Sempra (SRE)
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Sep 25, 2026, 4:00 PM EDT - Market closed
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AGM 2020

May 5, 2020

Operator

Ladies and gentlemen, thank you for standing by. Your conference is about to begin. You may begin.

Jeff Martin
Chairman and CEO, Sempra Energy

Good morning. I'm Jeff Martin, Chairman and CEO of Sempra Energy. I'd like to welcome you to Sempra Energy's 2020 annual shareholders meeting. On behalf of your Board of Directors and Sempra Energy's more than 18,000 employees, we thank you, our company's owners, for attending. I'd like to make a few remarks before we call the meeting to order. Sempra Energy, like you, has had to take extraordinary steps in response to the COVID-19 pandemic, many of which have been outlined in the first quarter report recently filed with the Securities and Exchange Commission. As we navigate this pandemic, our priority is the health and safety of our employees, our customers, and the communities we serve.

Our teams are on the front lines every day, delivering essential services to healthcare centers, public and private hospitals, grocery stores, and other critical businesses. Our employees are well-trained, committed to service, and dedicated to their mission. We are grateful for all their hard work and professionalism. Although we're facing new challenges, we continue to focus on adding value for all stakeholders and delivering safe and reliable energy to over 35 million customers on a daily basis. Joining us today here in San Diego is Trevor Mihalik, Chief Financial Officer, Randy Clark, Chief Human Resources Officer, Jennifer Jett, Vice President, Governance and Corporate Secretary, Greg Seelagy of Deloitte & Touche, or D&T, the company's independent registered public accounting firm, Tiffany Hill of American Stock Transfer & Trust Company, our Inspector of Election, and our 13 director nominees to your board of directors.

The Inspector of Election has informed me that more than 89% of our outstanding shares are present or represented by proxy at this meeting. We now have a quorum, I will call to order Sempra Energy's 2020 annual shareholders meeting and declare the polls now open. In light of current circumstances, if for any reason we're unable to complete this meeting before the polls are closed, the meeting will be adjourned, and we will reconvene on this platform on May 8, 2020, at 9:00 A.M. Pacific. During the meeting, shareholders who have accessed the meeting with the control number may submit questions or comments by clicking on the message icon to the right of the information icon on your screen. Type in the question in the box that appears at the bottom of the screen.

To submit the question, click the gray arrow at the end of the question box, and a check mark will appear to indicate the question has been submitted. Only questions relating to the business items to be covered at this meeting that have not been answered in the company's proxy statement will be addressed during the formal portion of the meeting. Following the adjournment of the meeting, as time allows, we would be glad to respond to questions about our business. Only shareholders of record on March 9th, 2020, and holders of valid proxies from shareholders of record on that date may vote at today's meeting. The voting polls will close immediately prior to the conclusion of the formal portion of this meeting. You need to vote today only if you have not already voted by proxy or if you wish to change your previously submitted vote.

To vote today, please follow three steps. First, click the proxy voting site link on your screen. Second, enter your control number and the last four digits of your account number. Finally, please vote. Today's meeting will cover only the four business items outlined in the company's proxy statement for this meeting. The proxy statement may be viewed at any time by clicking the link on your screen. The first item of business today is the election of directors. We are quite pleased to bring forward a slate of 13 talented director nominees with diverse skill sets and business experience. The company's 13 nominees include Alan L. Boeckmann, Kathleen L. Brown, Andrés Conesa, Maria Contreras-Sweet, Pablo A. Ferrero, William D. Jones, Jeffrey W. Martin, Bethany J. Mayer, Michael N. Mears, Jack T. Taylor, Cynthia L. Walker, Cynthia J. Warner, and James C. Yardley.

No other candidates have been nominated in compliance with our bylaws. Accordingly, no other nominations can be considered at this time, and nominations are now closed. The second item of business today is the ratification of the Audit Committee's appointment of D&T as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. Our Audit Committee appoints, retains, oversees, and determines the compensation of the independent auditor. The committee has appointed D&T as the company's independent registered public accounting firm to audit our financial statements and the effectiveness of our internal control over financial reporting for 2020, and you're being asked to ratify the committee's appointment. The third item of business today is the advisory approval of our executive compensation as reported in the company's proxy statement for this meeting.

Your board of directors has recommended that you vote for all of the director nominees and for Proposals two and three. The board's recommendations are discussed more fully in the company's proxy statement for this meeting. The fourth item of business today is a shareholder proposal requiring an independent board chairman, if properly presented at this meeting. This proposal is being introduced today by Mr. John Chevedden. Thank you for attending, Mr. Chevedden. Please introduce your proposal.

John Chevedden
Shareholder, Private Investor

Hello, this is John Chevedden. Can you hear me okay?

Jeff Martin
Chairman and CEO, Sempra Energy

Yes, we can hear you. Please proceed, sir.

John Chevedden
Shareholder, Private Investor

Okay. Just a point of order. There's a question whether this is a valid meeting because apparently it's only accessible to ask questions by a very small number of shareholders, small percentage of shareholders. I think this meeting may need to be reconvened to be a valid meeting because it's not accessible for the vast majority of shareholders to ask questions at this meeting. I'll continue with the proposal four, independent board chairman. Shareholders request that our board of directors adopt a policy and amend our governing documents as necessary to require the chairman of the board to be an independent member of the board whenever possible. This means that one person would be the chairman and another person would be the CEO. This proposal topic won 52% support at Boeing last week and 55% support at Baxter International today.

This proposal topic also won 50%+ support at five major companies in one year, including 73% support at Netflix. These majority votes would have been still higher if more shareholders of these companies had access to independent proxy voting advice. An independent chairman is best positioned to build up the oversight capabilities of our directors while our CEO addresses the challenging day-to-day issues facing the company. The roles of chairman and CEO are fundamentally different and should be held by two directors, a CEO, and a chairman who is completely independent. This proposal topic received 42% support at our 2019 annual meeting. The 42% vote equaled a near majority of shares that had access to independent proxy voting advice. This proposal topic also received 55% support at the 2012 Sempra annual meeting.

Mr. Jeffrey Martin, our combined Chairman and CEO, received the highest negative votes of any director in 2019. We did not have a strong Lead Director in William Rusnack, who was Lead Director for 10 years at Sempra. Mr. Rusnack received the second highest negative votes in 2019 and is gone from the board now. Mr. Rusnack would be challenged to be independent with his 18 years of long tenure, and he did not serve on any other board that would give him valuable current experience. Mr. William Jones, the new Sempra Lead Director, has even more tenure than Mr. Rusnack, 22 years for Mr. Jones. Sempra management has given shareholders another reason to vote in favor of this proposal, installing a Lead Director with super-sized long tenure at Sempra.

Mr. Jones could have super-sized resistance to improvements at Sempra because such improvement could seem like a repudiation of past practices at Sempra, in which Mr. Jones is deeply invested. Mr. Jones, like Mr. Rusnack, serves on no other board of directors to keep his skills sharp. Please vote to enhance the performance of our CEO independent Board Chairman proposal four.

Jeff Martin
Chairman and CEO, Sempra Energy

Thank you, sir. I appreciate you presenting that proposal. Your Board of Directors recommends that you vote against this proposal. The board's recommendation is discussed more fully in the company's proxy statement for this meeting. Next, Jennifer Jett, the company's Vice President of Governance and Corporate Secretary, will now read the preliminary voting results.

Jennifer Jett
VP, Governance and Corporate Secretary, Sempra Energy

Thank you, Jeff. The following preliminary voting results are based on the proxies received as of the telephone and internet voting deadline of 11:59 P.M. Eastern Time yesterday. The preliminary results do not include any votes submitted during this meeting or received by mail today prior to the close of voting. All nominees for the board of directors have been elected by at least 93.9% of total votes cast, except for Cynthia Warner, who was elected by 70.22% of total votes cast. The ratification of the appointment by the Audit Committee of Deloitte & Touche as the company's independent registered public accounting firm has been approved with 96.58% of total votes cast for the proposal and 3.42% of total votes cast against the proposal.

Our executive compensation has been approved on an advisory basis with 97.22% of the total votes cast voted for the proposal and 2.78% of the total votes cast voted against the proposal. The shareholder proposal requiring an independent board chairman has not been approved with 38.28% of the total votes cast voted for the proposal and 61.72% of the total votes cast voted against the proposal.

Jeff Martin
Chairman and CEO, Sempra Energy

Thank you very much, Jen. This concludes the formal portion of the Sempra Energy 2020 Annual Shareholders Meeting. The polls are now closed, and I hereby adjourn the meeting. I would note that the final voting results will be posted in a filing with the Securities and Exchange Commission after they are certified. You may contact our Corporate Secretary's office for these figures as well. I will now stop to address any general questions about Sempra Energy's business that shareholders may have submitted online. Currently, there are no questions that have been submitted. I want to thank everyone for attending today, our annual meeting, and for taking the time to invest in Sempra Energy. We certainly wish you and your families all the best during these challenging times. Please stay safe. Thank you very much.

Operator

That does conclude today's conference. Thank you for participating. You may now disconnect.