory bodies in our marketplace and experience with small and medium-sized businesses, which makes her a valuable contributor to our board.
		Pablo A. Ferrero, 58, has been a director since 2013. He is an independent energy consultant. From 2006 to 2011, Mr. Ferrero served as Executive Vice President for the Southern Cone at AEI Energy, a power generation and distribution and gas transmission and distribution company. From 2004 to 2006, he was the Chief Executive Officer of Transportadora de Gas del Sur S.A. He is executive director at MSU Energy S.A. and a former director of Metrogas, Pampa Energía, RDA Renting, S.A., TGS, Transener Edesur, Petrobras Energía, Emdersa, EDESA Holding, EDEN, Emgasud, Servicios Petroleros Argentina, Refinor, Oldelval, Termap, Chilquinta Energía (Chile), Luz del Sur (Peru), Petrolera Andina (Bolivia) and Promigas (Colombia).   Mr. Ferrero has a deep understanding of the energy industry and in particular international energy operations. This understanding of international energy operations along with his extensive executive and board experience make him a valuable member of our board.

Proposals to be Voted On

		William D. Jones, 65, has been a director since Sempra Energy’s inception in 1998. He has been the President and Chief Executive Officer and a director of CityLink Investment Corporation, a commercial real estate investment and development services firm, since 1994. From 2001 through 2018, Mr. Jones was the President, Chief Executive Officer and a director of City Scene Management Company, a real estate management company. From 1989 to 1993, Mr. Jones served as General Manager/Senior Asset Manager and Investment Manager with certain real estate subsidiaries of The Prudential. Previously, he served as a San Diego City Council member and as Deputy Mayor of San Diego. Mr. Jones is a director and, in some cases, Board Chair of certain funds under management by the Capital Group and Capital Group Private Client Services. He is an NACD Board Leadership Fellow. Mr. Jones is a trustee of the University of California San Diego Foundation and its Investment Committee and the Real Estate Advisory Council. Mr. Jones is a former director of The Price Real Estate Investment Trust, Southwest Water Company, the Federal Reserve Bank of San Francisco and the San Diego Padres baseball team and is a former Chairman of the Board of the Los Angeles Branch of the Federal Reserve Bank of San Francisco, the former Chairman of the Board of Trustees of the Francis Parker School and former Board Trustee of the University of San Diego. Mr. Jones has extensive experience as a real estate developer in San Diego, where he built the City Heights Urban Village, an award-winning redevelopment project.   Mr. Jones’ background in the public and financial arenas, along with his real estate expertise, has been helpful to our board as it considers the development of large infrastructure projects, which require extensive amounts of land and an understanding of the construction and real estate industries. He is also an experienced director of board governance matters and has earned the NACD board leadership fellow designation. His expertise in these areas makes him a vital member of our board.
		Jeffrey W. Martin, 59, has been a director since 2018. Mr. Martin is the Chairman and Chief Executive Officer of the company. Previously, Mr. Martin served as Executive Vice President and Chief Financial Officer of the company since January 2017. Prior to that, he served at SDG&E as the Chief Executive Officer and a director beginning in January 2014. Continuing in those roles, he also was appointed as President in October 2015 and as Chairman in November 2015, serving in each of these offices through December 2016. From 2010 to 2013, Mr. Martin served as the President and Chief Executive Officer of Sempra U.S. Gas & Power (USGP), a previous business unit of the company, and USGP’s predecessor organization, Sempra Generation. Before that, he served as Vice President — Investor Relations for Sempra Energy. Prior to joining the company in December 2004, Mr. Martin was chief financial officer of NewEnergy, Inc. He also formerly served as corporate counsel at UniSource Energy Corporation and was an attorney at the law firm of Snell & Wilmer, LLP. Mr. Martin currently serves as a director of Oncor, of which Sempra Energy indirectly owns 80.25%. Mr. Martin serves on the board of directors of the American Petroleum Institute and on the board of trustees of the University of San Diego. He also is a governor of the Oil and Gas and Electricity communities for the World Economic Forum and is a member of the Business Roundtable. He previously served on the boards of directors of the Edison Electric Institute, California Chamber of Commerce and National Association of Manufacturers.   Mr. Martin, in his position as Chairman and Chief Executive Officer of Sempra Energy, oversees the management of all aspects of our business and leads the overall activities of the Board of Directors. His performance and leadership in previous senior executive positions at Sempra Energy, his experience as an employee of the company and its subsidiaries for more than 16 years, and his broad understanding of the energy industry, make Mr. Martin a valuable member of our board.
		Bethany J. Mayer, 59, has been a director since 2019. She previously served as a director from February 2017 until October 2018 when she was appointed Executive Vice President — Corporate Development and Technology of the company effective November 26, 2018, a position from which she resigned in January 2019. In January 2018, she became an Executive Partner with Siris Capital Group LLC, a private equity firm that invests in technology companies. From April to December 2017, she was the Senior Vice President of Keysight Technologies, an electronics testing and measurement equipment and software manufacturing company, and President of its Ixia Solutions Group. From 2014 until its acquisition by Keysight Technologies in 2017 she was the President and Chief Executive Officer and a director of Ixia, a provider of testing, visibility and security solutions for physical and virtual networks. Prior to joining Ixia, Ms. Mayer held several key executive roles at HP since 2010, including as Senior Vice President and General Manager of HP’s Network Business Unit. Prior to joining HP, Ms. Mayer served as Senior Vice President, Worldwide Marketing and Corporate Development at Blue Coat Systems and, before that, she held roles at Cisco Systems, Apple Computer and Lockheed Martin. Ms. Mayer is a director of Box Inc., LAM Research Corporation and Marvell Technology Group Ltd and a former director of Delphi Automotive plc.   Ms. Mayer’s extensive technology background and deep understanding of network security, together with her executive and public company board experience, make her a valuable member of our board.

Proposals to be Voted On

		Michael N. Mears, 58, has been a director since 2018. He has been Chairman, President and Chief Executive Officer of Magellan Midstream Partners, L.P., which transports, stores and distributes petroleum and petroleum products, since 2011. From 2008 through 2011, he served as Chief Operating Officer of Magellan. Mr. Mears was a Senior Vice President of Magellan GP, LLC, general partner of Magellan, from 2007 through 2008 and a Vice President from 2004 to 2007. Prior to joining Magellan in 2004, he served as a Vice President of Subsidiaries of The Williams Companies, Inc. from 1996 to 2004. Mr. Mears also worked in various management positions with Williams Pipe Line Company (now known as Magellan Pipeline Company, L.P.) since joining Williams in 1985. He is a member of the board of directors of the Association of Oil Pipelines and is a director of the Tulsa Regional Chamber.   Mr. Mears’ extensive knowledge of the energy industry, as well as his executive, commercial and operational experience, make him a valuable member of our board.
		Jack T. Taylor, 69, has been a director since 2013. He was the Chief Operating Officer — Americas and Executive Vice Chair of U.S. Operations for KPMG LLP from 2005 to 2010. From 2001 to 2005, he served as the Vice Chairman of U.S. Audit and Risk Advisory Services for KPMG. Mr. Taylor is an NACD Board Leadership Fellow and a member of the NACD Audit Committee Chair Advisory Council. He is a director of Genesis Energy LP and Murphy USA Inc.   Mr. Taylor has extensive experience with financial and public accounting issues as well as a deep knowledge of the energy industry. He spent over 35 years as a public accountant at KPMG LLP, many of which he worked in a leadership capacity. This experience with financial and public accounting issues, together with his executive experience and knowledge of the energy industry, makes him a valuable member of our board.
		Cynthia L. Walker, 44, has been a director since 2018. She served as Senior Vice President, Midstream & Marketing, for Occidental Petroleum Corporation, an integrated oil and gas exploration and production company, from 2016 until October 2019. From 2014 to 2016, she was Occidental’s Senior Vice President, Strategy and Development. She joined Occidental in 2012 as Executive Vice President and Chief Financial Officer. Prior to that, Ms. Walker was a managing director at Goldman Sachs & Co. where she worked for 12 years providing strategic advice in high-profile energy industry transactions as a senior member of the Global Natural Resources Group and Mergers and Acquisitions Group. She is a director of Oasis Petroleum Inc. and of the Houston Zoo and the Children’s Museum of Houston.   Ms. Walker’s extensive knowledge and executive experience in the natural gas and energy industries, as well as her prior experience in finance and mergers and acquisitions, make her a valuable member of our board.
		Cynthia J. Warner, 62, has been a director since 2019. She has served as President and Chief Executive Officer and a director of Renewable Energy Group, Inc., an advanced biofuel producer, since January 2019. Ms. Warner served as Executive Vice President of Operations for Andeavor (formerly Tesoro Corporation), a refiner and marketer of petroleum products, from August 2016 until October 2018, when Andeavor was acquired by Marathon Petroleum Corp. Prior to that, she served as Andeavor’s Executive Vice President of Strategy and Business Development from October 2014 to August 2016. Ms. Warner previously served as Chairman and Chief Executive Officer of Sapphire Energy, Inc. after a 25-year career at BP and Amoco, Inc. (prior to its acquisition by BP). Ms. Warner is a director of IDEX Corporation and is a member of the National Petroleum Council and Board of Visitors of Vanderbilt University School of Engineering. Ms. Warner will retire as a director of IDEX Corporation and will not stand for re-election at its upcoming annual shareholders meeting in May 2021.   Ms. Warner’s extensive experience in the global energy industry, particularly with respect to clean and renewable energy, makes her a valuable member of our board.
		James C. Yardley, 69, has been a director since 2013. He was Executive Vice President of El Paso Corporation, a natural gas pipeline company and oil and gas producer, and President of its Pipeline Group from 2006 through 2012. Mr. Yardley was also the President and Chief Executive Officer of El Paso Pipeline GP Company LLC, the general partner of El Paso Pipeline Partners, L.P., a master limited partnership that owned and operated interstate natural gas transportation pipelines, storage and other midstream assets, from 2007 through 2012. From 1998 through 2006, he was the President of Southern Natural Gas Company, previously a unit of El Paso Corporation and now a unit held jointly by Kinder Morgan Inc. and The Southern Company. Mr. Yardley is a former director of El Paso Pipeline GP Company LLC, and Scorpion Offshore Ltd.   Mr. Yardley has extensive experience in the natural gas industry and in particular the midstream portion of that industry. He has spent over 34 years in the energy sector, many of which he worked in a leadership capacity, and has public company board experience. This specialized energy industry experience, together with Mr. Yardley’s executive and public company board experience, makes him a valuable member of our board.

Proposals to be Voted On

Proposal to be Voted on, Board Recommendation and Vote Required

We are asking our shareholders to elect each of the 12 nominees named in this proxy statement as directors of our company. We have not received notice of any additional candidates to be nominated to stand for election as directors at the 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 until our next annual shareholders meeting and until his or her successor has been elected and qualified or until his or her earlier resignation or removal.

Proposals to be Voted On

Proposal 2: Ratification of Appointment 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 2021. 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 2020 and 2019:

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight, including the oversight of the audit fee negotiations, of our independent registered public accounting firm. 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 for Sempra Energy for 2020 and 2019. 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, and 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 committee’s 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 and quality of service and 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

Proposals to be Voted On

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, which most recently occurred in 2019, the Audit Committee and its Chair are directly involved in the selection of the new lead engagement partner.

Proposal to be Voted On, Board Recommendation and Vote Required

We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021. Ratification would be advisory only, but the Audit Committee may 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 2020 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 2022 annual shareholders meeting.

Proposal to be Voted on, Board Recommendation and Vote Required

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 and Talent Development 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 and Talent Development Committee will evaluate what actions may be necessary or appropriate to address those concerns.

Proposals to be Voted On

Shareholder Proposals

Proposals 4 and 5 were submitted for inclusion in this proxy statement at the direction of shareholders 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 and “AGAINST” Proposal 5. In accordance with SEC rules, the proposals and their supporting statements are being reprinted as they were submitted to Sempra Energy by the applicable proponent and Sempra Energy takes no responsibility for them. As a result, the proposals and their supporting statements may contain assertions about the company or other statements or references to websites that contain information 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 proposals and their supporting statements and has made voting recommendations based on the specific reasons described in the board’s statements opposing the proposals set forth below. We have put boxes around the materials provided by the proponents so that readers can easily distinguish between material provided by the proponents and material provided by the company.

Proposal 4 was submitted by Mr. John Chevedden, who has advised us that he or a representative intends to introduce the proposal included below at the Annual Shareholders Meeting. Sempra Energy has been advised that Mr. Chevedden is the owner of no fewer than 100 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 Requesting an Amendment to Our Proxy Access Bylaw to Eliminate the Shareholder Nominating Group Limit

The Board of Directors recommends a vote AGAINST this proposal because it believes our company and our shareholders are best served by our existing proxy access bylaw, which provides meaningful and appropriate proxy access rights that are aligned with current market practices and properly balance the need to protect the interests of all our shareholders.

Our Existing Proxy Access Bylaw

In December 2015, our board adopted proxy access for director nominations, which allows eligible shareholders to nominate directors and include those nominees in our proxy materials. As set forth in our bylaws, a group of up to 20 shareholders owning at least 3% of our outstanding common stock in the aggregate for at least three years may nominate and include in our proxy materials up to the greater of (i) 20% of the total number of directors in office at the deadline for nominations and (ii) two individuals, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in our bylaws.

Our Proxy Access Bylaw’s Limit on the Size of a Nominating Group Is In Line With Shareholder Feedback and Market Practice

In shaping our proxy access bylaw, our board evaluated various alternative proxy access formulations and engaged in extensive discussions with our major shareholders. Importantly, the 20-shareholder aggregation limit aligned with input we received from most of our shareholders and with best governance practices. Moreover, our shareholders have expressed continued support for the terms of our proxy access framework during our ongoing shareholder outreach since our proxy access bylaw was adopted. As a result, our board continues to believe the proxy access provisions set forth in our current bylaws reflect the preferences of our shareholders.

The terms of our proxy access rights are also consistent with overwhelming market practice. Specifically, a 20-shareholder aggregation limit has been widely adopted by companies that provide proxy access rights to their shareholders. According to a study published by Sidley Austin LLP, of the 565 public companies that adopted proxy access bylaws between 2015 and 2019, approximately 93% of them adopted an aggregation limit of 20 shareholders.

A Proxy Access Bylaw With No Nominating Group Limit Could Be Harmful to the Company and Its Shareholders

When a shareholder group submits a nominee under our proxy access bylaw, the company must verify that the eligibility and procedural requirements are satisfied by each member of the group. The absence of a reasonable limitation on the number of shareholders participating in a proxy access nomination group could require the company to make time-consuming inquiries into the nature and duration of the share ownership of a large number of shareholders, distracting our employees and creating excessive expense for the company. Moreover, the absence of a reasonable nominating group limit could allow for misuse of proxy access rights by shareholders with a narrow and short-term special interest. The shareholder aggregation limit in our proxy access bylaw strengthens the principle that we believe is shared by most of our shareholders – the right to nominate a director using the company’s proxy statement should strike the balance of requiring at least one shareholder with a sufficient financial stake in the company to cause their interests to be aligned with the interests of our shareholders as a whole, while providing a reasonable opportunity for like-minded shareholders who may not have significant shareholdings to participate in the process.

For these reasons, the board believes, consistent with boards of directors of a substantial majority of public companies that have adopted proxy access, that its current proxy access framework strikes an appropriate balance between making proxy access available to shareholders and creating an undue burden and expense on the company to the detriment of its shareholders.

Removing The Limit on the Size of a Proxy Access Nominating Group Would Not Meaningfully Enhance Proxy Access At Our Company

We believe a 20-shareholder aggregation limit is particularly appropriate for our company in light of our shareholder base. As of December 31, 2020, our 50 largest institutional shareholders held approximately 69% of our outstanding shares, all of whom individually owned more than 0.15% of our outstanding shares (which is the average ownership needed for 20 shareholders to aggregate to 3%), and six of our shareholders individually owned more than 3% of our outstanding shares. Under our proxy access bylaw, any of our shareholders may combine with up to 19 other shareholders (provided they have all continuously held their shares for at least three years) to meet the 3% ownership requirement. Given the concentration of our shareholder base, our existing proxy access bylaw provides numerous opportunities for any of our shareholders to combine with as few as one other like-minded shareholder to satisfy such bylaw’s ownership requirements, and thus eliminating the 20-shareholder aggregation limit would not provide our shareholders with meaningful new rights.

Proposals to be Voted On

Proxy Access Is Just One of Our Many Strong Corporate Governance Practices

Our board is committed to implementing corporate governance practices that operate for the benefit of our shareholders. We describe many of these practices under “Proxy Statement Summary—Shareholder Engagement and Governance Practices” and “Corporate Governance” above. With respect to our shareholders’ ability to influence the composition of our board, in addition to our proxy access rights we have adopted:

Summary

The 20-shareholder aggregation limit in our proxy access bylaw reflects the results of engagement with our shareholders and consideration of prevailing market practices. A proxy access bylaw with no nominating group limit, as Proposal 4 requires, could impose significant burdens on the company without providing any meaningful enhanced benefits to our shareholders. Therefore, the board believes our existing proxy access rights best serve the interests of our company and all our shareholders, and are one of the many strong corporate governance practices our board has adopted.

Proposal to be Voted On, Board Recommendation and Vote Required

At the request of Mr. Chevedden, our shareholders are being asked to vote on the proposal set forth above requesting an amendment to our proxy access bylaw to eliminate the shareholder nominating group limit, and we are recommending that shareholders vote against this proposal. This proposal will not be approved unless it receives “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 represents more than 25% of our outstanding shares.

Proposals to be Voted On

Proposal 5 was submitted by Putney School Inc Endowment Inv Mgr and other co-filers and by Calvert Research and Management. We have been advised that a representative of the co-filers intends to introduce the resolution included below at the Annual Shareholders Meeting. The company has been advised that Putney School Inc Endowment Inv Mgr is the owner of 62 shares of Sempra Energy common stock and Calvert Research and Management is the owner of 64,363 shares of Sempra Energy common stock. The company will furnish the names, addresses and share ownership of the co-filers of this proposal promptly upon oral or written request.

The Proposal