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Investors and shareholders

In 2015, our senior management engaged with the holders of more than 40 percent of our total outstanding shares and over 50 percent of our total institutional share ownership. Our investor relations team also responded to inquiries from individual investors.

Shareholder engagement

Sempra Energy’s board is accountable to company shareholders. We encourage our shareholders to communicate with directors on all issues relevant to the company — and we work to respond to their suggestions and concerns.

Each year, in conjunction with our annual meeting, Sempra Energy’s shareholders have the opportunity to elect each member of our board of directors. They vote on the company’s selection of the independent public accounting firm chosen by the board’s audit committee to audit our financial statements. And they cast an advisory vote on the company’s executive compensation program.

In addition to these recurring votes, a shareholder who has held $2,000 of voting shares of Sempra Energy stock for at least one year may submit one proposal per year with respect to how we conduct business. These proposals are either: published in our annual proxy statement and voted on by shareholders in conjunction with the annual meeting; excluded, according to U.S. Securities and Exchange Commission guidelines; or withdrawn by the shareholder. The board may also submit proposals for shareholder consideration. Continue reading below to learn how Sempra Energy has addressed key governance issues in recent years.

We also recently amended our bylaws to give a shareholder, or a group of no more than 20 shareholders, who have continuously owned at least 3 percent of our outstanding shares entitled to vote in the election of directors for at least three years, the ability to nominate and include in our proxy statement up to the greater of two directors or 20 percent of the number of the company’s directors then in office, provided the shareholder(s) and the nominee(s) satisfy the requirements specified in our bylaws.

In 2015, our senior management engaged with the holders of more than 40 percent of our total outstanding shares and over 50 percent of our total institutional share ownership. Our investor relations team also responded to inquiries from individual investors. 

Proxy vote summary

  
Proxy vote “For”1
 
Proxy item2012201320142015
 
Election of directors (average)295959999
Ratification of independent auditors299999999
Advisory vote on executive compensation286879797
Sustainability and senior executive compensation6
Independent board chairman5531916
Long-term incentive plan296

1 Defined as For/(For + Against), expressed as a percentage. Abstentions and broker non-votes are not included in the calculation.
2 Proposals submitted by the board.
3 As a result of this shareholder proposal, the board took significant actions, including making the responsibilities of its lead director position more robust. For more on the roles and responsibilities of the lead director, please review our proxy statement, available on the company’s website.


Key governance issues

Many stakeholders are interested in Sempra Energy’s governance, or how our company is managed. In recent years, Sempra Energy has reviewed and in some cases revised our approach in several areas:

Proxy Access: We recently amended our bylaws to give a shareholder or group of shareholders who meet certain requirements, listed in the proxy, the ability to nominate a limited number of board directors – and to have those nominations included in our proxy statement, provided the shareholder(s) and nominee(s) satisfy the requirements specified in our bylaws.

Cybersecurity: The charter of the EHS&T Committee was revised to include matters related to cybersecurity programs and issues.

Independent Board Chairman: In prior years, Sempra Energy shareholder proposals have included the request that the company adopt a policy that our chairman of the board be independent and not a current or former executive officer of the company. As a result of these proposals, Sempra Energy has established a strong lead director role. William C. Rusnack currently serves as our lead independent director.