Sempra

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 11 director nominees to serve until the next annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.

3. 3

   Advisory Approval of Our Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote supporting the compensation disclosed for Sempra’s named executive officers in the proxy statement (a standard annual “say-on-pay” vote). Management seeks shareholder endorsement to validate its pay philosophy, which emphasizes a high proportion of performance-based and long-term equity incentives to align executive interests with shareholder returns, and to confirm that compensation decisions and metrics (including ABP Earnings, safety, cybersecurity/employee engagement, relative TSR and EPS-growth metrics for LTIP awards) are appropriate. The board recommends a vote FOR, explaining that the program incentivizes pay-for-performance, retention of leadership, and alignment with strategic priorities such as utility-focused capital deployment and risk-managed infrastructure growth. The proposal is advisory and non-binding, but management indicates it will consider significant negative shareholder feedback and may adjust program elements accordingly; the company also points to prior strong shareholder support (95% approval on the last say-on-pay) as validation. The context includes recent shareholder engagement, updates to the annual bonus plan to simplify responsible business practice metrics, and the mix of incentive vehicles that give executives upside only if performance thresholds are met. Relevant governance context includes robust shareholder outreach, independent compensation consultants, compensation committee oversight, clawback and share ownership policies, and a cash severance cap policy requiring shareholder ratification for very large severance. A vote FOR sustains the board’s current compensation framework; a meaningful vote AGAINST would prompt the Compensation and Talent Development Committee to evaluate and potentially change compensation design, metrics, or disclosures. Given the company’s emphasis on long-term, multi-year performance measures and the board’s articulation of rationale, the management recommendation is FOR to reinforce the existing pay-for-performance program while remaining responsive to shareholder feedback.

4. 4

   Shareholder Proposal Requesting an Independent Board Chairman

   Shareholder — John CheveddenBoard: AGAINST

   Request that the Board adopt a policy separating the roles of Chairman and CEO and require the Chairman be an independent director.

   More detail

   The shareholder proponent, John Chevedden, asks the board to adopt a binding policy separating the Chairman and CEO roles and to require the Chairman be an independent director, arguing that an independent chair provides impartial oversight, mitigates conflicts of interest and would strengthen accountability after recent operational and stock-performance setbacks. The proponent frames the change as a governance best practice intended to strengthen board independence and oversight of management, highlighting specific 2025 performance issues, a one-day nearly 20% stock drop after a lowered 2025 EPS outlook, and a negative outlook from a ratings agency as contextual justification. Management and the board oppose the proposal, asserting their current flexible leadership structure — which combines the Chairman and CEO roles but empowers a robust Lead Independent Director and a largely independent board — better serves Sempra’s needs, allowing the board to select the structure appropriate to circumstances and preserve the strategic advantages of combined leadership in periods of complex operational transformation. The board emphasizes its annual evaluation process, the Lead Independent Director’s substantial responsibilities, strong shareholder engagement showing majority comfort with flexibility, and historical value creation and strategic execution (including capital recycling and sizable transactions) under the current structure. The governance trade-off centers on independence versus integrated strategic leadership: proponents prioritize structural independence to guard against conflicts and enhance accountability, while management prioritizes unified leadership for strategic clarity and execution, backed by an empowered independent director function and committee oversight. For investors, the decision to support or oppose hinges on whether they prioritize formal separation of powers as an insurance mechanism for oversight or prefer the board’s discretion and the demonstrated track record and engagement metrics cited by management. Given the board’s articulated rationale, current composition (82% independent directors), and history of shareholder engagement, management recommends a vote AGAINST the proposal.

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When is the Sempra 2026 annual meeting?

Sempra (SRE) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the Sempra 2026 meeting?

The record date for the Sempra 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Sempra's 2026 meeting?

The board is presenting 11 director nominees at the Sempra 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Sempra 2026 meeting?

Shareholders will vote on 4 proposals at the Sempra 2026 meeting, each tagged with who proposed it and the board's recommendation.