
HOUSEHOLDING INFORMATION

We have adopted a procedure approved by the SEC called "householding." Under this procedure, certain shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only a single copy of our Notice of Internet Availability of Proxy Materials or, as applicable, our Annual Report to Shareholders or proxy statement, unless one or more of these shareholders notifies us that they would like to continue to receive individual copies. This will reduce our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check or dividend reinvestment statement mailings.

54 ~~OGE Energy Corp.~~ ~~2020 Proxy Statement~~

If you and other shareholders of record with whom you share an address currently receive multiple copies of our Notice of Internet Availability of Proxy Materials or, as applicable, our Annual Report to Shareholders or proxy statement, or if you hold stock in more than one account, and in either case, you would like to receive only a single copy of the Notice of Internet Availability of Proxy Materials or, as applicable, our Annual Report to Shareholders or proxy statement for your household, please contact Computershare; P.O. Box 505000, Louisville, KY 40233-5000 or phone toll free 1-888-216-8114.

If you participate in householding and would like to receive a separate copy of our Notice of Internet Availability of Proxy Materials or, as applicable, our Annual Report to Shareholders or proxy statement, please call us at 405-553-3966 or write us at: OGE Energy Corp. Shareholder Relations, 321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma 73101-0321. We will deliver the requested documents to you promptly upon receipt of your request.

Some banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy statements and annual reports. This means that only a single copy of our Notice of Internet Availability of Proxy Materials, or our Annual Report to Shareholders or proxy statement may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of either document to you if you call us at 405-553-3966 or write us at: OGE Energy Corp. Shareholder Relations, 321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma 73101-0321. If you want to receive separate copies of our Annual Report to Shareholders and proxy statement in the future, or if you are receiving multiple copies and would like to receive only a single copy for your household, you should contact your bank, broker, or other nominee record holder.

~~2020~~2021 Proxy Statement OGE Energy Corp. 5559

Appendix A

~~FORM OF PROPOSED AMENDMENTS TO ARTICLES VI, VII, VIII AND IX TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION REFLECTING PROPOSED AMENDMENTS TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS~~Proposed Amendments to OGE Energy Certificate of Incorporation to Implement Written Consent

~~VI.~~

~~Reserved~~

~~A. VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.~~

~~a. In addition to any affirmative vote required by law or this Article VI or any other Article hereof, and except as otherwise expressly provided in Section B of this Article VI:~~

i. any merger or consolidation of the corporation or any Subsidiary (as hereinafter defined) with (i) any Interested Shareholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Shareholder; or

ii. any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of any assets of the corporation or any Subsidiary having an aggregate Fair Market Value of $25,000,000 or more; or

iii. the issuance or transfer by the corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the corporation or any Subsidiary to any Interested Shareholder or any Affiliate of any Interested Shareholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $25,000,000 or more, other than the issuance of securities upon the conversion of convertible securities of the corporation or any Subsidiary which were not acquired by such Interested Shareholder (or such Affiliate) from the corporation or a Subsidiary; or

iv. the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of an Interested Shareholder or any Affiliate of any Interested Shareholder; or

v. any reclassification of securities (including any reverse stock split), or recapitalization of the corporation, or any merger or consolidation of the corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of stock or securities convertible into stock of the corporation or any Subsidiary which is directly or indirectly owned by any Interested Shareholder or any Affiliate of any Interested Shareholder; shall require the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of stock of the corporation entitled to vote generally in the election of directors (the "Voting Stock"), voting together as a single class (it being understood that for purposes of this Article VI, each share of the Voting Stock shall have the number of votes granted to it pursuant to Article IV hereof). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law, by any provision hereof, or in any agreement with any national securities exchange or otherwise.

b. The term "Business Combination" as used in this Article VI shall mean any transaction which is referred to in any one or more subparagraphs (a) through (e) of paragraph 1 of this Section A.

B. WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section A of this Article VI shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of any Article hereof, if all of the conditions specified in either of the following paragraphs 1 and 2 are met:

~~a. The Business Combination shall have been approved by a majority of the Disinterested Directors (as hereinafter defined).~~

~~b. All of the following conditions shall have been met:~~

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~~Appendix A~~

(a) The aggregate amount of the cash and the Fair Market Value (as hereinafter defined) as of the date of the consummation of the Business Combination of any consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the higher of the following:

I. (if applicable) the Highest Per Share Price (as hereinafter defined) (including the brokerage commissions, transfer taxes and soliciting dealers' fees) paid in order to acquire any shares of Common Stock beneficially owned by the Interested Shareholder which were acquired beneficially by such Interested Shareholder (X) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the "Announcement Date") or (Y) in the transaction in which it became an Interested Shareholder, whichever is higher; and

II. the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Shareholder became an Interested Shareholder (such later date is referred to in this Article VI as the "Determination Date"), whichever is higher.

(b) The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of shares of any class or series of outstanding Voting Stock other than the Common Stock shall be at least equal to the highest of the following (it being intended that the requirements of this subparagraph (b) shall be required to be met with respect to every such class or series of outstanding Voting Stock, whether or not the Interested Shareholder beneficially owns any shares of a particular class or series of Voting Stock):

I. (if applicable) the Highest Per Share Price (as hereinafter defined) (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid in order to acquire any shares of such class or series of Voting Stock beneficially owned by the Interested Shareholder which were acquired beneficially by such Interested Shareholder (X) within the two-year period immediately prior to the Announcement Date or (Y) in the transaction in which it became an Interested Shareholder, whichever is higher;

II. (if applicable) the highest preferential amount per share to which the holders of shares of such class or series of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation; and

~~III. the Fair Market Value per share of such class or series of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher.~~

(c) The consideration to be received by holders of a particular class or series of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as was previously paid in order to acquire beneficially shares of such class or series of Voting Stock that are beneficially owned by the Interested Shareholder and, if the Interested Shareholder beneficially owns shares of any class or series of Voting Stock that were acquired with varying forms of consideration, the form of consideration to be received by holders of such class or series of Voting Stock shall be either cash or the form used to acquire beneficially the largest number of shares of such class or series of Voting Stock beneficially acquired by it prior to the Announcement Date.

(d) After such Interested Shareholder has become an Interested Shareholder and prior to the consummation of such Business Combination: (i) except as approved by a majority of the Disinterested Directors, there shall have been no failure to declare and pay at the regular dates therefor the full amount of any dividends (whether or not cumulative) payable on any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation; (ii) there shall have been (x) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by a majority of the Disinterested Directors, and (y) an increase in such annual rate of dividends (as necessary to prevent any such reduction) in the event of any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure so to increase such annual rate was approved by a majority of the Disinterested Directors; and (iii) such Interested Shareholder shall have not become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in such Interested Shareholder becoming an Interested Shareholder.

(e) After such Interested Shareholder has become an Interested Shareholder, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionally as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

~~2020 Proxy Statement~~ ~~OGE Energy Corp.~~ ~~A-2~~

~~Appendix A~~

(f) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public shareholders of the corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

~~C. CERTAIN DEFINITIONS. For the purposes of this Article VI:~~

~~a. A "person" shall mean any individual, firm, corporation or other entity.~~

~~b. "Interested Shareholder" shall mean any person (other than the corporation or any Subsidiary) who or which:~~

~~i. is the beneficial owner, directly or indirectly of more than 10% of the voting power of the outstanding Voting Stock; or~~

ii. is an Affiliate of the corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding Voting Stock; or

iii. is an assignee of or has otherwise succeeded to any shares of Voting Stock that were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

~~c. A person shall be a "beneficial owner" of any Voting Stock:~~

~~i. which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or~~

ii. which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote or direct the vote pursuant to any agreement, arrangement or understanding; or

iii. which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purposes of acquiring, holding, voting or disposing of any shares of Voting Stock.

d. For the purposes of determining whether a person is an Interested Shareholder pursuant to paragraph 2 of this Section C, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of paragraph 3 of this Section C but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, warrants or options, or otherwise.

e. "Affiliate" or "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations, under the Securities Exchange Act of 1934, as in effect on November 16, 1995.

f. "Subsidiary" means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the corporation or by a Subsidiary of the corporation or by the corporation and one or more Subsidiaries; provided, however, that for the purposes of the definition of Interested Shareholder set forth in paragraph 2 of this Section C, the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the corporation.

g. "Disinterested Director" means any member of the Board of Directors of the corporation who is unaffiliated with, and not a nominee or representative of, the Interested Shareholder and was a member of the Board of Directors prior to the time that the Interested Shareholder became an Interested Shareholder, and any successor of a

~~A-3 2020 Proxy Statement~~ ~~OGE Energy Corp.~~

~~Appendix A~~

Disinterested Director who is unaffiliated with, and not a nominee or representative of, the Interested Shareholder and who is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board of Directors.

h. "Fair Market Value" means: (a) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sales price or bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Disinterested Directors in good faith, in each case with respect to any class of stock, appropriately adjusted for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock; and (b) in the case of stock of any class or series which is not traded on any United States registered securities exchange nor in the over-the-counter market or in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by a majority of the Disinterested Directors in good faith.

i. References to "Highest Per Share Price" shall in each instance, with respect to any class of stock, reflect an appropriate adjustment for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock.

j. In the event of any Business Combination in which the corporation survives, the phrase “consideration other than cash to be received” as used in subparagraphs (a) and (b) of paragraph 2 of Section B of this Article VI shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.

D. POWERS OF THE BOARD OF DIRECTORS. A majority of the Disinterested Directors of the corporation shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article VI, including without limitation, (a) whether a person is an Interested Shareholder, (b) the number of shares of Voting Stock beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $25,000,000 or more and (e) whether the requirements of Section B of this Article VI have been met.

E. NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED SHAREHOLDERS. Nothing contained in this Article VI shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by law.

F. AMENDMENT OR REPEAL. Notwithstanding any other provisions of this Article VI or of any other Article hereof, or of the By-laws of the corporation (and notwithstanding the fact that a lesser percentage may be specified from time to time by law, this Article VI, any other Article hereof, or the By-laws of the corporation), the provisions of this Article VI may not be altered, amended or repealed in any respect, nor may any provision inconsistent therewith be adopted, unless such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of at least 80% of the combined voting power of the then outstanding Voting Stock, voting together as a single class.

~~VII.~~

A. ELECTION AND TERMS OF DIRECTORS. Except as may otherwise be provided in or fixed by or pursuant to the provisions of Article IV hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, the directors elected at or prior to the annual meeting of shareholders in 2010 shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, with each class of directors to serve for a term expiring at the annual meeting of shareholders held in the third year following the year of their election and until their successors are elected and qualified, subject to earlier death, resignation or removal. At each annual meeting of shareholders of the corporation after the annual meeting of shareholders in 2010 and except as may otherwise be provided in or fixed by or pursuant to the provisions of Article IV hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, the directors shall be elected for terms expiring at the next annual meeting of shareholders and until their successors are elected and qualified, subject

~~2020 Proxy Statement~~ ~~OGE Energy Corp.~~ ~~A-4~~

~~Appendix A~~

to earlier death, resignation or removal; provided that the directors elected at or prior to the 2010 annual meeting of shareholders shall continue to serve until their terms expire. In each case, directors shall hold office until their successors are elected and qualified.

B. SHAREHOLDER NOMINATION OF DIRECTOR CANDIDATES AND INTRODUCTION OF BUSINESS. Advance notice of shareholder nominations for the election of directors, and advance notice of business to be brought by shareholders before an annual meeting of shareholders, shall be given in the manner provided in the By-laws of the corporation.

C. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Except as may otherwise be provided in or fixed by or pursuant to the provisions of Article IV hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances: (i) newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors; (ii) any director elected in accordance with the preceding clause (i) shall hold office until the next annual meeting of shareholders and until such director's successor shall have been elected and qualified; and (iii) no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

D. REMOVAL. Except as may otherwise be provided in or fixed by or pursuant to the provisions of Article IV hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, any director may be removed from office, with or without cause, only by the affirmative vote of the holders of at least a majority of the combined voting power of the then outstanding shares of the corporation's stock entitled to vote generally, voting together as a single class. Whenever in this Article VII or in Article VIII hereof or in Article IX hereof, the phrase "the then outstanding shares of the corporation's stock entitled to vote generally" is used, such phrase shall mean each then outstanding share of Common Stock and of any other class or series of the corporation's stock that is entitled to vote generally in the election of directors and whose voting privileges are not generally restricted by any of the provisions of any Article hereof.

E. AMENDMENT OR REPEAL. Notwithstanding any other provisions of this Article VII or of any other Article hereof or of the By-laws of the corporation (and notwithstanding the fact that a lesser percentage may be specified from time to time by law, this Article VII, any other Article hereof, or the By-laws of the corporation), the provisions of this Article VII may not be altered, amended or repealed in any respect, nor may any provision inconsistent therewith be adopted, unless such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of at least 80% of the combined voting power of the then outstanding shares of the corporation's stock entitled to vote generally, voting together as a single class.

VIII.

Any action required or permitted to be taken by the shareholders of the corporation must be effected at a duly called annual or special meeting of such holders and, except as (i) provided by, and subject to the limitations of, Article XIII hereof or (ii) asotherwise mandated by Oklahoma law, may not be effected without such a meeting by any consent in writing by such holders.

Except as otherwise mandated by Oklahoma law and except as may otherwise be provided in or fixed by or pursuant to the provisions of Article IV hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, special meetings of shareholders of the corporation may be called only by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors or by the President of the corporation.

Notwithstanding any other provisions of this Article VIII or of any other Article hereof or of the By-laws of the corporation (and notwithstanding the fact that a lesser percentage may be specified from time to time by law, this Article VIII, any other Article hereof, or the By-laws of the corporation), the provisions of this Article VIII may not be altered amended or repealed in any respect, nor may any provision inconsistent therewith be adopted, unless such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of at least 80% of the combined voting power of the then outstanding shares of the corporation's stock entitled to vote generally, voting together as a single class.

~~IX.~~XIII.

~~The Board of Directors shall have power~~A. WRITTEN CONSENT. Certain actions required or permitted to ~~adopt, amend and repeal~~be taken by the ~~By-laws~~shareholders of the corporation toat an annual or special meeting of the ~~maximum extent permitted from time to time by Oklahoma law;~~ ~~provided, however,~~ ~~that any By-laws adopted~~shareholders may be effected without a meeting by the ~~Board~~written consent of ~~Directors under~~ the ~~powers conferred hereby may~~shareholders of the corporation entitled to vote thereon, but only if such action is taken in accordance with the provisions of this Article XIII.

B. REQUEST FOR RECORD DATE. The record date for determining such shareholders entitled to consent to corporate action in writing without a meeting shall be ~~amended or repealed~~as fixed by the Board of Directors or ~~by the~~ ~~holders of at least a majority of the voting power of the shares represented and entitled to vote thereon at such meeting at which a quorum is present.shareholders having voting power with respect thereto, except that, and notwithstanding any other provisions of~~as otherwise established under this

~~A-5 2020 Proxy Statement~~ ~~OGE Energy Corp.~~

~~Appendix A~~

Article ~~IX or of any other Article hereof or of the By-laws~~XIII. Any shareholder of the corporation ~~(and notwithstanding~~seeking to have such shareholders authorize or take corporate action by written consent without a meeting shall, by written notice addressed to the ~~fact that a lesser percentage may be specified from time to time by law, this Article IX, any other Article hereof or the By-laws~~Secretary of the ~~corporation), no provision of Section 1.1 of Article 1 of~~corporation, delivered to the By-laws, or of Section 4.2, Section 4.12 or Section 4.14 of Article IV of the By-laws, or of Section 5.2 or Section 5.3 of Article V the By-laws may be altered, amended or repealed in any respect, nor may any provision inconsistent therewith be adopted, unless such alteration, amendment, repeal or adoption is approvedcorporation at its principal executive offices and signed by ~~the affirmative vote of the~~ holders of record at ~~least 80%~~the time such request is delivered who own shares representing in the aggregate a majority of the combined voting power of the then outstanding shares of the corporation's stock entitled to vote ~~generally, voting together as~~on the matter (the “Requisite Percent”), request that a ~~single class. Notwithstanding any other provisions~~record date be fixed for such purpose. For purposes of this Article ~~IX or~~XIII, a person shall be deemed to “own” only those shares of outstanding shares as to which the person possesses both (i) full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares, which terms may be further defined in the By-laws adopted from time to time. The written request must contain the information set forth in Section C of this Article XIII. Following receipt of the request from the Requisite Percent, the Board of Directors shall, by the later of (i) twenty (20) days after receipt of a valid request to set a record date and (ii) five (5) days after delivery of any ~~other Article hereof or~~information requested by the corporation to determine the validity of the ~~By-laws~~request for a record date or to determine whether the action to which the request relates may be effected by written consent of shareholders in lieu of a meeting, determine the validity of the request and whether the request relates to an action that may be authorized or taken by written consent pursuant to this Article XIII and, if appropriate, may adopt a resolution fixing the record date for such purpose (unless the Board of Directors shall have previously fixed a record date thereof). The record date for such purpose shall be no more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not precede the date upon which such resolution is adopted. If the request from the Requisite Percent has been determined to be valid and to relate to an action that may be effected by written consent pursuant to this Article XIII or if no such determination shall have been made by the date required by this Article XIII, and in either event no record date has been fixed by the Board of Directors by the date required by the preceding sentence, the record date, when no prior action by the Board of Directors is required under the provisions of Oklahoma law, shall be the first date (after the expiration of the time period provided by the fifth sentence of this Section B) on which a signed written consent relating to the action taken or proposed to be taken by written consent is delivered to the corporation in the manner described in Section G of this Article XIII; provided that, if prior action by the Board of Directors is required under the provisions of Oklahoma law, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

OGE Energy Corp. 2021 Proxy Statement A-1

Appendix A

C. REQUEST REQUIREMENTS. The request required by Section B of this Article XIII (i) must be delivered to the Secretary at the principal executive offices of the corporation ~~(and notwithstanding the fact that a lesser percentage may be specified from time to time~~ by law, this Article IX, any other Article hereof or the By-laws of the corporation), the provisions of this Article IX may not be altered, amended or repealed in any respect, nor may any provision inconsistent therewith be adopted, unless such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of record owning at least ~~80%~~the Requisite Percent of the combined voting power of the then outstanding shares of the corporation's stock entitled to vote ~~generally,~~on the matter (with written evidence of such ownership attached to the request (provided, however, that if the shareholder(s) making the request are not the beneficial owners of the shares representing at least the Requisite Percent of the combined voting ~~together~~power of the then outstanding shares of the corporation's stock entitled to vote on the matter, then the request must also include documentary evidence that the beneficial owners on whose behalf the request is made beneficially own at least the Requisite Percent of the combined voting power of the then outstanding shares of the corporation's stock entitled to vote on the matter as of the date on which such request is delivered to the Secretary)), who shall not revoke such request and who shall continue to own not less than the Requisite Percent of the combined voting power of the then outstanding shares of the corporation's stock entitled to vote on the matter through the date of delivery of consents signed by a ~~single class.~~sufficient number of shareholders to authorize or take such action, (ii) must contain an agreement to solicit consents in accordance with Section E of this Article VII, (iii) must describe the action proposed to be authorized or taken by written consent of shareholders and (iv) must contain (1) such information and representations, to the extent applicable, then required by the By-laws of the corporation, as amended from time to time, as though such shareholder was intending to make a nomination of persons for election to the Board of Directors or bring any other matter before a meeting of shareholders, as applicable, and (2) the text of the proposed action to be authorized or taken (including the text of any resolutions to be adopted by written consent of shareholders and the language of any proposed amendment to the By-laws of the corporation). The corporation may require the shareholder(s) submitting such request to furnish such other information as may be requested by the corporation to determine whether the request relates to an action that may be effected by written consent under Section D of this Article XIII. In connection with an action or actions proposed to be authorized or taken by written consent in accordance with this Article XIII and applicable law, the shareholder(s) seeking such action or actions shall further update and supplement the information previously provided to the corporation in connection therewith, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for such action and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five business days after such record date. Any requesting shareholder may revoke his, her or its request at any time by written revocation delivered to the Secretary of the corporation at the corporation’s principal executive offices. Any disposition by a requesting shareholder of any shares of voting stock of the corporation (or of beneficial ownership of such shares by the beneficial owner on whose behalf the request was made) after the date of the request, shall be deemed a revocation of the request with respect to such shares. If the unrevoked requests represent in the aggregate less than the Requisite Percent prior to the time the record date is set in accordance with this Section B, the Board of Directors, in its discretion, is not obligated to set such a record date and the shareholders are not entitled to act by written consent.

D. ACTIONS WHICH MAY BE TAKEN BY WRITTEN CONSENT. Shareholders are not entitled to act by written consent if (i) the action relates to an item of business that is not a proper subject for shareholder action under applicable law, (ii) the request for a record date for such action is received by the corporation during the period commencing one hundred twenty (120) days prior to the first anniversary of the date of the notice of annual meeting for the immediately preceding annual meeting and ending on the earlier of (x) the date of the next annual meeting and (y) thirty (30) calendar days after the first anniversary of the date of the immediately preceding annual meeting, (iii) an identical or substantially similar item (as determined by the Board of Directors in its reasonable determination, which determination shall be conclusive and binding on the corporation and its shareholders, a “Similar Item”), other than the election or removal of directors, was presented at any meeting of shareholders held not more than twelve (12) months before the request for a record date for such action is received by the corporation, (iv) a Similar Item consisting of the election or removal of directors was presented at any meeting of shareholders held not more than ninety (90) days before the request for a record date was received by the corporation (and, for purposes of this clause, the election or removal of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors), (v) a Similar Item is included in the corporation’s notice as an item of business to be brought before a shareholders meeting that has been called by the time the request for a record date is received by the corporation but not yet held, (vi) the Board of Directors calls an annual or special meeting of shareholders for purposes of presenting a Similar Item or solicits action by written consent of shareholders of a Similar Item pursuant to Section J of this Article XIII or (vii) such record date request was made in a manner that either did not comply with this Article XIII, the corporation’s By-laws or involved a violation of Regulation 14A under the Securities Exchange Act of 1934 or other applicable law.

E. MANNER OF CONSENT SOLICITATION. Shareholders of the corporation may authorize or take action by written consent only if consents are solicited by the shareholder or group of shareholders seeking to authorize or take action by written consent of shareholders in accordance with this Article XIII and applicable law from all holders of voting stock of the corporation entitled to vote on the matter.

F. FORM AND TIMING OF CONSENT. No written consent purporting to take or authorize the taking of corporate action shall be effective to take the corporate action referred to therein unless, consents signed by a sufficient number

A-2 OGE Energy Corp. 2021 Proxy Statement

Appendix A

of shareholders to take such action are so delivered to the corporation in the manner required by Section G of this Article XII within sixty (60) days of the first date on which a consent is so delivered to the corporation.

G. DELIVERY OF CONSENTS. No consents may be delivered to the corporation until sixty (60) days after the delivery of a valid request to set a record date from the Requisite Percent. Consents must be delivered to the corporation by delivery to its registered office in the State of Oklahoma or its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery must be made by hand or by certified or registered mail, return receipt requested. In the event of the receipt by the corporation of consents, the Secretary of the corporation, or such other officer of the corporation as the Board of Directors may designate, shall provide for the safe-keeping of such consents and any related revocations and shall promptly conduct such ministerial review of the sufficiency of all consents and any related revocations and of the validity of the action to be taken by written consent as the Secretary of the corporation, or such other officer or agent of the corporation as the Board of Directors may designate, as the case may be, deems necessary or appropriate, including, without limitation, whether the shareholders of a number of shares having the requisite voting power to authorize or take the action specified in consents have given consent; provided, however, that if the action to which the consents relate is the removal or replacement of one or more members of the Board of Directors, the Secretary of the corporation or other officer, as the case may be, shall promptly designate two persons, who shall not be members of the Board of Directors, to serve as inspectors with respect to such consents and such inspectors shall discharge the functions of the Secretary of the Corporation or other officer, as the case may be, under this Article XIII. If after such investigation the Secretary of the corporation, such other officer of the corporation as the Board of Directors may designate or the inspector(s), as the case may be, shall determine that the action purported to have been taken is duly authorized by the consents, that fact shall be certified on the records of the corporation kept for the purpose of recording the proceedings of meetings of shareholders and the consents shall be filed in such records. In conducting the investigation required by this section, the Secretary of the corporation, such other officer or agent of the corporation as the Board of Directors may designate or the inspector(s), as the case may be, may, at the expense of the corporation, retain special legal counsel and any other necessary or appropriate professional advisors as such person or persons may deem necessary or appropriate and, to the fullest extent permitted by law, shall be fully protected in relying in good faith upon the opinion of such counsel or advisors.

H. EFFECTIVENESS OF CONSENT. Notwithstanding anything in the Restated Certificate of Incorporation to the contrary, no action may be authorized or taken by the shareholders by written consent except in accordance with this Article XIII and applicable law. If the Board of Directors shall determine that any request to fix a record date or to take shareholder action by written consent was not properly made in accordance with, or does not comply with, this Article XIII or applicable law, then the Board of Directors shall not be required to fix a record date and any such purported action by written consent shall be null and void to the fullest extent permitted by applicable law. No action by written consent shall be effective until such date as the Secretary of the corporation, such other officer of this corporation as the Board of Directors may designate, or the inspector(s), as applicable, certifies to the corporation that the consents delivered to the corporation in accordance with Section G of this Article XIII represent at least the minimum number of votes that would be necessary to authorize or take the corporate action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with Oklahoma law and the Restated Certificate of Incorporation.

I. CHALLENGE TO VALIDITY OF CONSENT. Nothing contained in this Article XIII shall in any way be construed to suggest or imply that the Board of Directors of the corporation or any shareholder shall not be entitled to contest the validity of any consent or related revocations, whether before or after such certification by the Secretary of the corporation, such other officer of the corporation as the Board of Directors may designate or the inspector(s), as the case may be, or to take any other action (including, without limitation, the commencement prosecution, or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

J. BOARD-SOLICITED SHAREHOLDER ACTION BY WRITTEN CONSENT. Notwithstanding anything to the contrary set forth above, (x) none of the foregoing provisions of this Article XIII or any related provisions of the By-laws of the corporation shall apply to any solicitation of shareholder action by written consent by or at the direction of the Board of Directors and (y) the Board of Directors shall be entitled to solicit shareholder action by written consent in accordance with applicable law.

OGE Energy Corp. 2021 Proxy Statement A-3

Appendix B

Proposed Amendments to OGE Energy By-laws to Implement Written Consent

Section 4.12

Informal Action by Shareholders. Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of such holders and,may be effected by a consent or consents in writing of the shareholders only to the extent provided by, and subject to the limitations in, the Corporation's Restated Certificate of Incorporation, or except as otherwise mandated by Oklahoma law, may not be effected without such a meeting by any consent in writing by such holders.

~~2020 Proxy Statement~~B-1 OGE Energy Corp. ~~A-6~~2021 Proxy Statement


~~LOCATION OF THE SKIRVIN HILTON HOTEL, GRAND BALLROOM~~


~~Directions to the Skirvin Hilton Hotel~~ ~~From the west:~~ Take I-40 east to the Shields Blvd exit. Turn north (left) at the light, toward downtown Oklahoma City. Continue on Shields Blvd/E.K. Gaylord Blvd for about half a mile, then turn left onto Sheridan Ave. Take the first right onto Broadway Ave. The Skirvin Hotel will be on the right side of the road at the intersection of Broadway and Park Ave. ~~From all other directions:~~ ~~Take the Oklahoma City Blvd. exit, follow Oklahoma City Blvd. until it intersects with E.K. Gaylord Blvd, then proceed as above.~~ *Parking available downtown including the Skirvin Hilton Hotel or Main Street Parking Garage.

OGE ENERGY CORP.
P.O. BOX 321
OKLAHOMA CITY, OK 73101-0321
ATTN: JASON BAILEY

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information.

Vote by 11:59 p.m. Eastern Time on May ~~20, 2020~~19, 2021 for shares held directly and by 11:59 p.m.

Eastern Time on May ~~18, 2020~~17, 2021 for shares held in a Plan. Have your proxy card in hand when

you access the web site and follow the instructions to obtain your records and to create an

electronic voting instruction form.

~~OGE ENERGY CORP.~~
~~P.O. BOX 321~~
~~OKLAHOMA CITY, OK 73101-0321~~
~~ATTN: TODD TIDWELL~~

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~During The Meeting - Go to www.virtualshareholdermeeting.com/OGE2021

~~If you would like to reduce~~

You may attend the ~~costs incurred by our company in mailing proxy materials,~~

~~you can consent to receiving all future proxy statements, proxy cards and annual reports~~

~~electronically~~meeting via ~~e-mail or the Internet. To sign up for electronic delivery, please follow~~

~~the instructions above to vote using~~ the Internet and ~~when prompted, indicate~~vote during the meeting. Have the information that ~~you~~

~~agree to receive or access proxy materials electronically~~is printed in ~~future years.~~the box marked by the arrow available and follow the instructions.

[Shareholder Address]

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m.

Eastern Time on May ~~20, 2020~~19, 2021 for shares held directly and by 11:59 p.m. Eastern Time on

May ~~18, 2020~~17, 2021 for shares held in a Plan. Have your proxy card in hand when you call and

then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have

provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,

NY 11717.

NAME

OGE Energy Corp. Common Stock

CONTROL # à

PAGE 1 of 2


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ý			KEEP THIS PORTION FOR YOUR RECORDS
			DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

OGE ENERGY CORP.

The Board of Directors recommends you vote FOR the following:

1. Election of Directors

Nominees

For

Against

Abstain

The Board of Directors recommends you vote FOR proposals 2, 3 and 4.

For

Against

Abstain

1A1a. - Frank A. Bozich

2. Ratification of the appointment of Ernst & Young LLP as the Company's principal independent accountants for ~~2020.~~

2021.

~~1B - James H. Brandi~~

1C1b. - Peter D. Clarke

1D1c. - Luke R. Corbett

1d. - David L. Hauser

3. Advisory Vote to Approve Named Executive Officer Compensation.

1e. - Luther C. Kissam, IV

~~1E - David L. Hauser~~

1F1f. - Judy R. McReynolds

4.4. Amendment of the Restated Certificate of Incorporation and By-laws to ~~Eliminate Supermajority Voting Provisions.~~

Permit Shareholders to Act by Written Consent.

1G1g. - David E. Rainbolt

1H1h. - J. Michael Sanner

The Board of Directors recommends you vote AGAINST the following proposal:

For

Against

Abstain

1I1i. - Sheila G. Talton

1J1j. - Sean Trauschke

5. Shareholder Proposal Regarding Simple Majority Vote.

5. ~~Shareholder Proposal Regarding Allowing Shareholders to Act by Written Consent.~~

NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.

~~NOTE:~~ Please sign as name appears hereon. Joint owners should each sign. When signing as an attorney, executor,
administrator, trustee or guardian, please give full title as such.

SHARES
CUSIP #

Signature [PLEASE SIGN WITHIN BOX]

Date

JOB#

Signature (Joint Owners)

Date

SEQUENCE #

~~LOCATION OF THE SKIRVIN HILTON HOTEL,~~

~~GRAND BALLROOM~~

~~1 Park Avenue~~

~~Oklahoma City, Oklahoma 73102~~

~~Directions to the Skirvin Hilton Hotel~~

~~From the west:~~ Take I-40 east to the Shields Blvd exit. Turn north (left) at the light, toward downtown Oklahoma City. Continue on Shields Blvd/E.K. Gaylord Blvd for about half a mile, then turn left onto Sheridan Ave. Take the first right onto Broadway Ave. The Skirvin Hotel will be on the right side of the road at the intersection of Broadway and Park Ave. ~~From all other directions:~~ ~~Take the Oklahoma City Blvd. exit, follow Oklahoma City Blvd. until it intersects with E.K. Gaylord Blvd, then proceed as above.~~

*Parking available downtown including the Skirvin Hilton Hotel or Main Street Parking Garage.

It is important that your shares are represented at this meeting, whether or not you attend the meeting ~~in person.~~ online.
To make sure your shares are represented, we urge you to vote by Internet, telephone, or complete and mail the
proxy card above.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report ~~Notice & Proxy Statement is/~~ are available at www.proxyvote.com.



Annual Meeting of OGE Energy Corp. Shareholders Thursday, May ~~21, 2020~~20, 2021 10:00 a.m. CDT ~~The Skirvin Hilton Hotel, Grand Ballroom~~ The undersigned hereby appoints ~~Luke~~Judy R. ~~Corbett~~McReynolds and Sean Trauschke, and each of them severally, with full power of substitution and with full power to act with or without the other, as the proxies of the undersigned to represent and to vote all shares of stock of OGE Energy Corp. held of record by the undersigned on March ~~23, 2020,~~22, 2021, at the Company's Annual Meeting of Shareholders to be held on May ~~21, 2020,~~20, 2021, and at all adjournments thereof, on all matters coming before said meeting. THIS PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED ON THE REVERSE SIDE OF THIS PROXY CARD, FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S PRINCIPAL INDEPENDENT ACCOUNTANTS FOR ~~2020,~~2021, FOR THE APPROVAL OF OUR NAMED EXECUTIVE OFFICER COMPENSATION AND FOR THE AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS TO ~~ELIMINATE SUPERMAJORITY VOTING PROVISIONS~~PERMIT SHAREHOLDERS TO ACT BY WRITTEN CONSENT AND AGAINST THE SHAREHOLDER PROPOSAL REGARDING ~~ALLOWING SHAREHOLDERS TO ACT BY WRITTEN CONSENT.~~ SIMPLE MAJORITY VOTE. PLEASE VOTE BY INTERNET, TELEPHONE, OR MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Unless you attend and vote ~~in person,~~online during the meeting, you MUST vote by Internet, telephone, or sign and return your proxy in order to have your shares voted at the meeting.

Continued and to be marked, dated and signed on the other side


Proposal	Proposal				Board Recommendation	Page		Proposal			Board Recommendation	Page
1	1	Elect 10 directors	☑	FOR each director nominee	16	1	Elect 10 directors		☑	FOR each director nominee	16
2	2	Ratify the appointment of Ernst & Young LLP as our principal independent accountants for 2020	☑	FOR	20	2	Ratify the appointment of Ernst & Young LLP as our principal independent accountants for 2021		☑	FOR	23
3	3	Hold an advisory vote to approve named executive officer compensation	☑	FOR	21	3	Hold an advisory vote to approve named executive officer compensation		☑	FOR	24
4	4	Amendment of the restated certificate of incorporation to eliminate supermajority voting provisions	☑	FOR	23	4	Amendment of the restated certificate of incorporation and by-laws permitting shareholders to act by written consent		☑	FOR	26
5	5	Shareholder proposal regarding allowing shareholders to act by written consent	☒	AGAINST	25	5	Shareholder proposal regarding simple majority vote		☒	AGAINST	28
6	6	Attend to any other business properly presented at this meeting				6	Attend to any other business properly presented at this meeting






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						12
Revocation of Proxy						2
Record Date; Number of Votes						2
Expenses of Proxy Solicitation						23

Mailing of Notice of Internet Availability of Proxy Materials or Proxy Statement and Annual Report						23
Voting Under Plans						3
Voting of Shares Held in Street Name by Your Broker						3
~~Corporate Governance~~Environmental and Social Stewardship						3
Corporate Governance ~~Guidelines~~						3 4
~~Director Independence~~ Corporate Governance Guidelines						4
~~Standing Committees~~ Director Independence						5
~~Leadership Structure~~ Standing Committees						5 6
Leadership Structure						6
Audit Committee Financial Expert						6 7
Process Related to Executive Officer and Director Compensation						6 7
Risk Oversight						8 10
Communications with the Board of Directors						9 10
Board Attendance at Annual Meeting of Shareholders						9 11
Related Party Transaction Policy and Related Party Transactions; Prohibition on Loans						9 11
Prohibition on Hedging						10 11
Auditors; Audit Partner Rotation						10 11
Stock Ownership Guidelines						10 11
Director Qualifications and Nomination Process						10 11
Information Concerning the Board of Directors						1413
General						1413
Committees						1413
Director Compensation						1514
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 202021						2023
Proposal No. 3 - Advisory Vote to Approve Named Executive Officer Compensation						2124
Proposal No. 4 - Amendment of the Restated Certificate of Incorporation and By-laws to ~~Eliminate Supermajority Voting Provisions~~Permit Shareholders to Act by Written Consent						2326
Proposal No. 5 - Shareholder Proposal Regarding ~~Allowing Shareholders to Act by Written Consent~~Simple Majority Vote						25 28
Report of Audit Committee						2831
Executive Officers' Compensation						3033
Compensation Discussion and Analysis						3033
Summary Compensation Table						4245
Grants of Plan-Based Awards Table for ~~201~~20920						4447
Outstanding Equity Awards at ~~201~~20 92 0 Fiscal Year-End Table						4548
~~201~~20 92 0 Option Exercises and Stock Vested Table						4649
~~201~~20 92 0 Pension Benefits Table						4650
~~201~~20 92 0 Nonqualified Deferred Compensation Table						4751
Compensation Committee Report						5053
Potential Payments upon Termination or Change of Control						5154
Information About Shareholdings and Related Matters
Security Ownership						5357
Equity Compensation Plan Information						5458
Delinquent Section 16(a) Reports						58
Shareholder Proposals						5458
Householding Information						54 59
Appendix A						A-1
Appendix B						~~A-1~~ B-1


			Ÿ			Internet at www.proxyvote.com;

			Ÿ			e-mail at sendmaterial@proxyvote.com; or

			Ÿ			telephone at 1-800-579-1639.


Director Compensation for 2019
Director Compensation for 2020												Director Compensation for 2020
Name	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 ($)		Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(a)	(b)		(c)		(d)	(e)	(f)	(g)	(h)		(a)	(b)		(c)		(d)	(e)	(f)	(g)	(h)
Frank A. Bozich	Frank A. Bozich	$	100,000	$	130,000	—	—	—	—	$	230,000	Frank A. Bozich	$	105,000	$	130,000	—				$	235,000
James H. Brandi	James H. Brandi	$	112,500	$	130,000	—	—	—	—	$	242,500	James H. Brandi	$	120,000	$	130,000	—				$	250,000
Peter D. Clarke	Peter D. Clarke	$	105,000	$	130,000	—	—	—	—	$	235,000	Peter D. Clarke	$	110,000	$	130,000	—				$	240,000
Luke R. Corbett(2)	Luke R. Corbett(2)	$	125,000	$	130,000	—	—	—	—	$	255,000	Luke R. Corbett(2)	$	185,000	$	130,000	—				$	315,000

David L. Hauser	David L. Hauser	$	105,000	$	130,000	—	—	—	—	$	235,000	David L. Hauser	$	110,000	$	130,000	—				$	240,000
Robert O. Lorenz (2)		$	50,000	$	—	—	—	—	—	$	50,000
Luther C. Kissam, IV (3)												Luther C. Kissam, IV (3)	$	35,000	$	43,333	—				$	78,333
Judy R. McReynolds	Judy R. McReynolds	$	112,500	$	130,000	—	—	—	—	$	242,500	Judy R. McReynolds	$	120,000	$	130,000	—				$	250,000
David E. Rainbolt	David E. Rainbolt	$	105,000	$	130,000	—	—	—	—	$	235,000	David E. Rainbolt	$	110,000	$	130,000	—				$	240,000
J. Michael Sanner	J. Michael Sanner	$	120,000	$	130,000	—	—	—	—	$	250,000	J. Michael Sanner	$	125,000	$	130,000	—				$	255,000
Sheila G. Talton	Sheila G. Talton	$	100,000	$	130,000	—	—	—	—	$	230,000	Sheila G. Talton	$	105,000	$	130,000	—				$	235,000


Year ended December 31	Year ended December 31	2019		2018		Year ended December 31	2020		2019
Integrated audit of OGE Energy and its subsidiaries financial statements and internal control over financial reporting	Integrated audit of OGE Energy and its subsidiaries financial statements and internal control over financial reporting	$	1,171,100	$	1,136,800	Integrated audit of OGE Energy and its subsidiaries financial statements and internal control over financial reporting	$	1,136,800	$	1,171,100
Services in support of debt and stock offerings	Services in support of debt and stock offerings	45,000		65,000		Services in support of debt and stock offerings	65,000		45,000
Other (A)	Other (A)	319,500		312,000		Other (A)	325,000		319,500
Total audit fees (B)	Total audit fees (B)	1,535,600		1,513,800		Total audit fees (B)	1,526,800		1,535,600
Employee benefit plan audits	Employee benefit plan audits	149,000		144,000		Employee benefit plan audits	128,000		149,000

Total audit-related fees	Total audit-related fees	149,000		144,000		Total audit-related fees	128,000		149,000
Assistance with examinations and other return issues	Assistance with examinations and other return issues	79,200		80,800		Assistance with examinations and other return issues	65,948		79,200
Review of Federal and state tax returns	Review of Federal and state tax returns	34,000		32,900		Review of Federal and state tax returns	32,000		34,000
Total tax preparation and compliance fees	Total tax preparation and compliance fees	113,200		113,700		Total tax preparation and compliance fees	97,948		113,200
Total tax fees	Total tax fees	113,200		113,700		Total tax fees	97,948		113,200
Total fees	Total fees	$	1,797,800	$	1,771,500	Total fees	$	1,752,748	$	1,797,800


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


			Very truly yours,




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


~~FRANK~~ Frank A. ~~BOZICH,~~Bozich President and CEO, Trinseo S.A. Age: ~~59,~~60 Director Since:2016 Committees: Compensation Nominating and Corporate Governance			ProfessionalExperience: 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 ~~has been~~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 ~~OG&E since February 2016~~leadership at publicly-traded and ~~is a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.~~large private companies.


~~JAMES H. BRANDI,~~ 71, is a former Managing Director of BNP Paribas Securities Corp., an investment banking firm, where he served from 2010 until his retirement in late 2011. From 2005 to 2010, Mr. Brandi was a partner of Hill Street Capital, LLC, a financial advisory and private investment firm that was acquired by BNP Paribas in 2010. From 2001 to 2005, Mr. Brandi was a Managing Director at UBS Securities, LLC, where he was the Deputy Global Head of the Energy and Power Group. Prior to 2001, Mr. Brandi was a Managing Director at Dillon, Read & Co. Inc. and later its successor firm, UBS Warburg, concentrating on transactions in the energy and consumer goods areas. Mr. Brandi is a trustee emeritus of The Kenyon Review. Mr. Brandi currently serves as a director and chairman of Carbon Energy Corporation and served as a member of the board of directors of Approach Resources Inc. from 2007 to 2017. Mr. Brandi has been a director of the Company and of OG&E since February 2010 and is Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee and the Executive Committee of the Board.

Retired Partner, Jones Day Age: 70 Director Since:2018 Committees: Audit Nominating and Corporate Governance, Chair Executive
~~PETER D. CLARKE,~~ProfessionalExperience: ~~69,~~Mr. Clarke is a retired energy ~~lawyer.~~lawyer with the Jones Day law firm. Mr. Clarke served as a partner of Jones Day from 2001 through ~~December 31,~~ 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 ~~has been~~should continue serving as a director of the Company based on his utility/regulatory knowledge of the utility industry generally and of ~~OG&E since February 2018~~the Company specifically, his corporate governance/legal experience relating to the energy and ~~is a member of the Audit Committee~~public utility industries, and ~~the Nominating and Corporate Governance Committee of the Board.~~his financial acumen/literacy related to corporate finance.


~~LUKE~~ Luke R. ~~CORBETT,~~ Corbett Former Chairman and CEO, Kerr-McGee Corporation Age:~~73,~~ 74 Director Since:1996 Committees: Compensation			ProfessionalExperience: 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 ~~Corporation on September 1,~~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.~~Corporation from 2016 to February 8, 2021.
			Qualifications: The Board concluded that Mr. Corbett ~~has been~~should continue serving as a director of the Company based on his executive leadership experience as chairman and ~~OG&E since December 1996. He serves as Lead Director~~chief executive officer of a large, multi-national, publicly-held energy company, his extensive knowledge of the ~~Board~~industry particularly in the oil and gas sector and midstream energy industry that is ~~a member~~relevant to the Company’s interest in Enable, his extensive knowledge of the ~~Compensation Committee~~service territory and communities served by the ~~Executive Committee~~Company, his financial acumen/literacy and risk oversight experience developed over many years of ~~the Board.~~leading a publicly-traded company.


~~DAVID~~ David L. ~~HAUSER,~~ Hauser Former Chairman and CEO, FairPoint Communications, Inc. Age:~~68,~~ 69 Director Since:2015 Committees: Compensation, Chair Audit Executive			ProfessionalExperience: 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. ~~In October, 2009, FairPoint Communications, Inc. filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.~~ 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 ~~a non-executive~~ 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 ~~has been~~should continue serving as a director of the Company based on his extensive utility/regulatory experience and ~~OG&E since July 2015~~due to his executive leadership experience in serving as the chief executive officer of a publicly-traded company, his financial leadership in utility and ~~is a member~~regulated businesses, his financial acumen/literacy resulting from his prior performance as chair of the ~~Audit Committee~~audit committee of another public company and his risk oversight experience developed over many years of leadership positions with publicly-traded companies.


Luther (Luke) C. Kissam Former Chairman, President and CEO, Albemarle Corporation Age: 55 Director Since:2020 Committees: Compensation Nominating and Corporate Governance			ProfessionalExperience: Mr. Kissam is currently a Partner with Bernhard Capital Partners, a service and infrastructure focused private equity firm. He is the ~~Compensation Committee~~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 ~~Board.~~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~~ Judy R. ~~MCREYNOLDS,~~McReynolds Chairman, President and CEO, ArcBest Corporation Age: ~~57,~~58 Director Since: 2011 Lead Director Committees: Compensation Executive			ProfessionalExperience: 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 ~~has been~~should continue serving as a director of the Company based on her executive leadership experience as chairman, president, chief executive officer and director of ~~OG&E since July 2011~~ArcBest Corporation, a publicly-held freight transportation and ~~is Chair~~logistics services company, her financial acumen/literacy resulting from prior service as chief financial officer of a publicly-traded company, her knowledge of the ~~Compensation Committee~~service territory and communities served by the Company and her risk oversight experience developed over many years of leadership positions with a ~~member of the Nominating and Corporate Governance Committee and the Executive Committee of the Board.~~publicly-traded company.


~~DAVID~~ David E. ~~RAINBOLT,~~Rainbolt Executive Chairman, BancFirst Corporation Age: ~~64,~~65 Director Since:2019 Committees: Audit Nominating and Corporate Governance			ProfessionalExperience: 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 ~~a state-chartered bank~~ headquartered in Oklahoma ~~City.~~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 ~~University of Oklahoma~~Presbyterian Health Foundation and Oklahoma Medical Research Foundation.
			Qualifications: The Board concluded that Mr. Rainbolt ~~has been~~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 ~~OG&E since January 2019 and is~~ a ~~member~~bank, his extensive knowledge of the ~~Audit Committee~~communities in the service territory due to his involvement and ~~the Nominating~~active service in numerous civic and ~~Corporate Governance Committee~~charitable matters affecting many of the ~~Board.~~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.


REPORT OF AUDIT COMMITTEE


COMPENSATION DISCUSSION AND ANALYSIS


Alliant Energy Corp.			Eversource Energy
Ameren Corp.			IDACORP, Inc.
AVANGRID Inc.			NiSource Inc.
~~AVANGRID~~CenterPoint Energy, Inc.			ONE Gas Inc.
~~CenterPoint~~CMS Energy ~~Inc.~~Corp.			Pinnacle West Capital Corporation
~~CMS~~DTE Energy ~~Corp.~~Company			PNM Resources Inc.
Evergy, Inc.			Portland General Electric Company
~~DTE Energy Company~~			~~SCANA Corporation (now part of Dominion Energy, Inc.)~~
~~Evergy, Inc.~~			~~Vectren Corporation (now part of CenterPoint Energy, Inc.)~~


	2019 Base Salary	2018 Base Salary	Percentage Increase
Sean Trauschke	$1,050,005	$959,504	9.43%
Stephen E. Merrill	$485,014	$466,627	3.94%
E. Keith Mitchell	$519,002	$503,610	3.06%
Jean C. Leger, Jr.	$375,003	$364,499	2.88%
William H. Sultemeier	$438,006	$425,610	2.91%


J. ~~MICHAEL SANNER~~Michael Sanner Retired Partner, Ernst & Young LLP Age:~~, 66,~~ 67 Director Since:2017 Committees: Audit, Chair Nominating and Corporate Governance Executive			ProfessionalExperience: 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 7.7, a publicly-traded company. In addition, Mr. Sanner ~~serves~~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 ~~has been~~should continue serving as a director of the Company ~~and OG&E since September 2017 and is Chair~~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 ~~Audit Committee~~service territory served by the Company and ~~a member~~his risk oversight experience gained in public accounting of ~~the Nominating and Corporate Governance Committee and the Executive Committee of the Board.~~regulated entities.


~~SHEILA~~ Sheila G. ~~TALTON,~~Talton President and CEO, Gray Matter Analytics Age: ~~67,~~68 Director Since:2013 Committees: Compensation Nominating and Corporate Governance			ProfessionalExperience: 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 ~~Wintrust Financial Corporation,~~ 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 ~~has been~~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 ~~OG&E since September 2013~~corporate stewardship including social and ~~is a member of the Compensation Committee~~human capital management implications and ~~the Nominating and Corporate Governance Committee of the Board.~~opportunities.


Sean Trauschke ~~SEAN TRAUSCHKE,~~ Chairman, President and CEO, OGE Energy Corp. Age:~~53,~~ 54 Director Since:2015			ProfessionalExperience: 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 State Chamber of Oklahoma, United Way of Central Oklahoma ~~Greater Oklahoma City Chamber, Oklahoma Hall of Fame~~ and other local community organizations.
			Qualifications: The Board concluded that Mr. Trauschke ~~has been~~should continue serving on the ~~board~~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 ~~OG&E since May 2015.~~CEO and formerly serving as Chief Financial Officer.


PROPOSAL NO. 2 -
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S PRINCIPAL INDEPENDENT ACCOUNTANTS FOR ~~2020~~2021


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


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


Sean Trauschke, Chairman of the Board, President and Chief Executive Officer of the Company and of OG&E
Stephen E. Merrill, Chief Financial Officer of the Company and of OG&E
E. Keith Mitchell, former Chief Operating Officer of OG&E
William H. Sultemeier, General Counsel of the Company and of OG&E
Jean C. Leger, Jr., Senior Vice President, Utility Operations of OG&E
~~William H. Sultemeier, General Counsel of the Company and~~Donnie O. Jones, Vice President, Utility Operations of OG&E


	2020 Base Salary	2019 Base Salary	Percentage Increase
Sean Trauschke	$1,071,005	$1,050,005	2.00%
Stephen E. Merrill	$499,564	$485,014	3.00%
E. Keith Mitchell	$544,952	$519,002	5.00%
William H. Sultemeier	$455,526	$438,006	4.00%
Jean C. Leger, Jr.	$386,253	$375,003	3.00%
Donnie O. Jones	$319,715	$277,978	15.01%


Name and Principal Position	Name and Principal Position	Year	Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)		All Other Compensation ($)(5)		Total ($)		Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)		All Other Compensation ($)(4)		Total ($)
(a)	(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)		(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
S. Trauschke,	S. Trauschke,	2019	$	1,050,005	$	—	$	3,550,684	$	—	$	1,141,423	$	556,429	$	148,772	$	6,447,313	S. Trauschke,	2020	$	1,112,206	$	—	$	3,017,543	$	—	$	599,907	$	542,985	$	148,042	$	5,420,683
Chairman, President and Chief	Chairman, President and Chief	2018	$	959,504	$	—	$	3,336,615	$	—	$	1,249,850	$	48,362	$	100,606	$	5,694,937	Chairman, President and Chief	2019	$	1,050,005	$	—	$	3,550,684	$	—	$	1,141,423	$	556,429	$	148,772	$	6,447,313
Executive Officer of the Company	Executive Officer of the Company	2017	$	949,998	$	—	$	3,185,347	$	—	$	524,589	$	100,787	$	124,161	$	4,884,882	Executive Officer of the Company	2018	$	959,504	$	—	$	3,336,615	$	—	$	1,249,850	$	48,362	$	100,606	$	5,694,937
S.E. Merrill,	S.E. Merrill,	2019	$	485,014	$	—	$	846,501	$	—	$	351,495	$	92,157	$	56,675	$	1,831,842	S.E. Merrill,	2020	$	518,789	$	—	$	703,737	$	—	$	199,876	$	57,420	$	54,522	$	1,534,344
Chief Financial Officer	Chief Financial Officer	2018	$	466,627	$	—	$	811,321	$	—	$	425,480	$	21,313	$	40,998	$	1,765,739	Chief Financial Officer	2019	$	485,014	$	—	$	846,501	$	—	$	351,495	$	92,157	$	56,675	$	1,831,842
of the Company(5)	of the Company(5)	2017	$	462,010	$	—	$	827,929	$	—	$	178,585	$	44,205	$	53,368	$	1,566,097	of the Company(5)	2018	$	466,627	$	—	$	811,321	$	—	$	425,480	$	21,313	$	40,998	$	1,765,739
E.K. Mitchell,	E.K. Mitchell,	2019	$	519,002	$	—	$	849,196	$	—	$	328,025	$	387,728	$	44,842	$	2,128,793	E.K. Mitchell,	2020	$	293,257	$	—	$	719,754	$	—	$	96,061	$	—	$	26,760	$	1,135,832
Chief Operating Officer		2018	$	503,610	$	—	$	847,395	$	—	$	431,070	$	528,780	$	34,288	$	2,345,143
former Chief Operating Officer																			former Chief Operating Officer	2019	$	519,002	$	—	$	849,196	$	—	$	328,025	$	387,728	$	44,842	$	2,128,793
of OG&E(6)	of OG&E(6)	2017	$	498,618	$	—	$	864,754	$	—	$	210,571	$	663,934	$	44,342	$	2,282,219	of OG&E(6)	2018	$	503,610	$	—	$	847,395	$	—	$	431,070	$	528,780	$	34,288	$	2,345,143
J.C. Leger, Jr.	J.C. Leger, Jr.	2019	$	375,003	$	—	$	470,429	$	—	$	220,084	$	275,106	$	15,419	$	1,356,041	J.C. Leger, Jr.	2020	$	401,112	$	—	$	391,099	$	—	$	142,250	$	242,942	$	15,801	$	1,193,204
Senior Vice President, Utility Operations	Senior Vice President, Utility Operations	2018	$	364,499	$	—	$	470,182	$	—	$	289,711	$	67,154	$	15,257	$	1,206,803	Senior Vice President, Utility Operations	2019	$	375,003	$	—	$	470,429	$	—	$	220,084	$	275,106	$	15,419	$	1,356,041
of OG&E(5)	of OG&E(5)	2017	$	360,880	$	—	$	479,850	$	—	$	141,517	$	280,210	$	20,076	$	1,282,533	of OG&E(5)	2018	$	364,499	$	—	$	470,182	$	—	$	289,711	$	67,154	$	15,257	$	1,206,803

W. Sultemeier	W. Sultemeier	2019	$	438,006	$	—	$	621,133	$	—	$	237,286	$	—	$	75,152	$	1,371,577	W. Sultemeier	2020	$	473,040	$	—	$	521,425	$	—	$	167,759	$	—	$	73,350	$	1,235,574
General Counsel of the Company and	General Counsel of the Company and	2018	$	425,610	$	—	$	596,781	$	—	$	312,262	$	—	$	57,007	$	1,391,660	General Counsel of the Company and	2019	$	438,006	$	—	$	621,133	$	—	$	237,286	$	—	$	75,152	$	1,371,577
of OG&E	of OG&E	2017	$	365,380	$	50,000	$	881,644	$	—	$	121,239	$	—	$	174,104	$	1,592,367	of OG&E	2018	$	425,610	$	—	$	596,781	$	—	$	312,262	$	—	$	57,007	$	1,391,660
D.O. Jones																			D.O. Jones	2020	$	332,014	$	—	$	253,357	$	—	$	99,631	$	20,075	$	30,287	$	735,364
Vice President, Utility Operations																			Vice President, Utility Operations	2019	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
of OG&E																			of OG&E	2018	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


Name	Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards							Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(1)		Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards				All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(1)
			Threshold ($)	Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)									Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
(a)	(a)	(b)	(c)	(d)		(e)		(f)	(g)	(h)	(i)	(j)	(k)	(l)		(a)	(b)		(c)		(d)		(e)		(f)	(g)	(h)	(i)	(j)	(k)	(l)
S. Trauschke	S. Trauschke		—	$	1,102,505	$	1,653,758					N/A				S. Trauschke			—		$	1,167,816	$	1,751,724					N/A
		2/19/19						—	58,278	116,556	19,426			$	3,550,684		2/25/20								—	57,375	114,750	19,125			$	3,017,543
S.E. Merrill	S.E. Merrill		—	$	339,510	$	509,265					N/A				S.E. Merrill			—		$	389,092	$	583,638					N/A
		2/19/19						—	13,894	27,788	4,631			$	846,501		2/25/20								—	13,381	26,762	4,460			$	703,737
E.K. Mitchell	E.K. Mitchell		—	$	363,301	$	544,952					N/A				E.K. Mitchell			—		$	176,064	$	264,096					N/A
		2/19/19						—	13,938	27,876	4,646			$	849,196		2/25/20								—	13,685	27,370	4,562			$	719,754
J.C. Leger, Jr.	J.C. Leger, Jr.		—	$	243,752	$	365,628					N/A				J.C. Leger, Jr.			—		$	260,723	$	391,085					N/A
		2/19/19						—	7,721	15,442	2,574			$	470,429		2/25/20								—	7,436	14,872	2,479			$	391,099

W. Sultemeier	W. Sultemeier		—	$	262,804	$	394,206					N/A				W. Sultemeier			—		$	307,476	$	461,214					N/A
		2/19/19						—	10,195	20,390	3,398			$	621,133		2/25/20								—	9,914	19,828	3,305			$	521,425
D.O. Jones																D.O. Jones			—		$	182,608	$	273,912					N/A
																	2/25/20								—	4,817	9,634	1,606			$	253,357


Outstanding Equity Awards at ~~2019~~2020 Fiscal Year-End Table


		Option Awards (1)										Stock Awards																Option Awards (1)				Stock Awards
Name	Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)					Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)		Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
(a)	(a)	(b)	(c)	(d)	(e)	(f)	(g)				(h)	(i)					(j)		(a)	(b)	(c)	(d)	(e)	(f)	(g)			(h)	(i)		(j)
S. Trauschke	S. Trauschke	—	—	—	N/A		19,426	(4)	$	863,874	116,556	(5)	$	5,183,245	S. Trauschke	—		—		—	N/A		19,125	(4)	$	609,323	114,750	(6)	$	3,655,935
											188,496	(6)	$	8,382,417									19,426	(5)	$	618,912	116,556	(7)	$	3,713,474
S.E. Merrill	S.E. Merrill	—	—	—	N/A		4,631	(4)	$	205,941	27,788	(5)	$	1,235,732	S.E. Merrill	—		—		—	N/A		4,460	(4)	$	142,096	26,762	(6)	$	852,637
											45,834	(6)	$	2,038,238									4,631	(5)	$	147,544	27,788	(7)	$	885,326
E.K. Mitchell(8)	E.K. Mitchell(8)	—	—	—	N/A		4,646	(4)	$	206,608	27,876	(5)	$	1,239,646	E.K. Mitchell(8)	—		—		—	N/A		—		$	—	3,801	(6)	$	121,100
											47,872	(6)	$	2,128,868									—		$	—	13,164	(7)	$	419,405
J.C. Leger, Jr.	J.C. Leger, Jr.	—	—	—	N/A		2,574	(4)	$	114,466	15,442	(5)	$	686,706	J.C. Leger, Jr.	—		—		—	N/A		2,479	(4)	$	78,981	14,872	(6)	$	473,822
											26,562	(6)	$	1,181,212									2,574	(5)	$	82,008	15,442	(7)	$	491,982

W. Sultemeier	W. Sultemeier	—	—	—	N/A		3,398	(4)	$	151,109	20,390	(5)	$	906,743	W. Sultemeier	—		—		—	N/A		3,305	(4)	$	105,297	19,828	(6)	$	631,720
											33,714	(6)	$	1,499,262									3,398	(5)	$	108,260	20,390	(7)	$	649,625
D.O. Jones															D.O. Jones	—		—		—	N/A		1,606	(4)	$	51,167	9,634	(6)	$	306,939
																							1,327	(5)	$	42,278	7,964	(7)	$	253,733


Name	Name	Plan Name	Number of Years Credited Service (#)(1)	Present Value of Accumulated Benefit ($)(2)		Payments During Last Fiscal Year ($)		Name	Plan Name	Number of Years Credited Service (#)(1)	Present Value of Accumulated Benefit ($)(2)		Payments During Last Fiscal Year ($)
(a)	(a)	(b)	(c)	(d)		(e)		(a)	(b)	(c)	(d)		(e)
S. Trauschke	S. Trauschke	Qualified Plan	10.67	$	183,492	$	—	S. Trauschke	Qualified Plan	11.67	$	205,889	$	—
		Restoration Plan	10.67	$	552,351	$	—		Restoration Plan	11.67	$	681,880	$	—
		SERP	1.00	$	340,292	$	—		SERP	2.00	$	731,351	$	—
S.E. Merrill	S.E. Merrill	Qualified Plan	12.33	$	203,327	$	—	S.E. Merrill	Qualified Plan	13.33	$	224,003	$	—
		Restoration Plan	12.33	$	195,178	$	—		Restoration Plan	13.33	$	231,922	$	—
E.K. Mitchell(3)	E.K. Mitchell(3)	Qualified Plan	25.08	$	1,380,391	$	—	E.K. Mitchell(3)	Qualified Plan	25.50	$	—	$	1,380,391
		Restoration Plan	25.08	$	2,921,270	$	—		Restoration Plan	25.50	$	—	$	2,921,270
J.C. Leger, Jr.	J.C. Leger, Jr.	Qualified Plan	27.00	$	1,393,336	$	—	J.C. Leger, Jr.	Qualified Plan	28.00	$	1,435,446	$	—
		Restoration Plan	27.00	$	1,486,154	$	—		Restoration Plan	28.00	$	1,686,986	$	—

W. Sultemeier	W. Sultemeier	Qualified Plan	—	$	—	$	—	W. Sultemeier	Qualified Plan	—	$	—	$	—
		Restoration Plan	—	$	—	$	—		Restoration Plan	—	$	—	$	—
D.O. Jones								D.O. Jones	Qualified Plan	12.50	$	20,075	$	—
									Restoration Plan	—	$	—	$	—


Name	Name	Executive Contributions in Last FY ($)(1)		Registrant Contributions in Last FY ($)(1)		Aggregate Earnings (Loss) in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)(2)		Name	Executive Contributions in Last FY ($)(1)		Registrant Contributions in Last FY ($)(1)		Aggregate Earnings (Loss) in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)(2)
(a)	(a)	(b)		(c)		(d)		(e)		(f)		(a)	(b)		(c)		(d)		(e)		(f)
S. Trauschke	S. Trauschke	$	417,972	$	130,963	$	501,760	$	—	$	3,321,026	S. Trauschke	$	408,689	$	128,042	$	461,839	$	—	$	4,319,596
S.E. Merrill	S.E. Merrill	$	62,945	$	37,868	$	113,501	$	—	$	760,896	S.E. Merrill	$	58,826	$	35,599	$	56,858	$	—	$	912,179
E.K. Mitchell	E.K. Mitchell	$	161,513	$	36,288	$	289,530	$	—	$	2,537,919	E.K. Mitchell	$	90,613	$	21,382	$	(431,748)	$	2,095,252	$	—
J.C. Leger, Jr.	J.C. Leger, Jr.	$	—	$	—	$	116,401	$	—	$	1,067,857	J.C. Leger, Jr.	$	—	$	—	$	9,848	$	—	$	1,077,705

W. Sultemeier	W. Sultemeier	$	18,513	$	37,027	$	20,122	$	—	$	124,838	W. Sultemeier	$	21,266	$	42,533	$	(4,291)	$	2,460	$	181,886
D.O. Jones												D.O. Jones	$	—	$	—	$	81,131	$	—	$	571,029


Investment Fund Option	Investment Return
Company Common Stock Fund	~~17.53~~ (24.95)	%
VIF Money Market (Goldman Sachs)	~~2.11~~0.43	%
VIT Total Return Admin (PIMCO)	~~8.36~~8.65	%
American Century VP	~~8.90~~9.55	%
VIT Value Svc (MFS)	~~29.51~~3.22	%
Stock Index Initial (BNY Mellon)	~~31.18~~18.01	%
IS Growth 2 (American Funds)	~~30.77~~52.08	%
Mid Cap Value Portfolio (American Century)	~~29.15~~1.21	%
Janus Henderson VIT	~~35.16~~19.18	%
Small Cap (Dimensional Fund Advisors)	~~22.56~~3.98	%
VIF Small Company Growth (Vanguard)	~~28.05~~23.18	%
VIT II International Value Svc (MFS)	~~25.65~~20.21	%
IS International 2 (American Funds)	~~22.88~~13.97	%
Model Portfolio – Conservative (The Newport Group)	~~10.71~~9.16	%
Model Portfolio – Moderate/Conservative (The Newport Group)	~~15.77~~12.10	%
Model Portfolio – Moderate (The Newport Group)	~~20.08~~14.12	%
Model Portfolio – Moderate/Aggressive (The Newport Group)	~~23.99~~15.40	%
Model Portfolio – Aggressive (The Newport Group)	~~28.17~~16.92	%