SEMPRA 8-K

What Happened

• Sempra (SRE) filed an 8-K on May 14, 2026 reporting the results of its Annual Meeting held May 12, 2026. Shareholders elected all 11 director nominees for the coming year, ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026, approved the company’s executive compensation on an advisory basis, and rejected a shareholder proposal to require an independent board chairman.
• Director support ranged from 93.28% (Michael N. Mears: 510,209,726 votes for) to 99.78% (Jennifer M. Kirk: 546,392,474 votes for). The auditor ratification received 93.74% support (547,934,091 for). The advisory approval of executive pay received 87.52% support (478,271,349 for). The independent-chair proposal failed, receiving 16.82% support (91,475,417 for).

Key Details

• Meeting date/filed: Annual Meeting on May 12, 2026; Form 8-K filed May 14, 2026.
• Directors: All 11 nominees elected; For votes ranged from ~510.2M (93.28%) to ~546.4M (99.78%).
• Auditor ratification: Deloitte & Touche LLP ratified — 547,934,091 for (93.74%); 36,570,033 against (6.26%).
• Say-on-pay: Advisory approval passed — 478,271,349 for (87.52%); 68,194,329 against (12.48%).
• Independent chair proposal: Rejected — 91,475,417 for (16.82%); 452,247,737 against (83.18%).

Why It Matters

• Board continuity: Election of all nominees maintains current board composition and governance continuity, which can affect strategic oversight and risk management.
• Audit continuity: Ratification of Deloitte keeps the same independent auditor for 2026, reducing near-term audit-transition risk.
• Compensation and governance signals: Strong advisory support for executive pay reduces immediate governance pressure on compensation, while decisive rejection of an independent-chair requirement signals shareholder preference to retain the current chair structure.