SEMPRA

The proposal asks the board to adopt a formal, enduring policy (and amend governing documents if needed) to separate the roles of Chairman of the Board and Chief Executive Officer and require that the Board Chairman be an independent director. It states that a Lead Independent Director should not substitute for an independent Chairman and allows the board to appoint an interim non-independent chair while it seeks an independent chair, with a suggested phased implementation tied to a CEO contract renewal or transition. The proponent argues an independent chair improves impartial oversight, accountability and shareholder confidence, and cites recent company performance, stock volatility, and a negative credit outlook as rationale for adopting the policy promptly. The proposal was submitted by a shareholder identified in the proxy statement as John Chevedden (owner of no fewer than 40 shares).