Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 13, 2022
SEMPRA ENERGY
(Exact name of registrant as specified in its charter)
California
1-14201
33-0732627
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
488 8th Avenue, San Diego, California
92101
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code
(619)696-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Sempra Energy Common Stock, without par value
SRE
New York Stock Exchange
Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value
SREA
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Shareholders Meeting of Sempra Energy (the “Company”) was held on May 13, 2022. At the Annual Shareholders Meeting, the Company’s shareholders:
(1)
elected for the ensuing year all 11 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 2022;
(3)
approved, on an advisory basis, the Company's executive compensation as reported in the Company's proxy statement for the Annual Shareholders Meeting; and
(4)
did not approve a shareholder proposal requiring an independent board chairman.
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
Nominees
Votes For
% of Votes Cast
Votes Against
% of Votes Cast
Abstentions
Broker Non-Votes
Alan L. Boeckmann
256,512,064
98.23%
4,614,959
1.77%
284,839
17,236,831
Andrés Conesa
256,764,546
98.33%
4,361,056
1.67%
286,260
17,236,831
Maria Contreras-Sweet
257,817,580
98.73%
3,320,022
1.27%
274,260
17,236,831
Pablo A. Ferrero
258,691,514
99.07%
2,429,382
0.93%
290,966
17,236,831
Jeffrey W. Martin
246,452,450
94.68%
13,844,179
5.32%
1,115,233
17,236,831
Bethany J. Mayer
251,441,328
96.31%
9,641,504
3.69%
329,030
17,236,831
Michael N. Mears
259,660,076
99.44%
1,453,507
0.56%
298,279
17,236,831
Jack T. Taylor
258,107,694
98.84%
3,016,997
1.16%
287,171
17,236,831
Cynthia L. Walker
259,694,630
99.45%
1,427,224
0.55%
290,008
17,236,831
Cynthia J. Warner
252,953,722
97.00%
7,816,530
3.00%
641,610
17,236,831
James C. Yardley
259,702,590
99.45%
1,425,696
0.55%
283,576
17,236,831
As previously reported in the Company’s proxy statement for the Annual Shareholders Meeting, William D. Jones was not nominated to stand for re-election as a director of the Company at the Annual Shareholders Meeting. Accordingly, Mr. Jones retired as a director of the Company effective May 13, 2022.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
Votes
% of Votes Cast
Votes For
266,651,129
95.79%
Votes Against
11,728,336
4.21%
Abstentions
269,228
–
Broker Non-Votes
–
–
Proposal 3: Advisory Approval of the Company’s Executive Compensation
Votes
% of Votes Cast
Votes For
244,562,236
94.46%
Votes Against
14,337,525
5.54%
Abstentions
2,512,101
–
Broker Non-Votes
17,236,831
–
Proposal 4: Shareholder Proposal Requiring an Independent Board Chairman
Votes
% of Votes Cast
Votes For
98,761,173
37.87%
Votes Against
162,051,754
62.13%
Abstentions
598,935
–
Broker Non-Votes
17,236,831
–
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SEMPRA ENERGY,
(Registrant)
Date: May 16, 2022
By: /s/ Peter R. Wall
Peter R. Wall
Senior Vice President, Controller and Chief Accounting Officer
