SAN DIEGO, Dec. 5, 2007 – The board of directors of Sempra Energy (NYSE: SRE) today announced that it has amended the company’s bylaws to require that directors be elected by a majority vote in uncontested elections. The board also adopted amendments to the company’s articles of incorporation to eliminate supermajority requirements for shareholder approvals.
The measure establishing majority election of directors is effective immediately and will be applicable to director elections at Sempra Energy’s 2008 annual meeting of shareholders. The proposal to eliminate supermajority voting is subject to approval by shareholders at the annual meeting and requires the favorable vote of two-thirds of the outstanding shares.
“Our shareholders have recommended changes in our voting requirements,” said Donald E. Felsinger, chairman and chief executive officer of Sempra Energy. “After careful review of the proposals, our board of directors is pleased to endorse these new governance measures.”
Previously, Sempra Energy’s method for electing directors was through a plurality vote: The director nominees who received the highest number of votes cast were elected, even if those votes did not represent a majority of all votes. Under the new majority-voting method, to be elected in an uncontested election, a director nominee must receive a majority of all votes cast.
For other issues requiring fundamental changes in Sempra Energy’s governance, the company’s articles of incorporation have required a supermajority vote of two-thirds of all outstanding shares.
Subject to receiving required shareholder approval, these changes would only require the minimum shareholder approvals mandated by California law.
Sempra Energy, based in San Diego, is a Fortune 500 energy services holding company with 2006 revenues of nearly $12 billion. The Sempra Energy companies’ 14,000 employees serve more than 29 million consumers worldwide.
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