UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
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May 19, 2011
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OGE ENERGY CORP.
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(Exact Name of Registrant as Specified in Its Charter)
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Oklahoma
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(State or Other Jurisdiction of Incorporation)
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1-12579
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73-1481638
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(Commission File Number)
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(IRS Employer Identification No.)
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321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma
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73101-0321
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(Address of Principal Executive Offices)
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(Zip Code)
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405-553-3000
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(Registrant’s Telephone Number, Including Area Code)
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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 (see General Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareowners of OGE Energy Corp. held on May 19, 2011, the shareowners:
Ÿ Elected the three directors nominated by the Board of Directors;
Ÿ Approved the amendment of the Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 125,000,000 to 225,000,000;
Ÿ Approved, on an advisory basis, executive compensation;
Ÿ Indicated a preference, on an advisory basis, to hold future advisory votes on executive compensation every year; and
Ÿ Ratified the appointment of Ernst & Young LLP as the Company’s principal independent accountants for 2011.
The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each of such matters, were as stated below.
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Proposal No. 1:
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Election of Directors
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Terms Expiring in 2012
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Kirk Humphreys
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62,552,119
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2,162,596
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19,512,170
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Linda Petree Lambert
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63,697,631
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1,017,084
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19,512,170
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Leroy C. Richie
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62,357,709
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2,357,006
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19,512,170
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Proposal No. 2:
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Votes
For
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Votes
Against
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Abstentions
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Amendment of the Restated
Certificate of Incorporation to
increase the number of
authorized shares of common
stock from 125,000,000 to
225,000,000
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74,756,002
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8,767,131
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703,752
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Proposal No. 3:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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Advisory vote on executive
compensation
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59,385,569
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3,601,688
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1,727,458
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19,512,170
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Proposal No. 4:
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3 Years
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2 Years
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1 Year
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Abstentions
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Broker
Non-Votes
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Advisory vote on the frequency
of advisory votes on executive
compensation
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11,401,816
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906,579
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50,455,131
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1,951,189
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19,512,170
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Proposal No. 5:
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Votes
For
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Votes
Against
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Abstentions
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Ratification of the appointment
of Ernst & Young LLP as our
principal independent
accountants for 2011
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83,018,809
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751,565
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456,511
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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 thereunto duly authorized.
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OGE ENERGY CORP.
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(Registrant)
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By:
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/s/ Scott Forbes
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Scott Forbes
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Controller and Chief Accounting Officer
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May 24, 2011