Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 14, 2021
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
NYSE
Sempra Energy 6.75% Mandatory Convertible Preferred Stock, Series B, $100 liquidation preference
SREPRB
NYSE
Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value
SREA
NYSE
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 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
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
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
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
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
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.
SEMPRA ENERGY,
(Registrant)
Date: May 18, 2021
By: /s/ Peter R. Wall
Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer