ENTERGY CORP /DE/
For the period ended Dec 31, 2024. Filed Mar 21, 2025.
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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, 2024 · Filed Mar 21, 2025
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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 |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| o | Soliciting 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):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| March 21, 2025Dear Fellow Shareholders:You are cordially invited to attend Entergy Corporation’s 2025 Annual Meeting of Shareholders, which will be held in a virtual-only format on Friday, May 2, 2025 at 10:00 a.m. CDT. Details regarding how to attend the meeting and the business to be conducted are in the accompanying Notice of Annual Meeting. 2024 was a year of tremendous progress at Entergy. We want to thank our team of over 12,000 employees for their passion and commitment to driving our results each day, and we also extend our gratitude to our customers and shareholders for their support. Our annual letter to stakeholders included in our 2024 Annual Report discussed Entergy’s 2024 performance, strategy and outlook for the future. Our 2024 key performance accomplishments are discussed beginning on page 45 of the accompanying Proxy Statement, and a summary of our financial performance in 2024 can also be found on page 3. At the Annual Meeting, we plan to share some of these performance highlights in addition to conducting the official business of the meeting. Throughout 2024, 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. 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 Board’s actions. For example, shareholder feedback played a role in the changes made to our 2024 incentive compensation programs, which are summarized on page 50. Also, it was shareholder feedback as well as our Board’s commitment to best practices in corporate governance that led our Board to engage an independent third-party facilitator to conduct the 2024 annual Board, committee and individual director evaluations.Additionally, we would like to acknowledge the contributions of Blanche Lincoln who retired from our Board at the end of 2024 after 13 years of service, including 5 years as Chair of our Corporate Governance Committee. We are a stronger company thanks to her service as a director. In closing, we would like to emphasize that your vote is important to us. Whether or not you plan to participate in the Annual Meeting, 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. We look forward to welcoming you to the Annual Meeting and thank you for your support of Entergy. | |
|---|---|
| Andrew S. Marsh Chair of the Board and Chief Executive Officer | Stuart L. Levenick Lead Director |
| Entergy 2025 Proxy Statement | | A |
|---|
Entergy Corporation639 Loyola AvenueNew Orleans, LA 70113www.entergy.com
Notice of Annual Meeting of Shareholders
| Date and Time | Friday, May 2, 2025 | 10:00 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/ETR2025 | |
| Record Date | You can vote if you were a shareholder of record on March 7, 2025. | |
| Items of Business, | To vote on the following proposals:1Election of 10 Directors named in the attached Proxy Statement, each for a one-year term expiring in 2026. 2Ratification of the appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2025. 3An advisory vote to approve the compensation paid to our Named Executive Officers.4Such 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/ETR2025 |
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 2, 2025: Our 2025 Proxy Statement and 2024 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 21, 2025.
By Order of the Board of Directors
Marcus V. Brown
Executive Vice President and General Counsel
March 21, 2025
| B | | Entergy 2025 Proxy Statement |
|---|
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