UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: | ||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). | ||||||||
Emerging growth company | ||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||||||||
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Shareholders Meeting (the “Annual Meeting”) of Sempra (the “Company”) was held on May 9, 2024. At the Annual Meeting, the Company’s shareholders:
(1) | elected for the ensuing year all nine of the director nominees up for election and listed below; | ||||||||||
(2) | ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024; | ||||||||||
(3) | approved, on an advisory basis, the Company’s executive compensation as reported in the Company’s proxy statement for the Annual Meeting; | ||||||||||
(4) | did not approve a shareholder proposal requesting a policy to seek shareholder approval of certain severance pay arrangements; and | ||||||||||
(5) | did not approve a shareholder proposal requesting a report on certain safety and environmental matters. | ||||||||||
Below are the final voting results for each matter voted on at the Annual Meeting, as certified by the Company’s inspector of election at such meeting.
Proposal 1: Election of Directors
Nominees | Votes For | % of Votes Cast | Votes Against | % of Votes Cast | Abstentions | Broker Non-Votes | ||||||||||||||
Andrés Conesa | 511,028,973 | 96.39 | 19,155,570 | 3.61 | 482,035 | 38,472,357 | ||||||||||||||
Pablo A. Ferrero | 502,187,094 | 94.72 | 27,996,498 | 5.28 | 482,986 | 38,472,357 | ||||||||||||||
Richard J. Mark | 526,315,932 | 99.27 | 3,872,914 | 0.73 | 477,732 | 38,472,357 | ||||||||||||||
Jeffrey W. Martin | 492,369,145 | 93.04 | 36,851,812 | 6.96 | 1,445,621 | 38,472,357 | ||||||||||||||
Bethany J. Mayer | 483,996,680 | 91.28 | 46,216,506 | 8.72 | 453,392 | 38,472,357 | ||||||||||||||
Michael N. Mears | 451,191,717 | 85.19 | 78,468,843 | 14.81 | 1,006,018 | 38,472,357 | ||||||||||||||
Jack T. Taylor | 498,285,613 | 93.98 | 31,931,016 | 6.02 | 449,949 | 38,472,357 | ||||||||||||||
Cynthia J. Warner | 511,379,016 | 96.44 | 18,862,680 | 3.56 | 424,882 | 38,472,357 | ||||||||||||||
James C. Yardley | 506,865,335 | 95.60 | 23,350,099 | 4.40 | 451,144 | 38,472,357 | ||||||||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
Votes | % of Votes Cast | |||||||
Votes For | 539,956,279 | 94.95 | ||||||
Votes Against | 28,715,154 | 5.05 | ||||||
Abstentions | 467,502 | – | ||||||
Broker Non-Votes | – | – | ||||||
Proposal 3: Advisory Approval of the Company’s Executive Compensation
Votes | % of Votes Cast | |||||||
Votes For | 489,060,478 | 92.83 | ||||||
Votes Against | 37,788,327 | 7.17 | ||||||
Abstentions | 3,817,773 | – | ||||||
Broker Non-Votes | 38,472,357 | – | ||||||
Proposal 4: Shareholder Proposal Requesting a Policy to Seek Shareholder Approval of Certain Severance Pay Arrangements
Votes | % of Votes Cast | |||||||
Votes For | 26,577,210 | 5.02 | ||||||
Votes Against | 503,060,858 | 94.98 | ||||||
Abstentions | 1,028,510 | – | ||||||
Broker Non-Votes | 38,472,357 | – | ||||||
Proposal 5: Shareholder Proposal Requesting a Report on Certain Safety and Environmental Matters
Votes | % of Votes Cast | |||||||
Votes For | 133,070,113 | 25.30 | ||||||
Votes Against | 392,918,964 | 74.70 | ||||||
Abstentions | 4,677,501 | – | ||||||
Broker Non-Votes | 38,472,357 | – | ||||||
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 hereunto duly authorized.
| SEMPRA, | |||||
| (Registrant) | |||||
| Date: May 13, 2024 | By: /s/ Peter R. Wall | ||||
| Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer | |||||