April 8, 2013
April 4, 2013
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
# 1 OGE Energy Corp. (OGE)
Defective Annual Meeting Proxy
Ladies and Gentlemen:
The company failed to disclose why it is wasting shareholder time and money by submitting a doomed-to-fail management proposal to a shareholder vote. To top it off the management proposal even comes with its own opposition statement which is marked on the attachment.
The management proposal needs an 80% vote from all shares outstanding. Management cannot even get 80% for its own say on pay in 2012 – and this was not presented with an opposition statement. Management only received a 64% vote for its say on pay.
It is requested that the company be required to disclose to all shareholders well before the annual meeting why it is wasting shareholder time and money by submitting a doomed-to-fail management proposal to a shareholder vote.
cc: Patricia D. Horn [email address redacted]