0001021635-12-000024.txt : 20120523 0001021635-12-000024.hdr.sgml : 20120523 20120523092442 ACCESSION NUMBER: 0001021635-12-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120517 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120523 DATE AS OF CHANGE: 20120523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGE ENERGY CORP. CENTRAL INDEX KEY: 0001021635 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 731481638 STATE OF INCORPORATION: OK FISCAL YEAR END: 0223 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12579 FILM NUMBER: 12863177 BUSINESS ADDRESS: STREET 1: 321 N HARVEY STREET 2: P.O. BOX 321 CITY: OKLAHOMA CITY STATE: OK ZIP: 73101-0321 BUSINESS PHONE: 4055533000 MAIL ADDRESS: STREET 1: 321 N HARVEY STREET 2: P.O. BOX 321 CITY: OKLAHOMA CITY STATE: OK ZIP: 73101-0321 FORMER COMPANY: FORMER CONFORMED NAME: OGE ENERGY CORP DATE OF NAME CHANGE: 19960827 8-K 1 ogeenergy8-k5x23x12.htm OGE ENERGY 8-K OGE Energy 8-K 5-23-12


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)
May 17, 2012
 
 
 
 
OGE ENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Oklahoma
(State or Other Jurisdiction of Incorporation)
 
 
1-12579
73-1481638
(Commission File Number)
(IRS Employer Identification No.)
 
 
321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma
73101-0321
(Address of Principal Executive Offices)
(Zip Code)
 
 
405-553-3000
(Registrant's Telephone Number, Including Area Code)
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
    
* Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
* Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
* Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
* Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07 Submission of Matters to a Vote of Security Holders

OGE Energy Corp. (the "Company") is the parent company of Oklahoma Gas and Electric Company ("OG&E"), a regulated electric utility with approximately 792,000 customers in Oklahoma and western Arkansas, and OGE Enogex Holdings LLC and its subsidiaries, a midstream natural gas pipeline business with principal operations in Oklahoma.

At the Annual Meeting of Shareholders of OGE Energy Corp. held on May 17, 2012, the shareholders:

Elected the seven directors nominated by the Board of Directors;
Ratified the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2012;
Approved, on an advisory basis, executive compensation; and
Approved the shareholder proposal for simple majority vote.

The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each of such matters, were as stated below.
Proposal No. 1:
Votes For
Votes
Withheld
Broker Non-Votes
Election of Directors
 
 
 
 
 
 
 
Terms Expiring in 2013
 
 
 
Wayne H. Brunetti
67,303,594
766,656
16,832,839
John D. Groendyke
67,277,066
793,184
16,832,839
Kirk Humphreys
67,034,576
1,035,974
16,832,839
Robert Kelley
67,239,022
831,228
16,832,839
Robert O. Lorenz
67,271,608
798,642
16,832,839
Judy R. McReynolds
67,329,812
740,438
16,832,839
Leroy C. Richie
66,800,039
1,270,211
16,832,839
 
 
 
 
Proposal No. 2:
Votes For
Votes Against
Abstentions
Ratification of the appointment of Ernst & Young LLP as our principal independent accountants for 2012
83,894,325
689,234
319,530
 
 
 
 
 
Proposal No. 3:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Advisory vote on executive compensation
64,071,331
2,254,103
1,744,816
16,832,839
 
 
 
 
 
Proposal No. 4:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Shareholder proposal for simple majority vote
43,771,015
23,418,323
880,912
16,832,839

Item 7.01. Regulation FD Disclosure

OG&E 2011 Oklahoma Rate Case Filing

On May 21, 2012, the Company issued a press release describing OG&E's intention to implement a $24 million Oklahoma rate increase effective June 1, 2012, subject to refund. As previously reported, OG&E filed a request to increase rates by $73.3 million in July 2011. By statute, if the Oklahoma Corporation Commission ("OCC") takes more than 180 days to complete its review and issue an order in rate case proceedings, a utility may implement interim rates, subject to refund. In addition, due to decreases in fuel





costs, particularly natural gas, OG&E will propose to lower fuel costs by $50 million annually, also effective June 1, 2012. The two actions will result in a net reduction for residential, commercial and industrial customers. For further information, see the press release attached as Exhibit 99.01.

Investor Presentations

On May 23, 2012 and May 24, 2012, the Company is scheduled to make presentations to certain investors during which, among other things, the Company will reaffirm the statements in its Form 10-Q for the quarter ended March 31, 2012 that it expects 2012 earnings to be between $337 million to $357 million of net income, or $3.40 to $3.60 per average diluted share. The key factors and assumptions regarding the Company's 2012 earnings guidance are contained in the Company's Form 10-Q for the quarter ended March 31, 2012.

Some of the matters discussed herein may contain forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements are intended to be identified in this document by the words "anticipate", "believe", "estimate", "expect", "intend", "objective", "plan", "possible", "potential", "project" and similar expressions. Actual results may vary materially. Factors that could cause actual results to differ materially include, but are not limited to: general economic conditions, including the availability of credit, access to existing lines of credit, access to commercial paper markets, actions of rating agencies and their impact on capital expenditures; the ability of the Company and its subsidiaries to access the capital markets and obtain financing on favorable terms; prices and availability of electricity, coal, natural gas and NGLs, each on a stand-alone basis and in relation to each other as well as the processing contract mix between percent-of-liquids, percent-of-proceeds, keep-whole and fixed-fee; business conditions in the energy and natural gas midstream industries; competitive factors including the extent and timing of the entry of additional competition in the markets served by the Company; unusual weather; availability and prices of raw materials for current and future construction projects; Federal or state legislation and regulatory decisions and initiatives that affect cost and investment recovery, have an impact on rate structures or affect the speed and degree to which competition enters the Company's markets; environmental laws and regulations that may impact the Company's operations; changes in accounting standards, rules or guidelines; the discontinuance of accounting principles for certain types of rate-regulated activities; whether OG&E can successfully implement its Smart Grid program to install meters for its customers and integrate the Smart Grid meters with its customer billing and other computer information systems; the cost of protecting assets against, or damage due to, terrorism or cyber attacks; advances in technology; creditworthiness of suppliers, customers and other contractual parties; the higher degree of risk associated with the Company's nonregulated business compared with the Company's regulated utility business; and other risk factors listed in the reports filed by the Company with the Securities and Exchange Commission including those listed in Risk Factors and Exhibit 99.01 to the Company's Form 10-K for the year ended December 31, 2011.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits
 
 
 
 
 
        Exhibit Number
 
                    Description
 
 
 
99.01
 
Press release dated May 21, 2012, announcing OG&E implements interim rates, lowers fuel costs; most bills will decrease.







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 thereunto duly authorized.


 
OGE ENERGY CORP.
 
(Registrant)
 
 
By:
/s/ Scott Forbes
 
    Scott Forbes
 
 Controller and Chief Accounting Officer




May 23, 2012



EX-99.01 2 exhibit9901-5x23x12.htm EXHIBIT 99.01 Exhibit 99.01 - 5-23-12


Exhibit 99.01

OG&E implements interim rates, lowers fuel costs; most bills will decrease
Interim rates subject to refund following final order in near year-old case

OKLAHOMA CITY - Oklahoma Gas and Electric Company (OG&E) announced today that it will implement an interim $24 million annual increase to its Oklahoma rates beginning June 1, but also will seek approval to simultaneously lower fuel costs by $50 million annually, resulting in a net bill reduction for residential, commercial and industrial customers.

The move comes nearly one year after the company made its initial filing for a $73 million increase at the Oklahoma Corporation Commission.

"We believe that this is an equitable, short-term solution," said OG&E spokesman Brian Alford. "We are able to cover our costs by implementing new rates, which are subject to refund should the Commission's order ultimately provide for a lower increase. And, we can provide assurance to our customers that their summer bills will not go up as a result of our rate request. We understand our customers' concern over high bills during the summer months."

Alford also said that lower-than-forecasted natural gas prices allow the company to lower the current fuel charge factor for customer bills.

By statute, if the OCC takes more than 180 days to complete its review and issue an order in rate case proceedings, a utility may implement interim rates, subject to refund. OG&E made its initial filing at the Commission July 28, 2011.

"During the past several years, we have invested well over $500 million in electric system improvements," Alford said. "With significant additional investment on the horizon, we must keep our credit card balance in check, so to speak, so that we're able to meet future investment needs."

OG&E, a subsidiary of Oklahoma City-based OGE Energy Corp (NYSE: OGE), serves more than 792,000 electric customers in Oklahoma and western Arkansas.