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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): | May 14, 2021 |
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SEMPRA ENERGY |
(Exact name of registrant as specified in its charter) |
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California | | 1-14201 | | 33-0732627 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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488 8th Avenue, San Diego, California | | 92101 |
(Address of principal executive offices) | | (Zip Code) |
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Registrant's telephone number, including area code | (619) 696-2000 |
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(Former name or former address, if changed since last report.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: |
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
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Sempra Energy Common Stock, without par value | SRE | NYSE |
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Sempra Energy 6.75% Mandatory Convertible Preferred Stock, Series B, $100 liquidation preference | SREPRB | NYSE |
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Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value | SREA | NYSE |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). |
Emerging growth company ☐ | | |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2021 Annual Shareholders Meeting of Sempra Energy (the “Company”) was held on May 14, 2021. At the Annual Shareholders Meeting, the Company’s shareholders:
(1)elected for the ensuing year all 12 of the director nominees up for election and listed below;
(2)ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021;
(3)approved, on an advisory basis, the Company's executive compensation as reported in the Company's proxy statement for the Annual Shareholders Meeting;
(4)did not approve a shareholder proposal requesting an amendment to the Company’s proxy access bylaw to eliminate the shareholder nominating group limit; and
(5)did not approve a shareholder proposal requesting a report on the alignment of the Company’s lobbying activities with the Paris Agreement.
Below are the final voting results for each matter voted on at the Annual Shareholders Meeting, as certified by the Company’s inspector of election at such meeting.
Proposal 1: Election of Directors
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Nominees | Votes For | % of Votes Cast | Votes Against | % of Votes Cast | Abstentions | Broker Non-Votes |
Alan L. Boeckmann | 249,747,697 | | 99.21 | % | 2,000,785 | | 0.79 | % | 307,546 | | 20,166,671 | |
Andrés Conesa | 249,853,208 | | 99.25 | % | 1,888,449 | | 0.75 | % | 314,371 | | 20,166,671 | |
Maria Contreras-Sweet | 248,694,552 | | 98.79 | % | 3,049,511 | | 1.21 | % | 311,965 | | 20,166,671 | |
Pablo A. Ferrero | 250,578,010 | | 99.54 | % | 1,167,989 | | 0.46 | % | 310,029 | | 20,166,671 | |
William D. Jones | 241,325,690 | | 95.87 | % | 10,395,204 | | 4.13 | % | 335,134 | | 20,166,671 | |
Jeffrey W. Martin | 233,641,116 | | 93.15 | % | 17,183,779 | | 6.85 | % | 1,231,133 | | 20,166,671 | |
Bethany J. Mayer | 249,411,480 | | 99.07 | % | 2,342,329 | | 0.93 | % | 302,219 | | 20,166,671 | |
Michael N. Mears | 250,282,377 | | 99.42 | % | 1,466,687 | | 0.58 | % | 306,964 | | 20,166,671 | |
Jack T. Taylor | 249,792,775 | | 99.22 | % | 1,952,436 | | 0.78 | % | 310,817 | | 20,166,671 | |
Cynthia L. Walker | 250,493,661 | | 99.49 | % | 1,273,025 | | 0.51 | % | 289,342 | | 20,166,671 | |
Cynthia J. Warner | 250,366,060 | | 99.45 | % | 1,372,375 | | 0.55 | % | 317,593 | | 20,166,671 | |
James C. Yardley | 250,486,009 | | 99.50 | % | 1,251,024 | | 0.50 | % | 318,995 | | 20,166,671 | |
As previously reported in the Company’s proxy statement for the Annual Shareholders Meeting and in accordance with its director retirement policy, Kathleen L. Brown was not nominated to stand for re-election as a director of the Company at the Annual Shareholders Meeting. Accordingly, Ms. Brown retired as a director of the Company effective May 14, 2021.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
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| Votes | % of Votes Cast |
Votes For | 262,541,997 | | 96.55 | % |
Votes Against | 9,371,589 | | 3.45 | % |
Abstentions | 309,113 | | — | % |
Broker Non-Votes | — | | — | % |
Proposal 3: Advisory Approval of the Company’s Executive Compensation
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| Votes | % of Votes Cast |
Votes For | 244,113,359 | | 97.11 | % |
Votes Against | 7,267,393 | | 2.89 | % |
Abstentions | 675,276 | | — | % |
Broker Non-Votes | 20,166,671 | | — | % |
Proposal 4: Shareholder Proposal Requesting an Amendment to the Company’s Proxy Access Bylaw to Eliminate the
Shareholder Nominating Group Limit
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| Votes | % of Votes Cast |
Votes For | 61,186,471 | | 24.66 | % |
Votes Against | 186,887,044 | | 75.34 | % |
Abstentions | 3,982,513 | | — | % |
Broker Non-Votes | 20,166,671 | | — | % |
Proposal 5: Shareholder Proposal Requesting a Report on Alignment of the Company’s Lobbying Activities with the Paris
Agreement
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| Votes | % of Votes Cast |
Votes For | 92,978,629 | | 37.47 | % |
Votes Against | 155,179,155 | | 62.53 | % |
Abstentions | 3,898,244 | | — | % |
Broker Non-Votes | 20,166,671 | | — | % |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| SEMPRA ENERGY, |
| (Registrant) |
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Date: May 18, 2021 | By: /s/ Peter R. Wall |
| Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer |