Sempra (SRE) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 12, 2026, to be held virtually, with shareholders voting on four key proposals.

• 2025 saw strong operational and financial performance, with $13 billion invested in infrastructure and a focus on regulated utilities in California and Texas.

• Strategic initiatives included divesting non-core assets, modernizing infrastructure, and enhancing operational excellence.

• Board and management emphasize long-term value creation, strong governance, and stakeholder engagement.

Voting matters and shareholder proposals

• Proposal 1: Election of 11 director nominees, with 82% independence and 64% women or people of color; board recommends FOR.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2026; board recommends FOR.

• Proposal 3: Advisory approval of executive compensation; board recommends FOR.

• Proposal 4: Shareholder proposal for an independent board chairman; board recommends AGAINST, citing strong governance and flexibility.

Board of directors and corporate governance

• Board comprises 11 nominees with diverse backgrounds and an average tenure of 6.9 years.

• 82% of directors are independent; all NYSE-required committees are 100% independent.

• Lead Independent Director role is robust, with defined responsibilities and active shareholder engagement.

• Annual board and committee evaluations, director overboarding policy, and mandatory retirement at age 75 or 15 years of service.

• Board refreshment ongoing, with two new directors added in 2025.