Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

OGE Energy Corp. ("OGE Energy") is the parent company of Oklahoma Gas and Electric Company, a regulated electric utility with approximately 882,000 customers in Oklahoma and western Arkansas.



On May 19, 2022 at the 2022 Annual Meeting of Shareholders, the shareholders
approved the OGE Energy Corp. 2022 Stock Incentive Plan (the "Stock Incentive
Plan"). The Stock Incentive Plan is intended to replace the OGE Energy Corp.
2013 Stock Incentive Plan (the "Prior Plan"). The effective date of the Stock
Incentive Plan is May 19, 2022, and the Stock Incentive Plan will terminate on
May 19, 2032.

The maximum number of shares of common stock that OGE Energy may issue under the
Stock Incentive Plan is 2,500,000 plus (i) shares remaining available for grant
under the Prior Plan as of the effective date of the Stock Incentive Plan and
(ii) shares subject to outstanding awards under the Prior Plan as of the
effective date of the Stock Incentive Plan that are forfeited, cancelled, expire
unexercised or lapse without issuance. The Stock Incentive Plan permits a
committee of the Board to grant incentive awards in the form of non-qualified
stock options, incentive stock options, restricted stock, restricted stock
units, stock appreciation rights and performance-based units to designated
officers, employees and non-employee directors of OGE Energy and its affiliates.
A more detailed summary of the material features of the Stock Incentive Plan is
set forth in OGE Energy's proxy statement for the 2022 Annual Meeting of
Shareholders filed with the Securities and Exchange Commission on April 4, 2022.
A copy of the Stock Incentive Plan is included as Appendix B to such proxy
statement.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of OGE Energy held on May 19, 2022, the shareholders:



•Elected 9 members of the Board of Directors;
•Ratified the appointment of Ernst & Young LLP as OGE Energy's principal
independent accountants for 2022;
•Approved, on an advisory basis, the compensation paid to named executive
officers;
•Did not approve an amendment of the restated certificate of incorporation to
eliminate supermajority voting provisions, as it received less than 80 percent
of the outstanding shares of OGE Energy's common stock required for passage;
•Approved the 2022 Stock Incentive Plan; and
•The shareholder proposal regarding modification of the supermajority voting
provisions received 58.5 percent of the votes cast, but less than the 80 percent
of the outstanding votes required to implement the changes.

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The number of votes cast for, against or withheld, as well as the number of
abstentions and broker non-votes as to each of such matters, were as stated
below.
Proposal No. 1:                                Votes For           Votes Against          Abstentions          Broker Non-Votes
Election of Directors

Terms Expiring in 2023
Frank A. Bozich                               134,092,726            3,636,726              912,096               29,523,935
Peter D. Clarke                               133,550,529            3,801,773             1,289,246              29,523,935
David L. Hauser                               135,695,595            2,036,116              909,837               29,523,935
Luther C. Kissam, IV                          133,884,452            3,695,580             1,061,516              29,523,935
Judy R. McReynolds                            136,023,673            1,898,611              719,264               29,523,935
David E. Rainbolt                             134,538,670            3,213,259              889,619               29,523,935
J. Michael Sanner                             134,652,392            3,047,601              941,555               29,523,935
Sheila G. Talton                              134,466,381            3,456,338              718,829               29,523,935
Sean Trauschke                                133,503,919            4,140,178              997,451               29,523,935

Proposal No. 2:                                Votes For           Votes Against          Abstentions
Ratification of the appointment of Ernst
& Young LLP as OGE Energy's principal
independent accountants for 2022              164,393,785            2,771,596             1,000,102

Proposal No. 3:                                Votes For           Votes

Against Abstentions Broker Non-Votes Advisory vote to approve named executive officer compensation

                          129,302,772            7,586,998             1,751,778              29,523,935

Proposal No. 4:                                Votes For           Votes Against          Abstentions          Broker Non-Votes
Amendment of the restated certificate of
incorporation to eliminate supermajority
voting provisions                             134,002,890            3,114,142             1,524,516              29,523,935

Proposal No. 5:                                Votes For           Votes

Against Abstentions Broker Non-Votes Approval of OGE Energy Corp. 2022 Stock Incentive Plan

                                129,629,472            7,596,261             1,415,815              29,523,935

Proposal No. 6:                                Votes For           Votes Against          Abstentions          Broker Non-Votes
Shareholder proposal regarding
modification of the supermajority voting
provisions                                     81,156,269            55,758,293            1,726,986              29,523,935

Item 8.01. Other Events

OGE Energy's Board of Directors declared a third quarter dividend of $0.4100 per
common share of stock, to be paid July 29, 2022, to shareholders of record July
11, 2022.

Item 9.01. Financial Statements and Exhibits


          (d) Exhibits

           Exhibit Number                          Description

              10.01                        OGE Energy's 2022 Stock

Incentive Plan. (Filed as Appendix B to OGE


                                         Energy's Proxy Statement for the

2022 Annual Meeting of Shareholders


                                         (File No. 1-12579) and

incorporated by reference herein.)


               104                       Cover Page Interactive Data File - the cover page XBRL tags are
                                         embedded within the Inline XBRL document.

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