SEMPRA ENERGY DEFA14A 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Reg. (S) 240.14a-101.
SEC 1913 (3-99)
At our 2012 Annual Meeting, shareholders will vote on an advisory resolution to approve the compensation of our named executive officers. We are writing to request your support for this Say-on-Pay resolution.
Both ISS, the largest proxy advisory firm, and Egan Jones, recently recommended a vote FOR our Say-on-Pay proposal. Glass Lewis & Co., another proxy advisory firm, has recommended a vote AGAINST both our Say-on-Pay proposal and the members of the Compensation Committee of the Board of Directors.
Our board of directors recommends a vote FOR our Say-on-Pay proposal, and in this letter we will provide key highlights of our:
We will also discuss the flaws in the Glass Lewis analysis.
Outstanding short-term and long-term financial performance:
Our financial performance has been very strong over both the short-term and long-term.
Total Shareholder Return:
We have consistently delivered very strong earnings:
We recently announced a 25% increase in our dividend. On an annualized basis, our dividend will increase from $1.92 per share to $2.40 per share. This follows a 2011 dividend increase of 23% from $1.56 per share to $1.92 per share on an annualized basis.
Our compensation is performance-based and aligned with shareholders:
Our compensation program emphasizes pay for performance and alignment with shareholders:
We have listened to our shareholders:
As described in our Compensation Discussion and Analysis (CD&A), within the past year, we held telephonic meetings with shareholders representing 78 million shares, or 32% of our total outstanding shares, and 47% of our institutional share ownership. The purpose of these discussions is to update investors on key governance and compensation issues as well as solicit feedback and answer questions. We have been holding discussions like these for several years.
Executive compensation is always a key topic in these meetings. This input is taken into consideration in making compensation decisions and evaluating changes to our executive compensation program. Since early 2011, the Compensation Committee has made the following changes to our compensation program:
These recent changes build upon a strong compensation governance program. These measures are discussed in the CD&A section of our proxy statement on page 34.
Glass Lewis analysis lacks transparency, is conceptually flawed and inaccurate:
Glass Lewis analysis lacks transparency and is fundamentally flawed. Below are a few illustrative examples:
Our financial and operational performance has been very strong over both the short-term and long-term. We have executed a smooth transition for the CEO and other key leadership positions. Executive compensation is performance-based and aligned with shareholder interests. We listen to our shareholders and we have continued to increase our shareholder engagement and enhance our compensation governance practices.
Your vote is important to us. For all the reasons we describe above, we respectfully ask that you vote FOR our Say-on-Pay resolution.