OGE Energy (OGE) Proxy filing summary

Executive summary

• Achieved earnings at the top half of guidance for 2025, with strong demand growth and system reliability at 99.96% uptime.

• Completed a strategic equity issuance in November 2025, strengthening the balance sheet and enabling accelerated infrastructure investment.

• Added 1,300 MW of new generation to be in service by 2030, with ongoing transmission system expansion.

• Maintained low non-fuel rates, increasing at half the rate of inflation, and continued an 80-year record of uninterrupted dividend payments.

• Recognized for safety performance and as a top workplace, with a focus on community engagement and workforce development.

Voting matters and shareholder proposals

• Shareholders will vote to elect 9 directors, ratify Ernst & Young LLP as independent accountants for 2026, and approve executive compensation on an advisory basis.

• A shareholder proposal seeks to replace supermajority voting requirements with a simple majority standard; the Board recommends voting against this proposal, citing protection for minority shareholders and prior failed attempts to amend the charter.

Board of directors and corporate governance

• Board consists of 10 members, with 9 nominees for 2026; 22% female and 11% racially diverse representation among nominees.

• Only the CEO serves as an executive director; all other directors are independent.

• Board committees (Audit, Compensation, Nominating/Corporate Governance, Executive) are composed entirely of independent directors.

• Lead Director role rotates annually among independent directors to enhance oversight.

• Board diversity, director qualifications, and proxy access provisions are emphasized.