UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
DIRECTOR APPOINTMENTS
On February 8, 2025, Sempra’s Board of Directors (the “Board”) appointed Anya Weaving, age 48, and Kevin C. Sagara, age 63, to serve on the Board.
In connection with the appointment of Ms. Weaving, the Board (i) named Ms. Weaving to serve on the Board’s Audit Committee and Compensation and Talent Development Committee, (ii) reviewed and affirmatively determined that Ms. Weaving is an independent director under the independence standards for directors and for audit committees and compensation committees established by the New York Stock Exchange and the U.S. Securities and Exchange Commission (“SEC”), and (iii) determined that Ms. Weaving is an audit committee financial expert as defined by applicable SEC rules.
In connection with the appointment of Mr. Sagara, the Board (i) named Mr. Sagara to serve on the Board’s Safety, Sustainability and Technology Committee, and (ii) reviewed and affirmatively determined that Mr. Sagara cannot be considered an independent director under the independence standards established by the New York Stock Exchange because of his former service as Executive Vice President and Group President of Sempra until his retirement in December 2023. As a named executive officer of Sempra at the time of his retirement, his compensation and benefits while he served in that position are described in Sempra’s proxy statement filed with the SEC on March 25, 2024 (“2024 Proxy Statement”), with the information set forth under “Executive Compensation,” except for the disclosure under the subheading “Pay-Versus-Performance,” incorporated herein by reference.
The appointments and committee assignments described herein will be effective on March 1, 2025. Upon appointment, Ms. Weaving and Mr. Sagara will participate in Sempra’s standard compensation program for non-employee directors, as described in Sempra's 2024 Proxy Statement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEMPRA, | |||||
| (Registrant) | |||||
| Date: February 10, 2025 | By: /s/ Peter R. Wall | ||||
| Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer | |||||