Sempra (SRE) Proxy Filing summary

Executive summary

• The annual shareholders meeting is scheduled for May 13, 2025, in a virtual-only format to enhance accessibility and reduce environmental impact.

• The company reported a 21% total shareholder return in 2024 and increased its five-year capital plan by 16% to $56 billion, with over 90% focused on regulated utilities.

• Three new directors joined the board in 2024 and early 2025, reflecting ongoing board refreshment and commitment to diverse skills and perspectives.

• Shareholder engagement remains a priority, with regular outreach and feedback incorporated into governance and compensation practices.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 11 director nominees, ratification of Deloitte & Touche LLP as the independent auditor, and an advisory say-on-pay proposal for executive compensation.

• The board recommends voting FOR all director nominees, auditor ratification, and executive compensation approval.

• Shareholders representing at least 10% of outstanding shares may call a special meeting, and proxy access is available for director nominations.

Board of directors and corporate governance

• 82% of the board is independent, with an average tenure of 5.9 years and 64% diversity (women or people of color).

• Annual board, director, and committee evaluations are conducted, with a strong focus on board refreshment and succession planning.

• All NYSE-required committees are 100% independent, and a Lead Independent Director role provides robust oversight.

• Directors are subject to share ownership guidelines and overboarding policies.