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ENTERGY CORP DE

For the period ended Dec 31, 2023. Filed Mar 22, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Mar 22, 2024

ETR$110.55+0.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantx

Filed by a party other than the Registranto

Check the appropriate box:

☐Preliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
☐Definitive Additional Materials
oSoliciting Material under §240.14a-12

Entergy Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

A Message from Our Chair and CEOMarch 22, 2024Dear Fellow Shareholders:I hope you will join Entergy’s Board of Directors, executive management team and employees at our 2024 Annual Meeting of Shareholders (Annual Meeting) to be held in virtual format on Friday, May 3, 2024, beginning at 10:00 a.m. Central Time. We are excited to use this approach again this year as it allows for greater participation by our stakeholders, regardless of their geographic location, provides cost savings for our shareholders and helps to reduce our carbon footprint.

The attached Notice of the Annual Meeting and the accompanying Proxy Statement will serve as your guide to the business to be conducted at the meeting. A webcast of the Annual Meeting will be provided at www.virtualshareholdermeeting.com/ETR2024, and a replay of the entire Annual Meeting will be available on the Entergy Investor Relations website after the meeting.Our annual letter to stakeholders is included in both our 2023 Annual Report and our 2023 Performance Report (formerly Integrated Report) and discusses Entergy’s 2023 performance, strategy and outlook for the future. At the Annual Meeting, I plan to share some of our 2023 highlights in addition to conducting the official business of the meeting. I look forward to discussing our results and the opportunities we see in front of us today, as we continue to execute on our business strategy with decisions and investments that will serve all of our stakeholders well into the future.The Compensation Discussion and Analysis that begins on page 46 describes our compensation programs and discusses how our executives’ compensation remains linked to performance and supports our long-term strategy. Starting on page 10, you will also find discussions of the qualifications of our director nominees and why we believe they are the right people to represent you. Whether or not you participate in the Annual Meeting, it is important that your shares be represented and voted. We urge you to promptly vote and submit your proxy (1) via the Internet, (2) by phone or (3) if you received your proxy materials by mail, by signing, dating and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience. Instructions on how to vote can be found beginning on page 100. This year’s Q&A session will include questions submitted both during the meeting and in advance. You may submit questions prior to the meeting at www.proxyvote.com after logging in with the control number found next to the label for postal mail recipients or within the body of the email sending your proxy materials. Questions during the meeting may be submitted online beginning shortly before the start of the Annual Meeting through the webcast link. We will post questions and answers, as long as such questions are applicable to our business and otherwise in compliance with the rules of conduct for the meeting, on our Investor Relations website shortly after the meeting.I look forward to welcoming you to the Annual Meeting and thank you for your support of Entergy.

Sincerely,

Andrew S. Marsh

Chair of the Board and Chief Executive Officer

Entergy 2024 Proxy Statement |A

A Message from Our Lead DirectorMarch 22, 2024Dear Fellow Shareholders:On behalf of the Entergy Board of Directors, I am privileged to share some of the ways the Board worked to provide strong governance and independent oversight of Entergy during this past year. Throughout 2023, the Board remained actively engaged with management to facilitate the execution of our strategy for long-term, sustainable growth and value creation.

Our Board's strategic oversight role includes engaging in robust discussions with the management team about overall strategy, priorities, mitigating risk, and capturing growth opportunities while balancing sustainability, reliability, and affordability for our customers. In 2023, we maintained our focus on the clean energy transition, including our net zero by 2050 climate commitment and two interim climate goals, as well as the opportunity to help our customers meet their sustainability goals through increased renewable energy resources and emerging technologies, such as carbon capture and sequestration and hydrogen co-firing. We also focused on other efforts at long-term value creation for our stakeholders, including continued development of the Company’s resilience, stakeholder engagement and talent and culture strategies. We are proud of the progress the management team made toward our short-term and long-term strategic objectives during 2023, which is described further in this Proxy Statement and in our 2023 Performance Report available on our website.Our Board values the feedback and insights gained through the Company's shareholder engagement program, which we believe is an essential component of sound corporate governance. The perspectives provided by the Company's stakeholders, including its owners, have informed the Company's strategy and helped guide our actions. Additionally, in continuing our commitment to best practices in corporate governance, our Board engaged an independent third-party firm to facilitate the 2024 annual Board, committee and individual director evaluations. We gained valuable insights from this process that will help make us a better board.On a final note, on behalf of the Board, I would like to thank our colleague, Pat Condon, who will be retiring from our Board at the Annual Meeting after reaching our mandatory retirement age. During his tenure with the Board, he has provided invaluable insights, dedicated financial and accounting expertise and wise counsel, and we are extraordinarily grateful to him for his service to Entergy.I am pleased to provide this window into some of the Board’s activities in 2023 and express our commitment to the continued creation of sustainable long-term value for all of the Company’s stakeholders. Thank you for your support and for your investment in Entergy.

Sincerely,

Stuart L. Levenick

Lead Director

B| Entergy 2024 Proxy Statement

Entergy Corporation639 Loyola AvenueNew Orleans, LA 70113www.entergy.com

Notice of Annual Meeting of Shareholders

Date and Time:Friday, May 3, 202410:00 a.m. Central TimeLog-in will begin at 9:45 a.m.
Location:This year’s meeting will be conducted virtually via a live audio webcast at www.virtualshareholdermeeting.com/ETR2024
Record Date:You can vote if you were a shareholder of record on March 7, 2024.
Items of Business:To vote on the following proposals:
1.Election of 11 Directors named in the attached Proxy Statement, each for a one-year term expiring in 2025. 2.Ratification of the appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2024. 3.An advisory vote to approve the compensation paid to our Named Executive Officers.4.Such other business as may properly come before the meeting.
Asking Questions:Questions for the meeting may be submitted in advance at www.proxyvote.comQuestions may be submitted live during the meeting atwww.virtualshareholdermeeting.com/ETR2024

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 3, 2024: Our 2024 Proxy Statement and 2023 Annual Report to shareholders are available online atwww.entergy.com/investors/annual-publications.

We will mail to certain shareholders a notice of internet availability of proxy materials, which will contain instructions on how to access these materials and vote online. We expect to mail this notice and to begin mailing our proxy materials on or about March 22, 2024.

By Order of the Board of Directors

Marcus V. Brown

Executive Vice President and General Counsel

March 22, 2024

Entergy 2024 Proxy Statement |C
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.