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.

• Expanded generation capacity, including 450 MW at Horseshoe Lake and 100 MW for Tinker Air Force Base.

• Maintained rates among the lowest in the nation, with a 6% CAGR in EPS and 5% CAGR in dividends over the past decade.

• Safety performance ranked first among peers, with a 67% reduction in OSHA reportable injuries since 2011.

Voting matters and shareholder proposals

• Election of 10 directors for one-year terms.

• Ratification of Ernst & Young LLP as principal independent accountants for 2025.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Proposal to amend the Certificate of Incorporation to eliminate supermajority voting provisions.

• Shareholder proposal to adopt simple majority voting; Board recommends voting against, citing redundancy with company proposal.

Board of directors and corporate governance

• Board consists of 10 members, 9 of whom are independent; only the CEO is not independent.

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

• Lead Director role held by Judy R. McReynolds, with responsibilities for independent oversight.

• Standing committees: Audit, Compensation, Nominating/Corporate Governance/Stewardship, and Executive.

• Directors must retire at 75 and may not serve on more than three other public boards.