OGE ENERGY CORP.

The proposal requests that the board amend the company’s charter and bylaws so that any provision now requiring greater-than-majority approval be changed to require a simple majority of votes cast (for vs. against). It also asks the company to declare in its governing documents that no supermajority standards will remain and to adopt a process to adjourn the annual meeting for up to two weeks to solicit additional votes if a supermajority threshold (e.g., 80%) prevents approval. The proponent cites past attempts and shareholder votes, compares the request to a similar successful Netflix proposal, and criticizes the company for not making additional efforts to obtain the high approval required to amend the certificate of incorporation. The proposal is focused on governance reform to make adoption of corporate charter/bylaw changes achievable by a majority of votes cast rather than current supermajority requirements.