Attached files
| file | filename |
|---|---|
| EX-99.01 - EXHIBIT 99.01 - OGE ENERGY CORP. | exhibit9901.htm |
| EX-3.01 - EXHIBIT 3.01 - OGE ENERGY CORP. | exhibit301.htm |
| EX-99.02 - EXHIBIT 99.02 - OGE ENERGY CORP. | exhibit9902.htm |
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)
|
February
17, 2010
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OGE
ENERGY CORP.
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||
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(Exact
Name of Registrant as Specified in Its Charter)
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||
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Oklahoma
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(State
or Other Jurisdiction of Incorporation)
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1-12579
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73-1481638
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(Commission
File Number)
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(IRS
Employer Identification No.)
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321
North Harvey, P.O. Box 321, Oklahoma City, Oklahoma
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73101-0321
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
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405-553-3000
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report)
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||
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):
|
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17
CFR 240.14d-2(b))
|
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17
CFR 240.13e-4(c))
|
Item
1.01 Entry into a Material Definitive Agreement.
As
disclosed in the Annual Report on Form 10-K (“Form 10-K”) for the year ended
December 31, 2009 of OGE Energy Corp. (the “Company”), the Company’s subsidiary,
Oklahoma Gas and Electric Company (“OG&E”), submitted a proposed agreement
to the Oklahoma Department of Environmental Quality (“ODEQ”) in order to satisfy
the Best Available Retrofit Technology (“BART”) requirements aimed at addressing
visibility improvement at federally protected parks and wilderness areas around
the United States under the U.S. Environmental Protection Agency’s (“EPA”)
regional haze rules. The ODEQ announced on February 18, 2010 that it
had signed the proposed agreement and included the agreement in Oklahoma’s
regional haze state implementation plan (“SIP”) that it submitted to the EPA for
approval.
A detailed discussion of the proposed agreement was
included in the Form 10-K. There were no changes to the proposed
agreement. A copy of the agreement is attached hereto as
Exhibit 99.01 and incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 17, 2010, the Company issued a press release announcing that the
Company’s Board of Directors appointed a new director, Mr. James H.
Brandi. Mr. Brandi, a partner of Hill
Street Capital, a financial advisory and private investment firm, was
elected, effective at the next Board meeting, to a term expiring at the
Company’s Annual Meeting of Shareowners on May 20, 2010, at which time he is
expected to be nominated for approval by the Company’s shareowners. Mr. Brandi
is expected to be named to the Compensation Committee and the Nominating and
Corporate Governance Committee of the Board. Mr. Brandi will
receive compensation for his Board service consistent with the compensation
received by the Company’s other non-employee directors, prorated from the
commencement of his service on the Board and committees on which he will
serve. For further information, see the attached press release which
is furnished as Exhibit 99.02 and incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
February 17, 2010, the Board of Directors amended Section 4.5 of the
Company’s by-laws to provide that, consistent with Oklahoma law, a quorum for a
meeting of shareholders will exist for all matters to be considered at the
meeting if there is a quorum (a majority of the outstanding shares of the
Company entitled to vote, present in person or represented by proxy) for any
matter to be considered at the meeting. Previously, the by-laws
provided that a quorum was required for each matter. A copy of the by-laws
as amended is attached as Exhibit 3.01. Also on February 17, 2010,
the Board of Directors approved amendments to the Company’s restated certificate
of incorporation and by-laws to declassify the Board of Directors and provide
for the annual election of directors. These amendments to the
restated certificate of incorporation and by-laws are subject to shareholder
approval and will be submitted to the Company’s shareholders at this year’s
annual meeting.
Item
9.01. Financial Statements and Exhibits
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(d)
Exhibits
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Exhibit
Number
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Description
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| 3.01 | OGE Energy Corp. Amended By-laws dated February 17, 2010. | |
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99.01
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Agreement,
dated February 17, 2010, between Oklahoma Gas and Electric Company and
Oklahoma Department of Environmental Quality.
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99.02
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Press
release dated February 17, 2010, announcing OGE Energy Corp. names James
Brandi to Board of Directors.
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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.
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OGE
ENERGY CORP.
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(Registrant)
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|||
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By:
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/s/
Scott Forbes
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Scott
Forbes
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|||
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Controller
and Chief Accounting Officer
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|||
February
23, 2010