OGE Energy (OGE) Proxy Filing summary

Executive summary

• Achieved strong operational results in 2024, with 99.94% system uptime and 98% of outages restored within 24 hours.

• Construction underway for nearly 450 MW of new generation and 100 MW for Tinker Air Force Base, supporting future demand.

• Maintained rates among the lowest in the nation, with rates lower than 10 years ago when adjusted for inflation.

• Five-year capital plan has more than doubled, supporting grid resilience and reliability amid weather extremes.

• 30% of shareholders are retail investors, reflecting broad individual ownership.

Voting matters and shareholder proposals

• Shareholders will vote to elect 10 directors, ratify Ernst & Young LLP as independent accountants, approve executive compensation (say-on-pay), and amend the Certificate of Incorporation to eliminate supermajority voting provisions.

• The Board recommends voting in favor of all proposals.

• The proposal to eliminate supermajority voting provisions follows multiple years of majority support for similar shareholder proposals.

Board of directors and corporate governance

• Board consists of 10 members, with 9 classified as independent; only the CEO is not independent.

• Board diversity: 30% female, 10% racially diverse among nominees.

• Lead Director role held by Ms. McReynolds, providing independent oversight and facilitating communication.

• Standing committees: Audit, Compensation, Nominating/Corporate Governance/Stewardship, and Executive Committee, all comprised of independent directors.

• Board and committee meetings had high attendance, with all directors attending at least 75% of meetings.