Document

DEF 14A 1 a2021proxystatementdefinit.htm OGE 2021 DEFINITIVE PROXY STATEMENT Document

SCHEDULE 14A

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO.)

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[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material under Rule 14a-12


OGE ENERGY CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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[X] No fee required

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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OGE ENERGY CORP.

Proxy Statement

and Notice of Annual Meeting

May 20, 2021

OGE Energy Corp.

April 5, 2021

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of OGE Energy Corp. to be held virtually via the Internet. The meeting will be held at 10:00 a.m. CDT on Thursday, May 20, 2021 and as a shareholder you will be able to log in to the virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/OGE2021.

The Board of Directors determined to hold a virtual annual meeting in light of continuing concerns related to coronavirus (COVID-19). We believe a remote or virtual meeting will facilitate shareholder attendance, voting and participation while safeguarding the health and well-being of our shareholders, Board and management.

For details on how to access the virtual meeting, please see the information under the caption "Participation in the Virtual Annual Meeting" below.

The matters to be voted on at the meeting are listed in the Notice of Annual Meeting of Shareholders on the next page and described in detail in this Proxy Statement on the following pages.

We continue to take advantage of U.S. Securities and Exchange Commission rules that allow public companies to furnish proxy materials to their shareholders on the Internet. Consequently, we are mailing to our shareholders of record a Notice of Internet Availability of Proxy Materials instead of a paper copy of the 2021 proxy statement and our 2020 annual report. We believe that this will provide you, our shareholders, with the information you need, while lowering the costs of delivery and reducing the environmental impact of our annual meeting.

Even though you may own only a few shares, your proxy is important in making up the total number of shares necessary to hold the meeting. Whether or not you plan to attend the virtual meeting online, please vote your shares or direct your vote by following the instructions described in your proxy card or in the Notice of Internet Availability of Proxy Materials you received in the mail. Your vote will be greatly appreciated. Brokers will not be able to vote their customers' shares for the election of directors, for the advisory vote on executive compensation, for the amendment of the restated certificate of incorporation and by-laws to permit the shareholders to act by written consent or for the shareholder proposal unless their customers return voting instructions. Therefore, if your shares are held in street name by your bank or broker, it is important for you to return your voting instructions in order that your shares are voted for these matters.

Your continued interest in the Company is most encouraging and, on behalf of our Board of Directors and employees, I want to express our gratitude for your confidence and support.


			Very truly yours,




			Sean Trauschke
			Chairman of the Board, President and Chief Executive Officer

Notice

2021 Annual Meeting of Shareholders

MEETING DATE: Thursday, May 20, 2021 LOCATION: Online at

MEETING TIME: 10:00 a.m. CDT www.virtualshareholdermeeting.com/OGE2021

RECORD DATE: Monday, March 22, 2021

Shareholders owning OGE Energy Corp. common stock at the close of business on the Record Date, or their legal proxy holder, are entitled to vote at the Annual Meeting. The items for this year's annual meeting include:

ANNUAL MEETING BUSINESS

Proposal

Board Recommendation

Page

Elect 10 directors

☑

FOR each director nominee

Ratify the appointment of Ernst & Young LLP as our principal independent accountants for 2021

☑

FOR

Hold an advisory vote to approve named executive officer compensation

☑

FOR

Amendment of the restated certificate of incorporation and by-laws permitting shareholders to act by written consent

☑

FOR

Shareholder proposal regarding simple majority vote

☒

AGAINST

Attend to any other business properly presented at this meeting

On or about April 5, 2021 we mailed to our shareholders either (1) a Notice of Internet Availability of Proxy Materials or (2) a copy of our proxy statement, a proxy card and our 2020 annual report.

2021 Virtual Annual Meeting. In light of continuing concerns related to coronavirus (COVID-19), we believe that the right choice for OGE Energy Corp., its shareholders, Board and management, is to hold a virtual annual meeting again this year. We encourage you to access the meeting following the directions in the section "Participation in the Virtual Annual Meeting" of the proxy statement. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

Shareholder List. During the meeting, the list of shareholders entitled to vote at the meeting will be available by visiting www.virtualshareholdermeeting.com/OGE2021 and entering your 16-digit control number and clicking on "Registered Shareholder List." For ten days prior to the meeting, a list of shareholders entitled to vote at the meeting will be available at our offices at 321 North Harvey, Oklahoma City, Oklahoma 73102. Please contact the undersigned, as Corporate Secretary, at (405) 553-3622 if you wish to inspect the list of shareholders prior to the Annual Meeting of Shareholders.

Proxy Voting. Your vote is important. Whether or not you plan to attend the virtual annual meeting online, please vote promptly. You may vote your shares in advance of the meeting via the Internet, by telephone or by mail, or by attending and voting online at the 2021 Annual Shareholders Meeting. Please refer to the section "General Information about the Annual Meeting and the Proxy Materials," of the proxy statement for detailed voting instructions.

By Order of the Board of Directors,

Patricia D. Horn

Vice President - Governance and Corporate Secretary

April 5, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 20, 2021. The Company's notice of annual meeting of shareholders and proxy statement and 2020 annual report to shareholders are available on the Internet at www.proxyvote.com.

Table of Contents






General Information About the Annual Meeting and the Proxy Materials						1
Introduction						1
Participation in the Virtual Annual Meeting						1
Internet Availability of Proxy Materials						1
Voting Procedures						2
Revocation of Proxy						2
Record Date; Number of Votes						2
Expenses of Proxy Solicitation						3

Mailing of Notice of Internet Availability of Proxy Materials or Proxy Statement and Annual Report						3
Voting Under Plans						3
Voting of Shares Held in Street Name by Your Broker						3
Environmental and Social Stewardship						3
Corporate Governance						4
Corporate Governance Guidelines						4
Director Independence						5
Standing Committees						6
Leadership Structure						6
Audit Committee Financial Expert						7
Process Related to Executive Officer and Director Compensation						7
Risk Oversight						10
Communications with the Board of Directors						10
Board Attendance at Annual Meeting of Shareholders						11
Related Party Transaction Policy and Related Party Transactions; Prohibition on Loans						11
Prohibition on Hedging						11
Auditors; Audit Partner Rotation						11
Stock Ownership Guidelines						11
Director Qualifications and Nomination Process						11
Information Concerning the Board of Directors						13
General						13
Committees						13
Director Compensation						14
Items of Business to be Considered at the Annual Meeting
Proposal No. 1 - Election of Directors						16
Proposal No. 2 - Ratification of the Appointment of Ernst & Young LLP as the Company's Principal Independent Accountants for 2021						23
Proposal No. 3 - Advisory Vote to Approve Named Executive Officer Compensation						24
Proposal No. 4 - Amendment of the Restated Certificate of Incorporation and By-laws to Permit Shareholders to Act by Written Consent						26
Proposal No. 5 - Shareholder Proposal Regarding Simple Majority Vote						28
Report of Audit Committee						31
Executive Officers' Compensation						33
Compensation Discussion and Analysis						33
Summary Compensation Table						45
Grants of Plan-Based Awards Table for 2020						47
Outstanding Equity Awards at 20 20 Fiscal Year-End Table						48
20 20 Option Exercises and Stock Vested Table						49
20 20 Pension Benefits Table						50
20 20 Nonqualified Deferred Compensation Table						51
Compensation Committee Report						53
Potential Payments upon Termination or Change of Control						54
Information About Shareholdings and Related Matters
Security Ownership						57
Equity Compensation Plan Information						58
Delinquent Section 16(a) Reports						58
Shareholder Proposals						58
Householding Information						59
Appendix A						A-1
Appendix B						B-1

Proxy Statement

April 5, 2021

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND THE PROXY MATERIALS

Introduction

The Annual Meeting of Shareholders of OGE Energy Corp. (the "Company") will be held on May 20, 2021, at 10:00 a.m. CDT. The meeting will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/OGE2021. At the meeting, we intend to present the first five items in the accompanying notice of annual meeting for action by the owners of the Company's common stock, par value $0.01 per share ("Common Stock"). The Board of Directors does not now know of any other matters to be presented at the meeting, but, if any other matters are properly presented to the meeting for action, the persons named in the accompanying proxy will vote upon them in accordance with their best judgment.

Your Board of Directors is providing you these proxy materials in connection with the solicitation of your proxy for use at the Annual Meeting of Shareholders. When you vote by Internet, telephone or mail (all as more particularly described below), you appoint Sean Trauschke and Judy R. McReynolds as your representatives at the Annual Meeting of Shareholders. Mr. Trauschke and Ms. McReynolds will vote your shares, as you have instructed them, at the Annual Meeting of Shareholders. This way, your shares will be voted whether or not you attend and participate in the virtual Annual Meeting of Shareholders online. Even if you plan to attend and participate in the virtual Annual Meeting of Shareholders online, it is a good idea to vote your shares in advance of the meeting, just in case your plans change. If an issue comes up for vote at the meeting that is not on the proxy card, Mr. Trauschke and Ms. McReynolds will vote your shares, under your proxy, in accordance with their best judgment.

Participation in the Virtual Annual Meeting

As indicated above, we are holding a virtual annual meeting this year. The Board of Directors determined to hold a virtual annual meeting again this year in light of continuing concerns related to coronavirus (COVID-19), and we believe this will facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. We believe it will enable engagement with our shareholders while safeguarding the health of our shareholders, Board and management.

You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/OGE2021. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. The meeting webcast will begin promptly at 10:00 a.m., CDT. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:30 a.m., CDT, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

We want to provide our shareholders with the same rights and opportunities to participate as they would at an in-person annual meeting. Shareholders will be able to attend the meeting online, vote their shares electronically and may submit questions during the meeting by visiting www.virtualshareholdermeeting.com/OGE2021. We will try to answer, as time permits, as many shareholder-submitted questions that comply with the meeting rules of conduct. However, we reserve the right to edit inappropriate language or to exclude questions that are not pertinent to meeting matters, are otherwise inappropriate or fail to comply with the meeting rules of conduct. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Internet Availability of Proxy Materials

We continue to take advantage of the "Notice and Access" rules adopted by the U.S. Securities and Exchange Commission ("SEC") that allow public companies to deliver to their shareholders a Notice of Internet Availability of Proxy Materials and to provide Internet access to the proxy materials and annual reports to shareholders.

Accordingly, on or about April 5, 2021, we will begin mailing to our shareholders of record a Notice of Internet Availability of Proxy Materials instead of a paper copy of the 2021 proxy statement and our 2020 annual report. The Notice of

2021 Proxy Statement OGE Energy Corp. 1

Internet Availability of Proxy Materials will include instructions on accessing and reviewing our proxy materials and our 2020 annual report to shareholders on the Internet and will provide instructions on submitting a proxy on the Internet.

At the time we begin mailing our Notice of Internet Availability of Proxy Materials, we will also first make available on the Internet at www.proxyvote.com our notice of annual meeting, our proxy statement and our 2020 annual report to shareholders. Any shareholder may also request a printed copy of these materials by any of the following methods:


						Internet at www.proxyvote.com;

						e-mail at sendmaterial@proxyvote.com; or

						telephone at 1-800-579-1639.

Pursuant to the SEC rules, our 2020 annual report to shareholders, which includes our audited consolidated financial statements, is not considered a part of, and is not incorporated by reference in, our proxy solicitation materials.

Voting Procedures

You may vote by mail, by telephone, by Internet, or online during the meeting. Please refer to the summary instructions below and those included on your Notice of Internet Availability of Proxy Materials or your proxy card or, for shares held in street name, the voting instruction card you received from your broker or nominee. To vote by mail, simply complete and sign the proxy card and mail it in the prepaid and pre-addressed envelope. If you received a Notice of Internet Availability of Proxy Materials, you may request a proxy card by following the instructions in your Notice. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct. If you return a signed card but do not provide voting instructions, your shares will be voted FOR the 10 named nominees for director, FOR the ratification of Ernst & Young LLP as the Company's principal independent accountants for 2021, FOR the approval of our named executive officer compensation in connection with the advisory vote on executive compensation, FOR the amendment of the restated certificate of incorporation and by-laws to permit shareholders to act by written consent and AGAINST the shareholder proposal regarding simple majority vote.

Shareholders of record also may vote by the Internet or by using the toll-free number listed on your Notice of Internet Availability of Proxy Materials or the proxy card. Telephone and Internet voting also is available to shareholders who hold their shares in the Automatic Dividend Reinvestment and Stock Purchase Plan ("DRIP/DSPP") and the Company's qualified defined contribution retirement plan (the "401(k) Plan"). The telephone voting and Internet voting procedures are designed to verify shareholders through use of an identification number that will be provided to you. These procedures allow you to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone or by the Internet, you do not have to mail in your proxy card. Please see your Notice of Internet Availability of Proxy Materials or your proxy card for specific instructions. Internet and telephone voting are available until 11:59 P.M. Eastern time on the day before the Annual Meeting of Shareholders for shares held directly and by 11:59 P.M. Eastern time on May 17, 2021 for shares held in a Plan. During the meeting, you may vote online by following the instructions at www.virtualshareholdermeeting.com/OGE2021. Have your Notice, proxy card or voting instruction form available when you access the virtual meeting web page.

Only shareholders of record or their legal proxy holders as of the record date may attend the annual meeting. To attend and participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. No recording of the annual meeting will be permitted.

Revocation of Proxy

If you change your mind after voting your proxy, you can revoke your proxy and change your vote at any time before the polls close at the meeting. You can revoke your proxy by either signing and sending another proxy with a later date, by voting via Internet, by telephone or by voting online during the meeting. Alternatively, you may provide a written statement to the Company (attention Patricia D. Horn, Vice President - Governance and Corporate Secretary) revoking your proxy.

Record Date; Number of Votes

If you owned shares of the Company's Common Stock at the close of business on March 22, 2021, you are entitled to one vote per share upon each matter presented at the meeting.

As of March 22, 2021, there were 200,173,981 shares of the Company's Common Stock outstanding. The Company does not have any other outstanding class of voting stock. Other than as described below under the heading "Security Ownership," no person holds of record or, to our knowledge, beneficially owns more than five percent of the Company's Common Stock.

2 OGE Energy Corp. 2021 Proxy Statement

Expenses of Proxy Solicitation

We will pay all costs associated with preparing, assembling, mailing and distributing the proxy cards and proxy statements except that certain expenses for Internet access may be incurred by you if you choose to access the proxy materials and/or vote via the Internet. We also will reimburse brokers, nominees, fiduciaries and other custodians for their expenses in forwarding proxy materials to shareholders. Officers and other employees of the Company may solicit proxies by mail, personal interview, telephone and/or Internet. In addition, we have retained D.F. King & Co., Inc. to assist in the solicitation of proxies, at a fee of $10,500 plus associated costs and expenses. Our employees will not receive any additional compensation for soliciting proxies.

Mailing of Notice of Internet Availability of Proxy Materials or Proxy Statement and Annual Report

A Notice of Internet Availability of Proxy Materials or this proxy statement, the enclosed proxy and Annual Report are being distributed on or about April 5, 2021 to all of our shareholders who owned Common Stock on March 22, 2021.

Voting Under Plans

If you are a participant in our DRIP/DSPP, your proxy will represent the shares held on your behalf under the DRIP/DSPP and such shares will be voted in accordance with the instructions on your proxy. If you do not vote your proxy, your shares in the DRIP/DSPP will not be voted.

If you are a participant in our 401(k) Plan, you will receive a voting directive for shares allocated to your account. The trustee will vote these shares as instructed by you in your voting directive. If you do not return your voting directive, the trustee will vote your allocated shares in the same proportion that all plan shares are voted.

Internet and telephone voting are available until 11:59 P.M. Eastern time on May 17, 2021 for shares held in a Plan.

Voting of Shares Held in Street Name by Your Broker

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and your broker or nominee is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker on how to vote your shares. You are also invited to attend and participate in the virtual Annual Meeting of Shareholders and vote your shares online during the meeting. In order to vote your shares online during the meeting, you must provide your 16-digit control number.

Brokerage firms have authority under New York Stock Exchange ("NYSE") rules to vote customers' shares for which they have not received voting instructions on certain "routine" matters, but may not vote for non-routine matters unless they have received voting instructions. Routine matters include the ratification of the Company's principal independent accountants. However, the election of directors, the advisory vote on named executive officer compensation, the amendment of the certificate of incorporation and by-laws and the shareholder proposal are not considered "routine" matters. Therefore, if you do not provide voting instructions, your brokerage firm may not vote your shares on such non-routine matters. We encourage you to provide instructions to your brokerage firm. This ensures your shares will be voted at the meeting. When a brokerage firm votes its customers' shares for which it has not received voting instructions on routine matters, these shares are counted for purposes of establishing a quorum to conduct business at the meeting, but these shares (sometimes referred to as broker non-votes) are considered not entitled to vote on non-routine matters, rather than as a vote against the matter.

In order for your shares to be voted on all matters presented at the meeting, we urge all shareholders whose shares are held in street name by a brokerage firm to provide voting instructions to the brokerage firm.

ENVIRONMENTAL AND SOCIAL STEWARDSHIP

Environmental. Our wholly-owned electric utility, Oklahoma Gas and Electric Company ("OG&E"), serves more than 867,000 customers in a service territory spanning 30,000 square miles in Oklahoma and Western Arkansas. As the largest electric utility provider in Oklahoma, we have a dual responsibility to provide safe, reliable and reasonably priced power while protecting the environment. OG&E owns 15 power stations capable of providing 7,120 megawatts of electricity provided by generating units that rely on natural gas (67 percent), low-sulfur western coal (22 percent), dual fuel (4 percent) and renewable wind and solar (7 percent).

2021 Proxy Statement OGE Energy Corp. 3

In recent years, we have been on a path of evaluating and determining the mix of renewables and lower carbon emission generating resources that will complement our generation of electricity in a cost effective and reliable manner. Since 2006, we have added to our portfolio 791 MWs of wind energy resources, including through purchased power agreements. Our first solar farm, which was also the first in Oklahoma, was completed in 2015. We now have a total of four solar farms, with a total capacity of 22.5 MWs, with a fifth solar farm (5 MW) currently under construction.

In addition to shifts in the way we generate electricity, we voluntarily invest in energy efficiency programs, initiatives and technology that help reduce environmental impacts, and we provide our customers with a range of innovative options to manage their energy consumption, many made possible by the installation of smart meters across OG&E's service territory. Our collective actions to date have had an impact. Our carbon dioxide (CO2) emissions have decreased by over 40 percent from 2005 levels. By 2030, we expect to reduce our CO2 emissions to 50 percent below our 2005 levels. Similarly, sulfur dioxide and nitrogen oxide emissions have decreased, from 2005 levels, by approximately 90 percent and 75 percent, respectively. Between 2030 and 2050, we expect to retire 95 percent of our current fossil-fueled generation, cost-effectively meeting our capacity requirements by replacing generation as it is retired with cleaner and more efficient technology.

Additional information about our environmental and social stewardship initiatives can be found on our website at https://www.ogeenergy.com/environmental-stewardship/. Information on our website is not incorporated by reference into this proxy statement.

Social. We have been deeply engaged in the communities we serve for our entire 119-year history, supporting the growth and well-being of our economies, customers, and our employees.

As one of the largest employers in our service territory, we are committed to attracting, retaining and developing a high quality, diverse workforce and creating a safe, inclusive and productive work environment. We have a broad pipeline of diverse candidates for our workforce prepared to serve our communities due to, among other things, our partnerships with universities and technical colleges as well as U.S. military recruiters. As an example, we have also increased the female representation among our officers and management-level directors to 27 percent, a significant increase from 18 percent just five years ago.

We directly contribute to our communities in a number of ways, including through the OGE Energy Corp. Foundation, Company and employee contributions to the United Way and various other partnerships and sponsorships. As part of our COVID-19 support for our communities in need, we provided a significant increase in funding to support local non-profit and civic organizations, businesses and customers, contributing over $2.2 million through the OGE Energy Corp. Foundation. This was especially important in 2020 when many non-profits struggled to provide for all the needs presented. Another way that the Company assists in our communities is by the volunteer hours donated by our employees. In a typical year, our employees annually spend nearly 20,000 hours volunteering their time and energy in the communities we serve. Additionally, our economic development leaders work closely with community and business leaders to attract new and diverse industries and jobs to our service area.

Safety. Safety is paramount in the operations we perform. All of our employees are trained in our safety culture and procedures. We track our safety performance and benchmark ourselves to our safety peer utility group, the Southeast Electric Exchange (SEE), a group of sixteen electric utility companies. Our last five years' safety performance has been the safest in Company history. In 2018, the Company was awarded the SEE's top safety performance, earning the SEE Total Company Top Performance Safety Award. For 2020, our SEE incident rate was a 40 percent improvement from our 2019 performance. In comparing the five-year average SEE safety performance trends, our safety performance places the Company in the top quartile of performance. We continue to analyze trends and engage in discussions with our employees, creating a dialogue to enhance safety performance and work towards our ultimate goal, an incident and injury-free workplace. In 2020, the Company began a new emphasis in safety with our employees and the public. In response to the COVID-19 pandemic and in order to promote the safety of our employees and the continuity of utility service, we implemented significant health and safety procedures, including significant COVID protections, qualified health professional assessments to test, trace and quarantine employees on a daily basis, work from home (or rotational procedures where appropriate) and access to additional personal protective equipment.

CORPORATE GOVERNANCE

Corporate Governance Guidelines. The Board of Directors of the Company operates pursuant to a set of written Corporate Governance Guidelines ("Guidelines") that set forth the Company's corporate governance philosophy and the governance policies and practices that the Company has established to assist in governing the Company and its affiliates. The Guidelines state that the primary mission of the Board of Directors of the Company is to advance the interests of the Company's shareholders by creating a valuable long-term business.

4 OGE Energy Corp. 2021 Proxy Statement

The Guidelines describe Board membership criteria and the Board selection and member orientation process. The Guidelines require that a majority of the directors must be independent and that members of each committee must be independent and state the Board's belief that the chief executive officer ("CEO") should be the only Company executive serving as a director, except as may be part of the succession process described below. The Guidelines also provide that unless approved by the Nominating and Corporate Governance Committee of the Board (the "Nominating and Corporate Governance Committee"), a director will not be nominated to a new term if he or she would be 72 or older at the time of election. The Guidelines further provide that no director may serve on more than three other boards of directors of publicly-held companies without the prior approval of the Nominating and Corporate Governance Committee. In addition, if a director retires from, or has another significant change in, his or her principal employment, the director should submit a letter of resignation for the Board's consideration.

The Guidelines provide that the Compensation Committee of the Board ("Compensation Committee") will evaluate the performance of the CEO on an annual basis and that the Nominating and Corporate Governance Committee will report to the Board at least annually on succession planning, which will include appropriate contingencies in the event the CEO retires or is incapacitated. The Board, with the assistance of the Nominating and Corporate Governance Committee, will evaluate potential successors to the CEO. The Guidelines also provide that the Nominating and Corporate Governance Committee is responsible for overseeing an annual assessment of the performance of the Board and Board committees, as well as for reviewing with the Board the results of these assessments. All of these tasks were completed for 2020.

The Guidelines provide that Board members have full access to officers and employees of the Company and, as necessary and appropriate, the Company's independent advisors, including legal counsel and independent accountants. The Guidelines further provide that the Board and each committee have the power to hire independent legal, financial or other advisors as they deem necessary. The Guidelines provide that the independent directors, which include all non-management directors, are to meet in executive session, generally coinciding with regularly scheduled Board meetings. In 2020, the independent directors met in executive session six times.

Our Code of Ethics, which is applicable to all of our directors, officers and employees, and our Corporate Governance Guidelines comply with the applicable SEC rules and the NYSE listing standards. We also have a separate code of ethics that applies to our CEO and our senior financial officers, including our chief financial officer ("CFO") and our chief accounting officer, and that complies with the requirements imposed by the Sarbanes-Oxley Act of 2002 and the rules issued thereunder for codes of ethics applicable to such officers. The Board has reviewed and will continue to evaluate its role and responsibilities with respect to the legislative and other governance requirements of the NYSE. Our corporate governance materials, including our codes of conduct and ethics, our Guidelines for Corporate Governance and the charters for the Nominating and Corporate Governance Committee, the Compensation Committee and the Audit Committee of the Board (the "Audit Committee"), are available for public viewing on the OGE Energy website at www.ogeenergy.com/governance. We will disclose any waivers to our code of ethics that applies to our CEO and our senior financial officers on our website.

Director Independence. The Board of Directors of the Company currently has 11 directors, ten of whom are independent within the meaning of the NYSE listing standards. Our Chairman, President and CEO is the only current director who is not independent. For purposes of determining independence, we have adopted the following standards for director independence in compliance with the NYSE listing standards:

•A director who is or was an employee, or whose immediate family member is or was an executive officer, of the Company or any of our subsidiaries is not independent until three years after the end of such employment relationship;

•A director who received, or whose immediate family member received, more than $120,000 during any 12-month period within the past three years in direct compensation from us or any of our subsidiaries, other than director and committee fees and pension or other forms or deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $120,000 in any 12-month period of such compensation;

•A director who is a current partner or employee, or whose immediate family member is a current partner, of a firm that is the internal or external auditor of the Company or any of our subsidiaries is not independent;

•A director who was, or whose immediate family member was, within the last three years (but is no longer) a partner or employee of the internal or external auditor of the Company or any of our subsidiaries and who personally worked on the audit of the Company or any of its subsidiaries within that time is not independent;

2021 Proxy Statement OGE Energy Corp. 5

•A director whose immediate family member is a current employee of the internal or external auditor of the Company or any of our subsidiaries and who personally works on the audit of the Company or any of its subsidiaries is not independent;

•A director who is or was employed, or whose immediate family member is or was employed, as an executive officer of another company where, at the same time, any of our or any of our subsidiaries' present executives is or was serving on that company's compensation committee is not independent until three years after the end of such service or the employment relationship;

•A director who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or two percent of such other company's consolidated gross revenues is not independent; and

•No director qualifies as independent unless the Board affirmatively determines that the director has no other relationship with us or any of our subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with us or any of our subsidiaries) that in the opinion of the Board of Directors could be considered to affect the director's ability to exercise his or her independent judgment as a director.

•With respect to any director who will serve on the Compensation Committee, the Board must also consider all factors specifically relevant to determining whether a director has a relationship to us that is material to that director's ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by us to such director and (ii) whether such director is affiliated with us, one of our subsidiaries or an affiliate of one of our subsidiaries.

For purposes of determining whether the directors met the aforementioned tests and should be deemed independent, the Board concluded that the purchase of electricity from the Company's subsidiary, OG&E, at rates approved by a state utility commission does not constitute a material relationship. Based on this, the Board determined that each of the following members of the Board met the aforementioned independence standards: Frank A. Bozich, James H. Brandi; Peter D. Clarke; Luke R. Corbett; David L. Hauser; Luther C. Kissam, IV; Judy R. McReynolds; David E. Rainbolt; J. Michael Sanner; and Sheila G. Talton. Mr. Trauschke does not meet the aforementioned independence standards because he is the current Chairman, President and CEO and an employee of the Company.

Standing Committees. All members of the Audit, Compensation and Nominating and Corporate Governance Committees are independent directors who are nominated and approved by the Board. The roles and responsibilities of these committees are defined in the committee charters adopted by the Board and provide for oversight of, among other things, executive management. Each of these committee charters is available on our website at www.ogeenergy.com/governance. The Board of Directors also has established a standing Executive Committee, whose members are all independent. The duties and responsibilities of these Board committees are reviewed regularly and are outlined below.

Leadership Structure. The Company's Corporate Governance Guidelines discussed above state that the Board has no policy with respect to the separation of the offices of Chairman of the Board and CEO. The Board believes that this issue is part of the succession planning process and that it is in the best interests of the Company for the Board, with the assistance of the Nominating and Corporate Governance Committee, to make a determination whenever it elects a new CEO.

Sean Trauschke currently serves as Chairman, President and CEO. At the time of his election as Chairman, the Board believed that it was in the best interest of the Company to have a single person serve as Chairman and CEO to provide unified leadership and direction. The Board still believes this is in the Company's best interest; however, the Board may separate these positions in the future should circumstances change.

In an effort to strengthen independent oversight of management and to provide for more open communication, the independent members of the Board elect a lead director on an annual basis for a one-year term. In last year's proxy statement, we indicated that Mr. Corbett would be assisting in the transition of his lead director responsibilities. Subsequently, the Board of Directors elected Ms. McReynolds as the lead independent director, effective December 1, 2020. Ms. McReynolds has been a Director since 2011 and previously served as chair of the Compensation Committee. The responsibilities of our lead director are set out in our Guidelines and include:

6 OGE Energy Corp. 2021 Proxy Statement

•Providing leadership to the Board if circumstances arise in which the role of the Chairman and CEO may be, or may be perceived by the lead director or independent directors to be, in conflict;

•Presiding at all meetings of the Board at which the Chairman is not available;

•Organizing, convening and presiding over executive sessions or meetings of the non-management and/or independent directors and promptly communicating the messages and directives approved by such directors at each such session or meeting to the Chairman and CEO;

•Acting as the principal liaison between the independent directors and the Chairman and CEO;

•Reviewing and approving all Board and committee agendas, approving information sent to the Board and providing input to management of the scope and quality of such information and on the Board's information needs;

•Having authority to call a special meeting of the Board or the independent directors at any time, at any place, and for any purpose;

•Being available for consultation and direct communication with our major shareholders;

•Acting as a sounding board and advisor to the Chairman and CEO, including providing guidance to the Chairman and CEO on executing the long-term strategy;

•Setting the agenda for any meeting of independent directors with inputs from other directors;

•Contributing to annual performance review of the Chairman and CEO, and collecting and communicating to the Chairman and CEO the views and recommendations of the independent directors relating to his or her performance other than in connection with the annual performance review;

•Participating in succession planning for the Chairman and CEO and talent retention/development of senior executives;

•Encouraging director participation by fostering environment of open dialogue and constructive feedback among independent directors;

•Helping ensure efficient and effective Board performance and functioning and conducting discussion of annual evaluation of Board performance;

•Ensuring that the Board oversees and periodically reviews the Company's long-term strategy and management's execution of the long-term strategy;

•Overseeing effective functioning of Board committees and providing inputs on functioning of the committee when needed;

•Leading or participating in ad-hoc committees established to deal with extraordinary matters such as investigations, mergers and acquisitions; and

•Performing such other duties as may be assigned from time-to-time by the independent directors.

Audit Committee Financial Expert. The Board has determined that Mr. David L. Hauser, Mr. David E. Rainbolt and Mr. J. Michael Sanner meet the SEC definition of audit committee financial expert. Each of Mr. Hauser, Mr. Rainbolt and Mr. Sanner is an independent director.

Process Related to Executive Officer and Director Compensation. Under the terms of its charter, the Compensation Committee has broad authority to develop and implement the Company's compensation policies and programs for executive officers and Board members. In particular the Compensation Committee is to:

•review and approve corporate goals and objectives relevant to the compensation of the CEO and other executive officers;

•evaluate the performance of the CEO and the other executive officers in light of the corporate goals and objectives and set compensation levels for the executive officers;

2021 Proxy Statement OGE Energy Corp. 7

•recommend to the Board the approval, adoption and amendment of all incentive compensation plans in which any executive officer participates and all other equity-based plans;

•administer the equity-based incentive compensation plans and any other plans adopted by the Board that contemplate administration by the Compensation Committee;

•approve all grants of stock options and other equity-based awards;

•review and approve employment, severance or termination arrangements for any executive officers;

•review and evaluate the impact of the Company's compensation policies and practices on the Company's risk profile and risk management;

•review and approve all services, including the fees for such services, to be provided to the Compensation Committee or the Company by a compensation consultant and its affiliates; and

•review Board compensation.

The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee or, to the extent permitted by applicable law, to any other body or individual. In particular, the Compensation Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Compensation Committee who are "non-employee directors" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934.

The process for setting director and executive compensation in 2020 involved numerous steps. The Compensation Committee, with the assistance of Mercer (U.S.) Inc. ("Mercer"), approved a peer group of companies for purposes of targeting executive compensation as discussed in the Compensation Discussion and Analysis on page 33. The next step in the process was an annual performance evaluation of each member of the management team. This process entailed for each member of the management team (other than the CEO) a scoring by such individual's supervisor of various competencies, including the individual's management skills, business knowledge and achievement of various performance and development objectives set at the beginning of the year. These reviews were used by the CEO in making compensation recommendations to the Compensation Committee.

The balance of the process for setting director and executive compensation for 2020 involved actions taken by the Compensation Committee. The Compensation Committee met in December 2019 and February 2020 to address 2020 compensation. At the December 2019 meeting, the Compensation Committee reviewed with the CEO the performance evaluations of each officer (other than the CEO). The Compensation Committee at its December 2019 meeting also reviewed and discussed with the CEO his recommendations for each member of management (other than the CEO) of 2020 salaries, target annual incentive awards (expressed as a percentage of salary) and target long-term incentive awards (also expressed as a percentage of salary). In addition, the Compensation Committee evaluated the CEO's performance at its December 2019 meeting and discussed his potential salary, target annual incentive award and target long-term compensation for 2020. Following these discussions, the Compensation Committee set 2020 salaries and, subject to potential adjustment at its meetings in February 2020, target annual incentive awards and target long-term compensation awards for each officer. The target annual incentive awards and target long-term compensation awards were expressed as percentages of salary. The Company performance goals that needed to be achieved for any payouts of annual incentive awards or certain long-term incentives were not set at the December 2019 meeting but, instead, were left for consideration at the scheduled meeting in February 2020. Senior management in making compensation recommendations for an executive in 2020, and the Compensation Committee in deciding the executive's compensation, used as a primary guideline the median market pay data provided by Mercer for an executive with similar responsibilities in the Company peer group. At its meeting in December 2019, the Compensation Committee also reviewed and set compensation for the directors, which is described below under "Director Compensation."

Prior to the Compensation Committee's meeting in February 2020, the Company's senior management developed recommendations for the Company performance goals that needed to be met in order for any payouts of 2020 annual incentive awards or 2020 long-term performance-based compensation awards to occur.

At the Compensation Committee's meeting in February 2020, the Compensation Committee reviewed with senior management its recommendations and basis for Company performance goals for payouts of 2020 annual incentive awards and long-term performance-based compensation awards. Following this discussion, the Compensation Committee set the 2020

8 OGE Energy Corp. 2021 Proxy Statement

Company performance goals for annual incentive awards and long-term performance-based compensation awards that had to be achieved in order for payouts of such awards to occur. The Compensation Committee also approved the form of the long-term compensation awards, which consisted for officers of performance units and time-based restricted stock units, as well as the amount of performance units and restricted stock units that would be granted.

In 2019, the Compensation Committee engaged Mercer as its executive compensation consultant for 2020. As part of this engagement, Mercer reviewed the Company's current director and executive officer compensation, confirmed the peer group to be used for assessment of director and executive officer compensation and assessed the competitiveness of the Company's director and executive officer compensation. Mercer also provided perspectives on market trends. During 2020, Mercer received $158,875 in fees for director and executive officer compensation advisory services to the Compensation Committee. Separately, Mercer and its affiliates received $15,450 in fees for other services, which related to routine miscellaneous services including annual compensation surveys. The decision to engage Mercer and its affiliates for these other services was reviewed and approved by the Compensation Committee. For the reasons described below, the Compensation Committee does not believe that the provision of these services affected the objectiveness of the executive compensation advice it receives from Mercer. Since the latter half of 2015, the Company has not used Mercer for any services other than the services described above.

Although the Company retains Mercer and its affiliates for other services as described above, the Compensation Committee is confident that the advice it receives from the individual executive compensation consultant is objective and not influenced by Mercer's or its affiliates' relationships with the Company because of the procedures Mercer and the Compensation Committee have in place. In particular, we have been informed by Mercer that:

•the executive compensation consultant receives no incentive or other compensation based on the fees charged to the Company for other services provided by Mercer or any of its affiliates;

•the executive compensation consultant is not responsible for selling other Mercer or affiliate services to the Company; and

•Mercer's professional standards prohibit the individual executive compensation consultant from considering any other relationships Mercer or any of its affiliates may have with the Company in rendering his or her advice and recommendations.

In addition:

•the Compensation Committee has the sole authority to retain and terminate the executive compensation consultant;

•the Compensation Committee reviewed and approved all services, including the fees for such services to be provided to the Compensation Committee or the Company by the executive compensation consultant and its affiliates;

•the executive compensation consultant has direct access to the Compensation Committee without management intervention;

•the Compensation Committee evaluates the quality and objectivity of the services provided by the executive compensation consultant each year and determines whether to continue to retain the consultant; and

•the protocols for the engagement (described below) limit how the executive compensation consultant may interact with management.

While it is necessary for the executive compensation consultant to interact with management to gather information, the Compensation Committee has adopted protocols governing if and when such consultant's advice and recommendations can be shared with management. These protocols are included in the consultant's engagement letter. This approach is intended to protect the Compensation Committee's ability to receive objective advice from the executive compensation consultant so that the Compensation Committee may make independent decisions about executive pay at the Company.

For the reasons discussed above, and after considering certain independence-related factors, including:

•whether Mercer provides other services to the Company;

•fees received by Mercer from the Company;

2021 Proxy Statement OGE Energy Corp. 9

•conflict of interest policies of Mercer;

•any business or personal relationships between the individual executive compensation consultant and members of the Company's Compensation Committee;

•any ownership of the Company's Common Stock by the individual executive compensation consultant; and

•any business or personal relationships between the individual executive compensation consultant or Mercer and an executive officer of the Company,

the Compensation Committee determined that there are no conflicts of interest with respect to the consulting services provided by Mercer.

Risk Oversight. During 2020, the Company's Director of Enterprise Security and Risk served as chair of the Company's Risk Oversight Committee, which consists primarily of corporate officers and is responsible for the overall development, implementation and enforcement of strategies and policies for all market risk management activities of the Company. The Risk Oversight Committee's responsibilities include review of:

•the existing risk exposure and performance of the Company's business units;

•existing credit and market risk measurement methodologies;

•counterparty credit limit structures;

•fuel procurement activities;

•policy change requests; and

•violations of risk policies.

During 2020, the Risk Oversight Committee, through the Director of Enterprise Security and Risk and the Director of Investor Relations, reported to the Audit Committee on the Company's risk profile affecting anticipated financial results, including any significant risk issues. This report was followed by an executive session with the Director of Enterprise Security and Risk at which only members of the Audit Committee and the General Counsel were present. At each quarterly Audit Committee meeting, the Audit Committee also receives a report on compliance with the Company's Code of Ethics, any material pending or threatened litigation or compliance matters, significant regulatory issues or proceedings, and the status of any governmental audits or inquiries.

As noted, the Risk Oversight Committee, in 2020, through its Chair, the Director of Enterprise Security and Risk, presented and reported on the described risk assessment and management activities of the Company and its results to the Board of Directors, including members of the Audit Committee. The Board of Directors reviewed our financial risk exposures and the steps taken to manage and prioritize the risks based on input from the officers responsible for the management of those risks. The Director of Enterprise Security and Risk also presented to the full Board an analysis of expected load changes due to the pandemic during 2020. Other committees of our Board oversee certain areas of risk that pertain to that committee's area of oversight. The Compensation Committee addresses potential risks arising from our general compensation programs for all employees. The Nominating and Corporate Governance Committee periodically reviews and makes recommendations to the Board regarding the Company's plans to address various material events that could affect the Company including enterprise security (cybersecurity) risks and our business continuity program. In 2020, a cybersecurity program update was reviewed and presented to the full Board by the Director of Enterprise Security and Risk. Also, in 2020, an update on our business continuity program was provided to the full Board, and the Sr. Vice President of Operations provided two presentations and updates to the full Board related to the Company's COVID-19 response as part of the Nominating and Corporate Governance Committee's oversight and reporting to the Board on these matters. The Nominating and Corporate Governance Committee also reviews and reports to the Board on the Company's environmental initiatives and compliance strategies, and applicable environmental reports were reviewed by the full Board and presented by the Director of Environmental Affairs during 2020.

Communications with the Board of Directors. Shareholders and other interested parties who wish to communicate with members of the Board, including the lead director or the non-management directors individually or as a group, may send correspondence to them in care of the Corporate Secretary at the Company's principal offices, 321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma 73101-0321. We currently do not intend to have the Corporate Secretary screen this correspondence

10 OGE Energy Corp. 2021 Proxy Statement

to the extent it pertains to business matters and are not solicitations, but we may change this policy if directed by the Board due to the nature and volume of the correspondence.

Board Attendance at Annual Meeting of Shareholders. The Company encourages each of its Board members to attend the Annual Meeting of Shareholders, and the directors are expected to attend whenever reasonably possible. All ten of the directors who were nominated for election in 2020 attended online the virtual Annual Meeting of Shareholders in 2020.

Related Party Transaction Policy and Related Party Transactions; Prohibition on Loans. The Company's Code of Ethics provides that all employees, including executive officers, have a duty to avoid financial, business or other relationships that might cause a conflict of interest with the performance of their duties and that employees should conduct themselves in a manner that avoids even the appearance of conflict between personal interests and those of the Company. The Company's Code of Ethics provides, among other things, that (i) conflicts of interest may arise when an individual or someone in his or her immediate family receives improper personal benefits as a result of the employee's position, (ii) employees should not authorize business with any firm in which they, or a member of their immediate family, have a direct or indirect interest and (iii) employees should, as a general rule, avoid accepting a gift or invitation of such value (generally in excess of $100) that acceptance could create, or appear to create, an obligation to a person or company with whom the Company does business. The charter of the Nominating and Corporate Governance Committee provides that the Nominating and Corporate Governance Committee is to consider possible conflicts of interest of directors and management and make recommendations to prevent, minimize or eliminate such conflicts of interest. Similarly, the charter of the Audit Committee provides that the Audit Committee is to periodically obtain reports regarding compliance with the Company's Code of Ethics. If a conflict is found to exist, the matter will be discussed with the employee and the following options will be considered: (i) the employee will be asked to end the activity that caused the conflict; (ii) realignment of job responsibilities or assignment or (iii) if (i) and (ii) are not possible, employment will be terminated. Only the Board or a committee of the Board can waive this provision for executive officers, and any waiver will be promptly disclosed to the public. The Company's Corporate Governance Guidelines provide that, except for employment arrangements with the CEO, the Company will not engage in transactions with directors or their affiliates if a transaction would cast into doubt the independence of a director, present a conflict of interest or is otherwise prohibited by law, rule or regulation and includes (i) directly or indirectly, any extension, maintenance or renewal of an extension of credit to any director or member of management of the Company and (ii) significant business dealings with directors or their affiliates, substantial charitable contributions to organizations in which a director is affiliated, and consulting contracts with, or other indirect forms of compensation to, a director. Any waiver of this policy may be made only by the Board or a Board committee and must be promptly disclosed to the Company's shareholders. The Company does not have a related party transaction policy for persons other than employees and directors and their affiliates. Except as discussed above, the Company has not prescribed any specific standards to be applied when determining whether a conflict exists or whether a waiver of any such conflict should be made. In addition, the Company's Stock Incentive Plan prohibits all loans to executive officers.

Prohibition on Hedging. Our insider trading policy prohibits our directors, executive officers and other designated persons from engaging in hedging or monetization transactions with respect to the Company's securities, such as prepaid variable forward contracts, equity swaps, collars and exchange funds. Our Board reviews our insider trading policy annually.

Auditors; Audit Partner Rotation. As described on page 23, the Company is requesting that the shareholders ratify the selection of Ernst & Young LLP as the Company's principal independent accountants for 2021. The Audit Committee charter provides that the audit partners will be rotated as required by the Sarbanes-Oxley Act of 2002.

Stock Ownership Guidelines. In an effort to further align management's interests with those of the shareholders, the Compensation Committee recommended, and the Board of Directors has adopted, stock ownership guidelines for the officers of the Company and the Company's Board of Directors. The Compensation Committee reviews the stock ownership guidelines each year, and has, from time to time, revised such guidelines. The terms of these guidelines are explained on page 43 in the Compensation Discussion and Analysis.

Director Qualifications and Nomination Process. It is expected that the Nominating and Corporate Governance Committee will consider nominees recommended by shareholders in accordance with our bylaws. Our bylaws provide that, if you intend to nominate director candidates for election at an Annual Meeting of Shareholders, you must deliver written notice to the Corporate Secretary no later than 90 days in advance of the meeting. The notice must set forth the information concerning you and the nominee(s) that is required in our bylaws.

Our bylaws were also amended in 2017 to permit a shareholder (or group of up to 20 shareholders) owning three percent or more of the Company's Common Stock continuously for at least three years to nominate, and include in the Company's proxy materials for an Annual Meeting of Shareholders, director candidates up to an aggregate limit of the greater of (i) 20 percent (or

2021 Proxy Statement OGE Energy Corp. 11

if such amount is not a whole number, the closest whole number below 20 percent) of the Company's Board of Directors or (ii) two, provided that the shareholder (or group) and each nominee satisfy the requirements specified in the bylaws. In order to utilize these so called "proxy access" provisions, the shareholder must provide notice of such nominations to the Corporate Secretary no earlier than 150 calendar days and no later than 120 calendar days before the anniversary of the date that the Company mailed or released to its shareholders its proxy statement for the prior year's Annual Meeting of Shareholders. For the 2022 annual meeting, this means that the notice must be provided no earlier than November 6, 2021 and no later than December 6, 2021. The requirements relating to nominating shareholders, the nominees and the information to be included in the notice are set forth in our bylaws.

The Nominating and Corporate Governance Committee has not established specific minimum qualities for director nominees or set forth specific qualities or skills that the Nominating and Corporate Governance Committee believes are necessary for one or more directors to possess. Instead, in evaluating potential candidates and incumbent directors for reelection, the Nominating and Corporate Governance Committee considers numerous factors, including judgment, skill, independence, integrity, experience with businesses and other organizations of comparable size, the interplay of the candidate's experience with the experience of other Board members, experience as an officer or director of another publicly-held corporation, understanding of management trends in general or in industries relevant to the Company, expertise in financial accounting and corporate finance, ability to bring diversity to the group, community or civic service, appropriateness of having a member of management, in addition to the CEO, on the Board as part of the succession planning process, knowledge or expertise not currently on the Board, shareholder perception, the extent to which the candidate would be a desirable addition to the Board and any committees of the Board, and, in the case of an incumbent director, the individual's level of performance as a director of the Company. No particular weight is given to one factor over another on a general basis, but rather the factors are weighted in relationship to the perceived needs of the Board at the time of selecting nominees. The Nominating and Corporate Governance Committee will evaluate candidates recommended by shareholders on the same basis as they evaluate other candidates.

The Nominating and Corporate Governance Committee has no specific policy on diversity other than, as described above, that it is one factor the committee considers when evaluating potential board candidates and incumbent directors for reelection. For purposes of diversity considerations, the Nominating and Corporate Governance Committee includes differences of viewpoint, professional experience, education and other individual qualities as well as race and gender. Female representation among the nominees for election at this year’s annual meeting is 20 percent, including the Lead Director. Racial diversity accounts for 10 percent of the nominees. The needs of the Board and the factors that the Nominating and Corporate Governance Committee considers in evaluating candidates are reassessed on an annual basis, when the committee's charter is reviewed.

In considering individuals for nomination as directors, the Nominating and Corporate Governance Committee typically solicits recommendations from its current directors and is authorized to engage third party advisors, including search firms, to assist in the identification and evaluation of candidates. Mr. Kissam, who was elected to the Board effective in September 2020, was identified as a potential candidate by a search firm that had been engaged to identify and evaluate potential director candidates. Mr. Kissam was identified as one of several candidates during this process. Following an evaluation of Mr. Kissam's qualifications and interviews of Mr. Kissam by Mr. Trauschke and members of the Nominating and Corporate Governance Committee, Mr. Kissam was recommended by the Nominating and Corporate Governance Committee for election to the Board effective September 1, 2020.

12 OGE Energy Corp. 2021 Proxy Statement

INFORMATION CONCERNING THE BOARD OF DIRECTORS

General. Each member of our Board of Directors serving in 2020 was also a director of OG&E during 2020. The Board of Directors of the Company and OG&E met on seven occasions during 2020. Each director attended at least 83 percent of the total number of meetings of the Boards of Directors and the committees of the Boards on which he or she served during 2020.

Committees. The standing committees of the Company's Board of Directors include a Compensation Committee, an Audit Committee, a Nominating and Corporate Governance Committee and an Executive Committee.

The members of these committees, the general functions of the committees and number of committee meetings in 2020, are set forth below.


Name of Committee and Members	General Functions of the Committee	Number of Meetings in 2020
Compensation Committee:	Oversees	6
Frank A. Bozich	compensation of directors and principal officers
James H. Brandi	executive compensation
Luke R. Corbett	benefit programs
David L. Hauser*
Luther C. Kissam, IV
Judy R. McReynolds
Sheila G. Talton

Audit Committee:	Oversees financial reporting process	4
Peter D. Clarke	evaluate performance of independent auditors
David L. Hauser	select independent auditors
David E. Rainbolt	discuss with internal and independent auditors scope and plans for audits, adequacy and effectiveness of internal controls for financial reporting purposes, and results of their examination
J. Michael Sanner*	review interim financial statements and annual financial statements to be included in Form 10-K and Form 10-Q
	oversees risk assessment and risk policies


Nominating and Corporate Governance Committee:	Reviews and recommends to the Board	5
Frank A. Bozich	nominees for election as directors
James H. Brandi	membership of director committees
Peter D. Clarke*	succession plans
Luther C. Kissam, IV	various corporate governance issues
David E. Rainbolt	review and report to the Board on environmental initiatives and compliance strategies
J. Michael Sanner	review and make recommendations to the Board regarding plans to address material events that could affect the Company, including cybersecurity and business continuity/pandemic planning
Sheila G. Talton

Executive Committee:	Performs duties of the Board during intervals between Board meetings	—
Peter D. Clarke
David L. Hauser
Judy R. McReynolds**
J. Michael Sanner

* Chair
** Lead Director

2021 Proxy Statement OGE Energy Corp. 13

Mr. Kissam has been a member of the Compensation Committee and the Nominating and Corporate Governance Committee since joining the Board on September 1, 2020. Effective December 1, 2020, Ms. McReynolds became Lead Director, Mr. Hauser became Chair of the Compensation Committee (succeeding Ms. McReynolds), and Mr. Clarke became Chair of the Nominating and Corporate Governance Committee (succeeding Mr. Brandi).

Director Compensation. Compensation of non-management directors of the Company in 2020 included an annual retainer fee of $235,000, of which $105,000 was payable in cash in quarterly installments and $130,000 was deposited in the director's account under the Company's Deferred Compensation Plan and converted to 3,995.0 common stock units based on the closing price of the Company's Common Stock on December 8, 2020. In 2020, the independent directors did not receive additional compensation for attending Board or committee meetings but were instead paid a quarterly cash retainer. The lead director that served in 2020 received an additional $30,000 cash retainer in 2020. The chair of each of the Compensation, Nominating and Corporate Governance and Audit Committees that served in 2020 received an additional $15,000 annual cash retainer in 2020. Each member of the Audit Committee also received an additional annual retainer of $5,000. These amounts represent the total fees paid to directors in their capacities as directors of the Company and OG&E in 2020.

Under the Company's Deferred Compensation Plan, non-management directors may defer payment of all or part of their quarterly and annual cash retainer fees, which deferred amounts in 2020 were credited to their accounts as of the scheduled payment date. Amounts credited to the accounts are assumed to be invested in one or more of the investment options permitted under the Company's Deferred Compensation Plan. In 2020, those investment options included a Company Common Stock fund, whose value was determined based on the stock price of the Company's Common Stock. When an individual ceases to be a director of the Company, all amounts credited under the Company's Deferred Compensation Plan are paid in cash in a lump sum or installments. In certain circumstances, participants may also be entitled to in-service withdrawals from the Company's Deferred Compensation Plan.

On December 2, 2020, the Compensation Committee met to consider director compensation. At that meeting, the Compensation Committee decided to make no changes to the current director compensation package.


Director Compensation for 2020
Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)		(c)		(d)	(e)	(f)	(g)	(h)
Frank A. Bozich	$	105,000	$	130,000	—	—	—	—	$	235,000
James H. Brandi	$	120,000	$	130,000	—	—	—	—	$	250,000
Peter D. Clarke	$	110,000	$	130,000	—	—	—	—	$	240,000
Luke R. Corbett (2)	$	185,000	$	130,000	—	—	—	—	$	315,000

David L. Hauser	$	110,000	$	130,000	—	—	—	—	$	240,000
Luther C. Kissam, IV (3)	$	35,000	$	43,333	—	—	—	—	$	78,333
Judy R. McReynolds	$	120,000	$	130,000	—	—	—	—	$	250,000
David E. Rainbolt	$	110,000	$	130,000	—	—	—	—	$	240,000
J. Michael Sanner	$	125,000	$	130,000	—	—	—	—	$	255,000
Sheila G. Talton	$	105,000	$	130,000	—	—	—	—	$	235,000

(1)Amounts in this column represent the dollar value of the annual retainer that was deposited in the director's account under the Company's Deferred Compensation Plan in December 2020. At December 31, 2020, the number of common stock units in the Company Common Stock Fund for each of the directors was as follows: Mr. Bozich, 17,904 common stock units; Mr. Brandi, 40,793 common stock units; Mr. Clarke, 10,187 common stock units; Mr. Corbett, 161,230 common stock units; Mr. Hauser, 25,143 common stock units; Mr. Kissam, 1,332 common stock units; Ms. McReynolds, 34,288 common stock units; Mr. Rainbolt, 10,267 common stock units; Mr. Sanner, 20,107 common stock units; and Ms. Talton, 28,868 common stock units.

(2)Mr. Corbett was appointed to serve as one of the Company's representatives on the Board of Directors of Enable GP, LLC on October 6, 2020. The table includes a payment from the Company of $50,000, which was made in 2021, related to Mr.

14 OGE Energy Corp. 2021 Proxy Statement

Corbett's 2020 service on the Enable GP, LLC Board of Directors. The Company intends to pay Mr. Corbett compensation consistent with that of other Enable GP, LLC independent directors.

(3)Mr. Kissam was appointed to the Board of Directors, the Nominating and Corporate Governance Committee and the Compensation Committee effective September 1, 2020, and, therefore, received a prorated amount of the cash retainer fee and annual equity fee from this effective date of service.

2021 Proxy Statement OGE Energy Corp. 15


PROPOSAL NO. 1 -
ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of 11 members. The term of each director will expire at this year's Annual Meeting of Shareholders, and Mr. James H. Brandi will retire from the Board effective at the Annual Meeting of Shareholders. The following persons are the nominees of the Board to be elected for a one-year term at the Annual Meeting of Shareholders to be held on May 20, 2021: Mr. Frank A. Bozich, Mr. Peter D. Clarke, Mr. Luke R. Corbett, Mr. David L. Hauser, Mr. Luther C. Kissam, Ms. Judy R. McReynolds, Mr. David E. Rainbolt, Mr. J. Michael Sanner, Ms. Sheila G. Talton and Mr. Sean Trauschke. The term of each nominee will continue until their successors are elected and qualified. Each of these nominees is currently a director of the Company and OG&E.

Proxies solicited by the Board of Directors will be voted "FOR" the election of each of the 10 nominees as director, unless a different vote is specified. The Board of Directors does not know of any nominee who will be unable to serve, but if any of them should be unable to serve, the proxy holder may vote for a substitute nominee. All nominees own less than 0.2 percent of any class of voting securities of the Company.

As discussed above, Mr. James H. Brandi will retire from the Board effective at the Annual Meeting of Shareholders. Mr. Brandi has served as a director of OGE Energy and OG&E since February 2010. The Board of Directors expresses its sincere appreciation and thanks to Mr. Brandi for his contributions and dedicated service.

Consistent with the retirement policy set forth in the Company's Corporate Governance Guidelines, the Nominating and Corporate Governance Committee approved Mr. Corbett's nomination for re-election to the Board at the 2021 Annual Meeting of Shareholders and recommended that the Board of Directors nominate Mr. Corbett even though Mr. Corbett will be 74 at the time of election. Specifically, the Nominating and Corporate Governance Committee considered a number of factors in making this decision, including the following:

•his service as one of the Company’s designated representatives on the board of Enable;

•his current and prior leadership and experience in the midstream energy industry, which is important in light of the Company's interest in Enable;

•his operational and market experience that is directly applicable to both the utility and the midstream businesses and his knowledge and understanding of Oklahoma regulatory environment and communities, making his service on the Board particularly valuable and difficult to replace;

•his experience in previously serving as lead director and the desire to have him assist in the transition of the lead director responsibilities to Ms. McReynolds, who became Lead Director in December 2020; and

•his continuation on the Board does not materially affect the average tenure of our Board members, which is approximately seven years (excluding Mr. Corbett, the average tenure is approximately five years) as five new Board members have been added within the last five years.

In light of the Nominating and Corporate Governance Committee's approval and recommendation, as well as Mr. Corbett's leadership, experience, skill set and active engagement, the Board of Directors on February 24, 2021, nominated Mr. Corbett for reelection at the 2021 Annual Meeting of Shareholders.

The following contains certain information concerning the nominees for director.

16 OGE Energy Corp. 2021 Proxy Statement


Frank A. Bozich President and CEO, Trinseo S.A. Age: 60 Director Since: 2016 Committees: Compensation Nominating and Corporate Governance			Professional Experience: Mr. Bozich is President and CEO at Trinseo S.A., a global materials company and manufacturer of plastics, latex binders and synthetic rubber. He has served as President and CEO of Trinseo S.A. since March 2019. Mr. Bozich has been a member of Trinseo's board of directors since July 2019. Prior to joining Trinseo, from 2013 to 2019, Mr. Bozich was the Chief Executive Officer of the SI Group, Inc., a global developer and manufacturer of phenolic resins and chemicals. Mr. Bozich also previously held several executive management positions at BASF Corporation, a multi-national chemicals and manufacturing corporation, including President of BASF's Catalysts Division from 2010 to 2013, Group Vice President of Precious and Base Metal Service and Group Vice President of the Integration Management Office. He was previously Group Vice President of Enterprise Technologies and Ventures at Engelhard Corporation, which was acquired by BASF in 2006. Mr. Bozich previously served as a director of SI Group, Inc. and the Ellis Medicine Board of Trustees.
			Qualifications: The Board concluded that Mr. Bozich should continue serving as a director of the Company based on his executive leadership as the chief executive officer of a publicly-traded company, his customer perspective in leading and developing manufacturing businesses that rely heavily on energy services and products such as those delivered by the Company, his ESG experience in leading companies subject to extensive environmental regulations and his risk oversight experience developed over many years of leadership at publicly-traded and large private companies.


Peter D. Clarke Retired Partner, Jones Day Age: 70 Director Since: 2018 Committees: Audit Nominating and Corporate Governance, Chair Executive			Professional Experience: Mr. Clarke is a retired energy lawyer with the Jones Day law firm. Mr. Clarke served as a partner of Jones Day from 2001 through 2016 and served as Co-Chair of the energy practice at Jones Day. Prior to his retirement from the firm at the end of 2017, he was employed by Jones Day as Of-Counsel for the period of January 1, 2017 through December 31, 2017. Mr. Clarke worked as legal counsel representing the public utility and energy industries for more than 40 years. His energy practice focused on corporate finance, disclosure obligations under the federal securities laws, corporate governance and mergers and acquisitions. Mr. Clarke has also participated in a variety of community, charitable and professional organizations.
			Qualifications: The Board concluded that Mr. Clarke should continue serving as a director of the Company based on his utility/regulatory knowledge of the utility industry generally and of the Company specifically, his corporate governance/legal experience relating to the energy and public utility industries, and his financial acumen/literacy related to corporate finance.

2021 Proxy Statement OGE Energy Corp. 17


Luke R. Corbett Former Chairman and CEO, Kerr-McGee Corporation Age: 74 Director Since: 1996 Committees: Compensation			Professional Experience: Mr. Corbett is the former Chairman and Chief Executive Officer of Kerr-McGee Corporation, which engaged in oil and gas exploration and production and chemical operations. He was employed by Kerr-McGee Corporation for more than 17 years prior to his retirement from Kerr-McGee in 2006, having served as Chairman and Chief Executive Officer since 1997, President and Chief Operating Officer from 1995 to 1997 and Group Vice President from 1992 to 1995. Mr. Corbett currently serves on the Board of Directors for Enable GP, LLC (the general partner of Enable). Mr. Corbett previously served as a member of the Board of Directors of Chesapeake Energy Corporation from 2016 to February 8, 2021.
			Qualifications: The Board concluded that Mr. Corbett should continue serving as a director of the Company based on his executive leadership experience as chairman and chief executive officer of a large, multi-national, publicly-held energy company, his extensive knowledge of the industry particularly in the oil and gas sector and midstream energy industry that is relevant to the Company’s interest in Enable, his extensive knowledge of the service territory and communities served by the Company, his financial acumen/literacy and risk oversight experience developed over many years of leading a publicly-traded company.


David L. Hauser Former Chairman and CEO, FairPoint Communications, Inc. Age: 69 Director Since: 2015 Committees: Compensation, Chair Audit Executive			Professional Experience: Mr. Hauser is the former Chairman and Chief Executive Officer of FairPoint Communications, Inc., a provider of communication services located in Charlotte, N.C. He served in the role from July 2009 to August 2010 and thereafter served as a consultant until March 2011. From 1998-2009, Mr. Hauser held leadership positions with Duke Energy Corporation including group executive and chief financial officer and vice president and treasurer. Mr. Hauser also currently serves as chairman of the board and chair of the nominating and corporate governance committee of EnPro Industries, Inc. He is a current member of the board of trustees of Furman University and chairs the financial health and resources committee, a former member of the board of trustees of the University of North Carolina at Charlotte, and he has retired as a member of the North Carolina Association of Certified Public Accountants.
			Qualifications: The Board concluded that Mr. Hauser should continue serving as a director of the Company based on his extensive utility/regulatory experience and due to his executive leadership experience in serving as the chief executive officer of a publicly-traded company, his financial leadership in utility and regulated businesses, his financial acumen/literacy resulting from his prior performance as chair of the audit committee of another public company and his risk oversight experience developed over many years of leadership positions with publicly-traded companies.

18 OGE Energy Corp. 2021 Proxy Statement


Luther (Luke) C. Kissam, IV Former Chairman, President and CEO, Albemarle Corporation Age: 56 Director Since: 2020 Committees: Compensation Nominating and Corporate Governance			Professional Experience: Mr. Kissam is currently a Partner with Bernhard Capital Partners, a service and infrastructure focused private equity firm. He is the former Chairman, President and Chief Executive Officer of Albemarle Corporation, a global specialty chemicals company with leading positions in lithium, bromine and refining catalysts. He was named Chief Executive Officer in 2011 and held various leadership positions at Albemarle since 2003, including President and Executive Vice President of Manufacturing, Law and HS&E. Prior to joining Albemarle, Mr. Kissam served as Vice President, General Counsel and Secretary of Merisant Company, having previously served as Associate General Counsel of Monsanto Company. Mr. Kissam serves on the board of directors of DuPont de Nemours and Albemarle Corporation.
			Qualifications: The Board concluded that Mr. Kissam should continue serving as a director of the Company based on his executive leadership experience from previously serving as chairman and chief executive officer of a large, multi-national, publicly-held company, his customer perspective in leading businesses that rely heavily on energy services and products such as those delivered by the Company, his expertise relating to new technologies applicable to utilities, his corporate governance/legal experience at publicly-traded companies and his risk oversight experience developed in his leadership positions with publicly-traded companies.


Judy R. McReynolds Chairman, President and CEO, ArcBest Corporation Age: 58 Director Since: 2011 Lead Director Committees: Compensation Executive			Professional Experience: Ms. McReynolds is Chairman, President and Chief Executive Officer of ArcBest Corporation, headquartered in Fort Smith, Ark., a leading logistics company with creative problem solvers who deliver innovative solutions. Ms. McReynolds has served as Chairman of the Board of Directors of ArcBest Corporation since April 2016 and has been a member of ArcBest Corporation's Board of Directors since she was named President and Chief Executive Officer on January 1, 2010. Ms. McReynolds previously served as senior vice president, chief financial officer and treasurer from 2006 through 2009 and was vice president and controller from 2000 to early 2006. Ms. McReynolds serves on the board of First Bank Corp. (Fort Smith, Ark.), as well as various other local community, educational and transportation industry boards.
			Qualifications: The Board concluded that Ms. McReynolds should continue serving as a director of the Company based on her executive leadership experience as chairman, president, chief executive officer and director of ArcBest Corporation, a publicly-held freight transportation and logistics services company, her financial acumen/literacy resulting from prior service as chief financial officer of a publicly-traded company, her knowledge of the service territory and communities served by the Company and her risk oversight experience developed over many years of leadership positions with a publicly-traded company.

2021 Proxy Statement OGE Energy Corp. 19


David E. Rainbolt Executive Chairman, BancFirst Corporation Age: 65 Director Since: 2019 Committees: Audit Nominating and Corporate Governance			Professional Experience: Mr. Rainbolt is Executive Chairman of BancFirst Corporation, a financial holding company which provides retail and commercial banking services through its principal wholly-owned subsidiary banks, BancFirst headquartered in Oklahoma City and Pegasus Bank in Dallas, Texas. He has served as the Executive Chairman of BancFirst Corporation since March 2017 and previously served as President and Chief Executive Officer from January 1992 to May 2017. In addition to serving as a director of BancFirst Corporation, Mr. Rainbolt currently serves as a director of a number of community, charitable, professional and governmental boards, including Dean A. McGee Eye Institute (Chair), Trustee of the Presbyterian Health Foundation and Oklahoma Medical Research Foundation.
			Qualifications: The Board concluded that Mr. Rainbolt should continue serving as a director of the Company based on his executive leadership experience in previously serving as president and chief executive officer of a bank, his extensive knowledge of the communities in the service territory due to his involvement and active service in numerous civic and charitable matters affecting many of the communities served by the Company, his financial acumen/literacy from his experience in the banking industry, and his risk oversight experience developed over many years of leadership positions in the regulated banking industry.


J. Michael Sanner Retired Partner, Ernst & Young LLP Age: 68 Director Since: 2017 Committees: Audit, Chair Nominating and Corporate Governance Executive			Professional Experience: Mr. Sanner is a retired audit partner of the Ernst & Young LLP accounting firm. Mr. Sanner joined the accounting firm of Arthur Andersen LLP following college and has over 37 years of experience providing assurance services to both public and private companies primarily in the energy sector. Prior to his retirement in June 2013, Mr. Sanner served as Assurance Partner at Ernst & Young LLP. Mr. Sanner currently serves on the board of Bank 7, a publicly-traded company. In addition, Mr. Sanner served as a member of the Oklahoma Accountancy Board (2010-2020) and has been involved in numerous civic, professional and charitable organizations.
			Qualifications: The Board concluded that Mr. Sanner should continue serving as a director of the Company based on his utility/regulatory knowledge developed during his tenure providing accounting services to companies primarily in the energy sector, his financial acumen/literacy gained in public accounting, his knowledge of the service territory served by the Company and his risk oversight experience gained in public accounting of regulated entities.

20 OGE Energy Corp. 2021 Proxy Statement


Sheila G. Talton President and CEO, Gray Matter Analytics Age: 68 Director Since: 2013 Committees: Compensation Nominating and Corporate Governance			Professional Experience: Ms. Talton currently serves as President and CEO of Gray Matter Analytics, a consultancy offering data analytics and predictive modeling services and solutions to organizations in the financial services and health care industries. Prior to founding Gray Matter Analytics in 2013, she served as President and Chief Executive Officer of SGT Ltd., a strategy and technology consulting business, from 2011 to 2013 and in a variety of leadership positions with global technology leaders Cisco Systems Inc., including as Vice President, Office of Globalization from 2005 to 2011, and Electronic Data Systems as well as other leading technology firms. Ms. Talton currently serves on the boards of Deere & Company and Sysco Corporation. From 2010 until 2015, Ms. Talton served on the board of ACCO Brands Corporation and from 2012 until 2019, Ms. Talton served on the board of Wintrust Financial Corporation. She has been a Congressional appointee on the U.S. White House Women's Business Council. She also has been recognized as one of the "Top 10 Women in Technology" by Enterprising Women and as "Entrepreneur of the Year" by the National Federation of Black Women Business Owners. She serves on the boards of several nonprofit organizations including Chicago's Northwestern Memorial Foundation, the Chicago Shakespeare Theater and the Chicago Urban League.
			Qualifications: The Board concluded that Ms. Talton should continue to serve as a director of the Company based on her executive leadership experience, her extensive experience in information technology and data analytics gained while leading her own consulting company and in executive positions held in global technology companies and consulting firms. Ms. Talton also brings knowledge and perspectives on cybersecurity and oversight of corporate stewardship including social and human capital management implications and opportunities.


Sean Trauschke Chairman, President and CEO, OGE Energy Corp. Age: 54 Director Since: 2015			Professional Experience: Mr. Trauschke currently serves as Chairman, President and Chief Executive Officer of the Company and OG&E. Mr. Trauschke has been Chief Executive Officer of the Company since June 2015. He has been President of OG&E since July 2013 and President of OGE Energy since August 2014 and was named as Chairman of the Board in December 2015. From 2009 until 2013, he held the position of Vice President and Chief Financial Officer of the Company and OG&E. Mr. Trauschke also serves on the Board of Directors for Enable GP, LLC (the general partner of Enable). He also serves as Chairman of the Greater Oklahoma City Chamber and on the boards of the United Way of Central Oklahoma, Children's Hospital Foundation and other local community organizations.
			Qualifications: The Board concluded that Mr. Trauschke should continue serving on the Board based on his executive leadership experience, his utility/regulatory experience, his extensive knowledge of the Company’s business and service territory, his financial acumen/literacy, his risk oversight experience and his ESG experience all due in large part to his leadership roles at the Company, including having served as Chairman, President and CEO and formerly serving as Chief Financial Officer.

2021 Proxy Statement OGE Energy Corp. 21

The affirmative vote of the holders of a majority of the shares of the Company's Common Stock present online at the virtual meeting or represented by proxy and entitled to vote on the election of directors at the Annual Meeting of Shareholders will be required for the election of the 10 nominees as director. Broker non-votes will be treated as shares not entitled to be voted and will have no effect on the outcome of the proposal. Any incumbent director who is not reelected in an election in which majority voting applies is required to tender his or her resignation promptly to the Board. The Nominating and Governance Committee will then consider the tendered resignation and recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The Board will act on the recommendation within 100 days following certification of the shareholders' vote and will promptly disclose its decision regarding whether to accept the director's resignation offer. The director who tenders his or her resignation will not participate in the recommendation of the Nominating and Governance Committee or the decision of the Board with respect to his or her resignation. If a director's resignation is not accepted by the Board, the director will continue to serve until the next annual meeting and until his or her successor is duly elected. If a director's resignation is accepted by the Board, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of the bylaws.

The Board of Directors recommends a vote "FOR" the election of each of the 10 nominees as director. Proxies solicited by the Board of Directors will be voted "FOR" the election of each of the 10 nominees as director, unless a different vote is specified.

22 OGE Energy Corp. 2021 Proxy Statement


PROPOSAL NO. 2 -
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S PRINCIPAL INDEPENDENT ACCOUNTANTS FOR 2021

The Audit Committee has selected Ernst & Young LLP as principal independent accountants to audit the accounts of the Company for the fiscal year ending December 31, 2021. Ernst & Young LLP was originally selected by the Board, upon the recommendation of the Audit Committee, as principal independent accountants for the Company effective May 16, 2002.

While the Audit Committee is responsible for the appointment, retention, termination and oversight of the Company's principal independent accountants, the Audit Committee and the Board are requesting, as a matter of policy, that shareholders ratify the appointment of Ernst & Young LLP as the Company's principal independent accountants. The Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. However, if the shareholders do not ratify this appointment, the Audit Committee may investigate the reasons for the shareholders' rejection and may consider whether to retain Ernst & Young LLP or to appoint another principal independent accountant. Furthermore, even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of different principal independent accountants at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Representatives of Ernst & Young LLP will be present at the Annual Meeting of Shareholders and will have an opportunity to make a statement if they so desire. Such representatives will be available to respond to appropriate questions from the shareholders at the Annual Meeting of Shareholders.

The affirmative vote of the holders of a majority of the shares of the Company's Common Stock present online at the virtual meeting or represented by proxy and entitled to vote at the Annual Meeting of Shareholders will be required for the ratification of the appointment of Ernst & Young LLP as the Company's principal independent accountants for 2021. Abstentions from voting in this matter are treated as votes against.

The Board of Directors recommends a vote "FOR" the ratification of the appointment of the Company's principal independent accountants. Proxies solicited by the Board of Directors will be voted "FOR" the ratification of the appointment of the Company's principal independent accountants, unless a different vote is specified.

2021 Proxy Statement OGE Energy Corp. 23


PROPOSAL NO. 3 -
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with Section 14A of the Securities Exchange Act of 1934, the Company is providing shareholders with an advisory (non-binding) vote on compensation programs, that is sometimes referred to as "say on pay," for our CEO and the other four officers named in the Summary Compensation Table on page 45 (who we refer to as "Named Executive Officers"). Accordingly, you may vote on the following resolution at the 2021 Annual Meeting of Shareholders:

"RESOLVED, that the compensation paid to the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion is hereby APPROVED."

This vote is non-binding. The Board and the Compensation Committee, which is comprised of independent directors, intend to consider the outcome of the vote when making future executive compensation decisions and, in particular, to consider any significant negative voting results to the extent they can determine the cause or causes for such votes. The Board has determined that, consistent with its prior recommendation for an annual advisory vote on executive compensation and the voting results from its shareholders at last year's Annual Meeting of Shareholders on the frequency of shareholder votes on executive compensation, until the next vote on the frequency of shareholder votes on executive compensation, OGE Energy will hold future advisory votes on executive compensation every year. The next advisory vote on the frequency of shareholder votes on executive compensation will occur at our 2023 annual meeting.

As discussed in the Compensation Discussion and Analysis, our 2020 executive compensation program is premised on providing competitive and responsible levels of compensation that has a significant component that is performance-based so as to align the interests of our executive officers with those of our shareholders. Payouts of annual incentive awards and a significant portion of the long-term incentive awards require the achievement of specific goals established by the Compensation Committee that are designed to benefit our shareholders and the Company, both in the long and short term.

Specifically, awards under the Annual Incentive Plan provide officers an opportunity to earn an annual cash incentive, with the amount of the incentive payout being dependent on the level of achievement of specified Company performance-based goals established for the year. These Company performance goals typically are tied to earnings and measures of operating performance. For 2020, the long-term awards under the Stock Incentive Plan consist of two components. One component, accounting for 25 percent of the long-term incentive award, consists of restricted stock units that will vest on December 31, 2022, assuming continued employment through that date. The other component, consisting of performance units, accounts for the remaining 75 percent of the awards. The performance units are equity-based, with the amount ultimately paid to an officer being dependent on the level of achievement, usually over a three-year period, of specific Company performance goals that in 2020 were tied directly to total shareholder return compared to a broad utility peer group and to growth in consolidated earnings or OG&E earnings. The terms of these equity-based awards have not permitted any adjustments to calculating total shareholder return or earnings growth for unusual one-time events. By having a significant portion of our executives' compensation dependent on the level of achievement of various performance goals, our 2020 executive compensation program is designed to reward executives with a highly-competitive level of compensation during years of excellent Company performance and, conversely, in years of below average performance, for their compensation to be below competitive levels. The Company believes that it sets challenging performance targets as illustrated by the incentive compensation actually paid to our Named Executive Officers. Over the last five years, Named Executive Officers have averaged an Annual Incentive Plan payout of 87 percent of their target awards and a long-term incentive payout of 84 percent of their target awards, with no long-term incentive payout for one of the five years.

We believe the Company's executive compensation program strikes the appropriate balance between utilizing responsible pay practices and effectively incentivizing our executives to create value for our shareholders. This balance is evidenced by the following:

•Our executive compensation was approved by more than 90 percent of our shareholders who voted at last year's Annual Meeting of Shareholders.

•We set the 2020 total direct compensation (i.e., the salary plus the target awards under the Annual Incentive Plan and under the Stock Incentive Plan) of each of our Named Executive Officers below the median amount, as reported by the

24 OGE Energy Corp. 2021 Proxy Statement

Compensation Committee's executive compensation consultant, for an executive with similar duties in the applicable compensation peer group used by the Compensation Committee (which peer group is listed on page 35).

•A significant part of executive compensation is considered at risk. For 2020, a Named Executive Officer's base salary comprised 19 percent to 40 percent of their targeted total direct compensation. An officer's at risk compensation included the ability to earn from 0 percent to 150 percent of an award under the Annual Incentive Plan and from 0 percent to 200 percent of an award under the Stock Incentive Plan, based on the level of achievement of the applicable performance goals set by the Compensation Committee, and included grants of time-based restricted stock units that will vest after a three-year period, assuming continued employment with the Company. The mix of performance-based and time-based long-term incentive awards is similar to most companies in the Company Peer Group. The performance-based target awards under the Annual Incentive Plan and under the Stock Incentive Plan represented approximately 50 percent to 66 percent of a Named Executive Officer's targeted total direct compensation in 2020.

Shareholders are encouraged to read the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure for more information about the Company's executive compensation program.

The affirmative vote of the holders of a majority of the shares of the Company's Common Stock present online at the virtual meeting or represented by proxy and entitled to vote on the matter at the Annual Meeting of Shareholders will be required for the approval, on an advisory basis, of the Named Executive Officer compensation. Abstentions from voting in this matter are treated as votes against. Broker non-votes will be treated as shares not entitled to be voted and will have no effect on the outcome of the proposal.

The Board of Directors recommends a vote "FOR" the approval of the Named Executive Officer compensation as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure. Proxies solicited by the Board of Directors will be voted "FOR" the approval of the Named Executive Officer compensation, unless a different vote is specified.

2021 Proxy Statement OGE Energy Corp. 25


PROPOSAL NO. 4 -
AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS TO PERMIT SHAREHOLDERS TO ACT BY WRITTEN CONSENT

The Proposal

The Board of Directors recommends that the Company's shareholders approve amendments to the Restated Certificate of Incorporation (the "Certificate") and the by-laws (the "By-laws") to permit the shareholders to act by written consent. Currently, Article VIII of the Certificate and Section 4.12 of the By-laws provide that, except as mandated by Oklahoma law, shareholders of the Company must act at a duly called annual or special meeting and may not act by written consent. Those provisions were included to protect the broader interests of all shareholders by providing a transparent and fair way for shareholders to take action. At last year's annual meeting, a non-binding shareholder proposal to permit the shareholders to act by written consent was included in the Company's proxy statement. That shareholder proposal received majority support of the shareholders voting at the meeting.

In light of this vote, the Board has adopted resolutions approving, and recommended that the shareholders vote for, amendments to the Certificate and the By-laws permitting shareholders who comply with certain procedural and other requirements to act by written consent. Specifically, the Board recommends that the Company's shareholders approve amendments to Article VIII of the Certificate, adopt a new Article XIII of the Certificate and amend Section 4.12 of the By-laws to permit shareholders who comply with the specified procedures to act by written consent. The Board believes the procedural and other requirements included in the proposed amendments are necessary to protect the Company and its shareholders against potential risks associated with permitting shareholders to act by written consent and therefor are in the best interests of the Company and its shareholders:

•To reduce the risk that a small group of short-term, special interest or self-interested shareholders initiate actions that are not in the best interests of the Company or its shareholders and to reduce the financial and administrative burdens on the Company, the proposed amendments require that holders of a majority of the combined voting power of the outstanding shares of the Company's stock request that the Board set a record date to determine the shareholders entitled to act by written consent. The Board believes the majority threshold strikes the right balance between enhancing the ability of shareholders to initiate shareholder action and limiting the risk of subjecting shareholders and the Company to numerous requests for actions by written consent that may only be relevant to particular constituencies and of imposing significant costs of both time and money on the Company.

•To provide transparency, shareholders requesting action by written consent must provide the Company with certain information and representations including, but not limited to, the applicable information and representations currently required of any Company shareholder seeking to bring a nomination or other business before a meeting of shareholders pursuant to the advance notice provisions contained in the By-laws.

•To provide the Board with a reasonable timeframe to properly evaluate and respond to a shareholder request, the proposed amendments require that the Board must act, with respect to a valid request, to set a record date by the later of (i) 20 days after delivery of a valid request to set a record date and (ii) 5 days after delivery by the shareholder(s) of any information requested by the Company to determine the validity of the request for a record date or to determine whether the action to which the request relates may be effected by written consent. The record date must be no more than 10 days after the Board action to set a record date.

•To ensure that shareholders have sufficient time to consider the proposal, as well as to provide the Board the opportunity to present its views regarding the proposed action, delivery of executed consents cannot begin until 60 days after the delivery of a valid request to set a record date.

•To ensure that the written consent is in compliance with applicable laws and is not duplicative, the written consent process would not be available in a limited number of circumstances, including:

◦for matters that are not a proper subject for shareholder action under applicable law,

◦if the request to set a record date is delivered to the Company during the period beginning 120 days prior to the first anniversary of the date of the most recent annual meeting and ending on the earlier of (x) the date of the next annual meeting and (y) 30 calendar days after the first anniversary of the date of the immediately preceding annual meeting,

◦if an annual or special meeting of shareholders that included an item of business identical or substantially similar to the proposed action (other than the election or removal of directors) was held within 12 months before the Company received the request for a record date,

26 OGE Energy Corp. 2021 Proxy Statement

◦a similar item consisting of the election or removal of directors was presented at an annual or special meeting of shareholders within 90 days before the Company received the request for a record date,

◦if an identical or substantially similar item is included in our notice for a meeting of shareholders that has been called but not yet held,

◦the Board calls an annual or special meeting of shareholders for purposes of presenting an identical or substantially similar item or solicits action by written consent of shareholders of an identical or substantially similar item, or

◦if the record date request was made in a manner that did not comply with the Certificate or By-laws or that involved a violation of Regulation 14A under the Exchange Act or other applicable law,

This description of the proposed amendments of the Certificate and By-laws is a summary and is qualified by and subject to the full text of such amendments, which are attached to this proxy statement as Appendices A and B, respectively. Additions of text are indicated by underlining and deletions of text are indicated by strike-outs.

Vote Required

The affirmative vote of the holders of not less than 80 percent of the outstanding shares of the Company's Common Stock will be required for the approval of this Proposal No. 4 to amend the Certificate and By-laws. Abstentions, broker non-votes and failures to vote have the same effect as a vote against this Proposal No. 4. If approved, the amendments to the Certificate will become effective upon filing with the Secretary of State of the State of Oklahoma, which the Company would intend to do promptly after the Annual Meeting of Shareholders, and the amendments to the By-laws would become effective immediately thereafter.

In the event that the holders of less than 80 percent of the shares of the Company's Common Stock vote in favor of Proposal No. 4, the amendments to the Certificate and By-laws will not be amended and shareholders will not be permitted to act by written consent except as mandated by Oklahoma law.

The Board of Directors recommends a vote "FOR" Proposal No. 4. Proxies solicited by the Board of Directors will be voted "FOR" Proposal No. 4, unless a different vote is specified.

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PROPOSAL NO. 5 -

SHAREHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTE

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, beneficial owner of no fewer than 100 shares of OGE Energy Corp. since October 1, 2018, has given notice that he intends to present a proposal for action at the Annual Meeting.

In accordance with the Federal proxy regulations, the following is the complete text of the proposal exactly as submitted. The Company accepts no responsibility for the proposal or for the accuracy of any statements included in the proposal. Our Board recommends a vote against the proposal for the reasons set forth following the proposal.

Shareholder Proposal:

Proposal 5 – Simple Majority Vote

RESOLVED, Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws.

Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to "What Matters in Corporate Governance" by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.

This proposal topic won 98% support at our 2020 annual meeting. This proposal topic also won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs and FirstEnergy. These votes would have been higher than 74% to 88% if more shareholders had access to independent voting advice. The proponents of these proposals included Ray T. Chevedden and William Steiner. Church & Dwight shareholders gave 99%-support to a 2020 proposal on this same topic.

The current supermajority vote requirement does not make sense. For instance with our 80% simple majority vote requirement in an election calling for 80% shareholder approval - 117% of the shares, that typically cast ballots at OGE, woud [sic] need to vote for approval. This 117% vote rule is totally unrealistic.

In anticipation of impressive shareholder support for this proposal topic an enlightened Governance Committee, chaired by Mr. James Brandi, could expedite adoption of this proposal topic by giving shareholders an opportunity to vote on a binding management version of this proposal at our 2021 annual meeting. Hence adoption could take place in 2021 instead of 2022.

Adopting simple majority vote can be one step to make the corporate governance of OGE Energy more competitive and unlock shareholder value.

Additional governance best practices are just waiting to be adopted at OGE. For instance, a shareholder right to act by written consent and a shareholder right to call a special meeting.

There should be urgency in improving our corporate governance since our stock price is in bad shape compared to its $46 price in February 2020.

Please vote yes.

Simple Majority Vote – Proposal 5

BOARD OF DIRECTORS' RESPONSE

THE BOARD OF DIRECTORS OPPOSES THE PROPOSED RESOLUTION AND UNANIMOUSLY RECOMMENDS A VOTE AGAINST ITEM 5 FOR THE FOLLOWING REASONS:

Our Board has carefully considered this proposal and, for the reasons set forth below, does not believe that it is in the best interests of the Company and our shareholders.

28 OGE Energy Corp. 2021 Proxy Statement

The proponent has three times before submitted shareholder proposals that are similar to the shareholder proposal submitted for this meeting. In 2012, 2015 and 2019, non-binding shareholder proposals to eliminate the supermajority voting provisions and adopt simple majority voting provisions were included in the Company's proxy statements. Those shareholder proposals received majority support of the shareholders voting at the meeting. In light of those votes, in 2013, 2016 and 2020 (the years following the 2012, 2015 and 2019 shareholder proposals) the Board adopted resolutions approving, and recommended that the shareholders vote for, amendments to the Company's certificate of incorporation (the "Certificate of Incorporation") to eliminate the 80 percent supermajority voting standard (the "Supermajority Voting Standard") applicable to a few categories of matters, as noted below. Approval of these amendments to the Certificate of Incorporation (the “Certificate Amendments”) required approval of at least 80 percent of the Company's outstanding Common Stock. Despite the Board's support, in each of 2013, 2016 and 2020 the Certificate Amendments failed to pass, receiving less than the required 80 percent of the shareholders of record voting in favor. Despite having the shareholders fail to approve the requested Certificate Amendments to implement his prior shareholder proposals, the proponent has submitted essentially the same proposal again.

The Board's position regarding the proponent's proposal is that (i) the Company's existing Supermajority Voting Standard for certain extraordinary matters provides shareholders with very meaningful protections against actions that may not be in their best interests, and (ii) meeting adjournment decisions are best left to the management of the Company and shareholders should not be involved in decisions related to the process of annual meetings. The Board and management believe the shareholder proposal would eliminate meaningful protections against actions that may not be in the best interests of our shareholders or the Company and take away Company time and resources from matters that are in the best interests of our shareholders and the Company.

Under the Company's governing documents and Oklahoma law, nearly all matters submitted to our shareholders for approval require the approval of a majority of the votes present in person or by proxy and entitled to vote at the annual meeting. As permitted by Oklahoma law, the Company's shareholder-approved Certificate of Incorporation does, however, provide that if certain actions are to be taken by shareholders, those actions will require more than a majority vote, including: (i) certain business combination transactions with an "interested shareholder" (subject to certain exceptions, including an exception for transactions approved by the Board), (ii) amendment of the bylaw provisions relating to shareholder annual and special meetings, board structure, board vacancies, director elections and director removal, and (iii) amendment of certain provisions of the Certificate of Incorporation.

These supermajority voting requirements relate to fundamental elements of our corporate governance and are included in the corporate charters and bylaws of many publicly-traded companies. In general, these provisions are designed to provide minority shareholders with a measure of protection against changes in corporate governance and other self-interested actions by one or more large shareholders. The Supermajority Voting Standard protects Company shareholders against the actions of short-term investors such as hedge funds or corporate raiders.

While some corporations have eliminated supermajority provisions, we do not believe that a formulaic, one-size-fits-all approach, as suggested by the proponent, is appropriate. The Board believes that more meaningful voting requirements are appropriate for issues that have a long-lasting effect on the Company. For example, the provisions relating to business combinations are intended to provide minority shareholders with a measure of protection against business combination and other transactions that may be inadequately priced, unfair, coercive or otherwise not in their best interests. These provisions are not intended to, and do not, preclude unsolicited, non-abusive offers to acquire the Company at a fair price. They are designed, instead, to encourage any potential acquirer to negotiate directly with the Board, which the Board believes is in the best position to evaluate the adequacy and fairness of proposed offers, to negotiate on behalf of all shareholders, and to protect shareholders against abusive takeover tactics.

The Board also believes that there are important reasons for requiring a broad consensus of the shareholders to amend certain fundamental governance provisions in the Company's bylaws and Certificate of Incorporation, and that requiring a supermajority vote for such amendments protects shareholders against the self-interested actions of a few large investors. For example, if the proposal submitted by the proponent were implemented, it could become possible for a small number of very large shareholders, whose interests may diverge from those of our other shareholders, to approve an amendment to the Company's bylaws and change the size or composition of the current Board. Importantly, the Supermajority Voting Standard does not preclude changes to the Company's governing documents. Rather, they help to ensure that certain fundamental changes to the governing documents are made only with a broad consensus of shareholders, rather than by a "simple majority" of shareholders voting (which may, in practice, be the holders of a minority of shares outstanding).

2021 Proxy Statement OGE Energy Corp. 29

The Company asserts that its corporate governance practices are sound and that the Company and the Board are committed to good corporate governance, accountability to shareholders and shareholder engagement. The Company has taken significant steps to implement strong governance principles and to promote accountability, including:

•Eliminating the classified Board of Directors and providing for the annual election of all directors;

•Requiring majority voting for the election of directors; and

•Adopting proxy access.

The Board will continue to consider whether changes to the Certificate of Incorporation and Company bylaws are appropriate and in the best interests of the shareholders and the Company in the future.

As mentioned above, despite introducing virtually the same proposal three times previously, and having the shareholders fail to approve the requested Certificate Amendments to implement those shareholder proposals, the proponent has submitted essentially the same proposal.

SEC Form DEF 14A filed by OGE Energy Corp