0001021635-18-000113.txt : 20181206 0001021635-18-000113.hdr.sgml : 20181206 20181206091457 ACCESSION NUMBER: 0001021635-18-000113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181205 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181206 DATE AS OF CHANGE: 20181206 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12579 FILM NUMBER: 181219178 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-k12x6x18.htm OGE ENERGY CORP. 8-K Document


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)
December 5, 2018
 
 
 
 
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))

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 240.12b-2).
Emerging growth company o

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. o





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

OGE Energy Corp. (the "Company") is the parent company of Oklahoma Gas and Electric Company, a regulated electric utility with approximately 847,000 customers in Oklahoma and western Arkansas. In addition, the Company holds a 25.6 percent limited partner interest and a 50 percent general partner interest in Enable Midstream Partners, LP.
On December 5, 2018, the Company's Board of Directors elected a new director, David E. Rainbolt, to a term beginning on January 1, 2019 and expiring at the Company's Annual Meeting of Shareholders scheduled for May 16, 2019, at which time he is expected to be nominated for approval by the Company's shareholders. Mr. Rainbolt will serve on the Audit Committee of the Board of Directors. Mr. Rainbolt will receive compensation for his Board service consistent with compensation received by the Company's other non-employee directors (which is described in Exhibit 10.12 to the Company's Form 10-K for the year ended December 31, 2017).

Mr. Rainbolt, 62, is the Executive Chairman of BancFirst Corporation, having previously served for 25 years as its Chief Executive Officer. He has served in an executive leadership capacity throughout most of his 40-year career, specifically focused in acquisitions and corporate finance. Mr. Rainbolt has also chaired a number of community, charitable, professional and governmental boards and associations, receiving numerous awards for his service.

For further information, see the attached press release which is furnished as Exhibit 99.01 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits
 
 
 
 
 
        Exhibit Number
 
                    Description
 
 
 
99.01
 





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/ Sarah R. Stafford
 
Sarah R. Stafford
 
 Controller and Chief Accounting Officer
 
 

December 6, 2018



EX-99.01 2 exhibit990112-6x18.htm EXHIBIT 99.01 Exhibit
Exhibit 99.01

OGE Energy Corp. Board approves Q1 2019 dividend; company names David E. Rainbolt to board of directors

OKLAHOMA CITY - OGE Energy Corp. (NYSE: OGE) today announced that the company’s board of directors approved a first-quarter dividend of $0.365 per share per common share of stock, to be paid Jan. 30, 2019, to shareholders of record on Jan. 10, 2019. The company also announced that David E. Rainbolt has been appointed to the company's board of directors and as a member of its audit committee, effective Jan. 1, 2019.

Rainbolt’s term will expire at the company's annual shareholders’ meeting on May 16, 2019, at which time he will stand for re-election by the company's shareholders.

Rainbolt, 62, is the Executive Chairman of BancFirst Corporation, having previously served for 25 years as its Chief Executive Officer. He has served in an executive leadership capacity throughout most of his 40-year career, specifically focused in acquisitions and corporate finance. Rainbolt has also chaired a number of community, charitable, professional and governmental boards and associations, receiving numerous awards for his service.

“We are excited to have such a recognized leader as David join the OGE board. His executive and board leadership experience, combined with his background in corporate finance complements our director leadership,” said OGE Energy Corp. Chairman, President and Chief Executive Officer Sean Trauschke. “Moreover, his long history of dedication to our communities aligns well with our core value of public service.”

OGE Energy is the parent company of OG&E, a regulated electric utility serving approximately 847,000 customers in Oklahoma and Western Arkansas. In addition, OGE holds 25.6 percent limited partner interest and 50 percent general partner interest in Enable Midstream Partners LP.

CLASS OF STOCK:         OGE Energy Corp. Common
DIVIDEND PER SHARE:    $0.365
RECORD DATE:        01/10/19
PAYMENT DATE:        01/30/19