PPL Corp
For the period ended Apr 3, 2024. Filed Apr 3, 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.
Apr 3, 2024 · Filed Apr 3, 2024
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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 Registrant☑
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
| PPL 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): | |
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Message to Our Shareowners
Dear Shareowner,
Thank you for your continued investment in PPL. On behalf of our Board of Directors, we are pleased to invite you to our virtual 2024 Annual Meeting of Shareowners.
It’s never been a more exciting or important time for our company and industry. We’re laser-focused on creating the utilities of the future to deliver a safe, reliable, affordable clean energy transition and create long-term value for our customers and shareowners. In 2023, we made significant progress in advancing this strategy. Reflecting on our 2023 performance and priorities:
We provided electricity and natural gas safely and reliably to our more than 3.5 million customers, including top-quartile reliability across PPL and generation reliability in Kentucky that was among the nation’s best.
We continued to enhance our safety programs with a strong focus on reducing the severity of injuries and ensuring all employees and contractors return to their families safe and well at the end of each day.
We delivered on our financial commitments to shareowners: achieving our projected 6-8% earnings and dividend growth targets while maintaining a strong balance sheet and excellent credit metrics.
We invested responsibly in the future for our customers and communities, completing $2.4 billion in infrastructure improvements on time and on budget.
We secured constructive outcomes in key regulatory proceedings. These outcomes included: (1) approval of a substantial portion of our Kentucky generation investment plans, ensuring we can continue to meet customers’ future energy needs safely, reliably and affordably while advancing a cleaner energy mix and (2) approval to deploy advanced meters across Rhode Island.
To help keep energy affordable as we invest in the clean energy transition, we exceeded our cost savings target of $50-$60 million, ultimately achieving $75 million in annual savings and keeping us on track to deliver at least $175 million in annual savings by 2026.
In addition, we continued to provide a smooth and seamless transition to PPL management for our Rhode Island Energy customers, completing all planned integration milestones for 2023.
In other notable 2023 developments, we continued to fuel clean energy innovation, partnering on more than 150 research and development initiatives. We remained focused on better positioning PPL to attract, engage and retain the best and brightest from an increasingly diverse talent pool in the U.S. Finally, we remained deeply engaged within the communities we serve, contributing $13.6 million to support programs and organizations that improve lives.
All of these accomplishments reflect an engaged, experienced and diverse company leadership team and independent Board aligned with and responsive to shareowner interests. Early in 2023, we further strengthened our Board with the addition of Linda Sullivan, whose deep utility and financial expertise have provided an excellent complement to our existing directors’ skills and backgrounds.
Moving forward, our vision is to be the best utility company in the U.S. As we pursue this vision, we’re proud to say the state of our business is strong, and it’s only getting stronger. As always, we welcome your feedback on our direction, we encourage you to vote your shares, and we appreciate your continued support.
Sincerely,
| Craig A. RogersonIndependent Chair of the Board | Vincent SorgiPresident and Chief Executive Officer |
PPL CORPORATION
Mailing Address:
Notice of 2024 Annual Meeting of Shareowners
| Date | May 15, 2024 |
|---|---|
| Time | Online check-in begins: 8:45 a.m. Eastern TimeMeeting begins: 9:00 a.m. Eastern Time |
| Place | The meeting will be conducted virtually via a live audio webcast. Please visit: www.virtualshareholdermeeting.com/PPL2024. |
| Items of Business | • To elect ten directors, as listed in this Proxy Statement, for a term of one year.• To conduct an advisory vote to approve the compensation of our named executive officers.• To ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31, 2024.• To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. |
| Record Date | You can vote if you were a shareowner of record on February 28, 2024. |
| Proxy Voting | Your vote is important. Please vote your shares by voting on the internet, by telephone or by completing and returning your proxy card. For more details, see the information beginning on page 91. |
This year’s Annual Meeting will be conducted virtually via a live audio webcast. The virtual meeting format provides efficient and effective access to our shareowners and affords shareowners the same rights as if the meeting were held in person. You will be able to attend the Annual Meeting online, vote your shares electronically during the meeting and ask questions in accordance with our rules of conduct for the meeting by visitingwww.virtualshareholdermeeting.com/PPL2024 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or the voting instructions that accompanied your proxy materials.
On Behalf of the Board of Directors,
Wendy E. StarkCorporate Secretary
April 3, 2024
Important Notice Regarding the Availability of ProxyMaterials for the Shareowner Meeting to Be Held on May 15, 2024:This Proxy Statement and the Annual Report to Shareowners are available atwww.pplweb.com/PPLCorpProxy
QUICK INFORMATION
The following charts provide quick information about PPL Corporation’s 2024 Annual Meeting of Shareowners and our corporate governance and executive compensation practices. These charts do not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting.
We first released this proxy statement and the accompanying materials to shareowners on or about April 3, 2024.
ANNUAL MEETING INFORMATION
| DATE & TIMEWednesday, May 15, 20249:00 a.m. Eastern Time | LOCATIONThe Annual Meeting will be held virtually atwww.virtualshareholdermeeting.com/PPL2024 | RECORD DATEFebruary 28, 2024 |
|---|
Proposals That Require Your Vote
| Proposal | Voting Options | BoardRecommendation | MoreInformation |
|---|---|---|---|
| Proposal 1Election of Directors | FOR, AGAINST or ABSTAINfor each Director Nominee | FOR eachNominee | Page 6 |
| Proposal 2Advisory Vote to Approve Compensation of Named Executive Officers | FOR, AGAINST or ABSTAIN | FOR | Page 36 |
| Proposal 3Ratification of the Appointment of Independent Registered Public Accounting Firm | FOR, AGAINST or ABSTAIN | FOR | Page 88 |
See information beginning on page 91 on how you can vote.
| Corporate Governance and Compensation Facts | |
|---|---|
| Corporate Governance or Compensation Matter | PPL’s Practice |
| Board Composition, Leadership and Operations | |
| Current Number of Directors | 10 |
| Independence of Current Directors | 90% |
| Board Committee Membership Independence (except Executive Committee) | Yes |
| Independent Chair of the Board | Yes |
| Voting Standards in Director Elections: Majority with Plurality Carve-out for Contested Elections | Yes |
| Frequency of Director Elections | Annual |
| Resignation Policy in Uncontested Elections | Yes |
| Limits on Director Service on Other Boards | Yes |
| Corporate Governance or Compensation Matter | PPL’s Practice |
|---|---|
| Board Composition, Leadership and Operations | |
| Mandatory Retirement Age | Yes (75) |
| Mandatory Tenure | No |
| Average Nominee Age | 65 |
| Average Nominee Tenure | 8.6 years |
| Diversity of Nominees Based on Gender, Race, Ethnicity and Nationality | 70% |
| Qualified Diverse Candidates Required to Be Considered in Director Search | Yes |
| Directors Attending Fewer than 75% of Meetings | None |
| Annual Board and Committee Self-Evaluation Process | Yes |
| Independent Directors Meet without Management Present | Yes |
| Number of Board Meetings Held in 2023 | 6 |
| Total Number of Board and Committee Meetings Held in 2023 | 24 |
| Proxy Access Bylaw | Yes |
| Sustainability and Other Governance Practices | |
| Sustainability Strategy and Priorities | Yes |
| Voluntary Framework Disclosures (GRI, CDP Climate, TCFD, SASB & EEI-AGA) | Yes |
| Board and Committee Oversight of Sustainability Disclosure | Yes |
| ESG Considered in Enterprise Risk Management | Yes |
| Long-Term Incentives aligned with ESG Goals | Yes |
| Board Oversight of Corporate Culture | Yes |
| Board Oversight of Cybersecurity | Yes |
| Environmental Policy Statement | Yes |
| Carbon Reduction Goal Includes Net Zero by 2050 | Yes |
| Health and Safety Policy Statement | Yes |
| Climate Policy Principles | Yes |
| Human Rights Policy Statement | Yes |
| DEI Goals and Metrics Disclosure (including EEO-1) | Yes |
| Code of Conduct for Directors, Officers and Employees | Yes |
| Supplier Code of Conduct | Yes |
| Shareowner Engagement Practice | Yes |
| Corporate Political Contribution Policy and Related Disclosure | Yes |
| Anti-hedging and Anti-pledging Policy | Yes |
| Robust Stock Ownership Policies | Yes |
| Material Related-Party Transactions with Directors | None |
| Independent Auditor | Deloitte & Touche LLP |
| Compensation Practices | |
| CEO Pay Ratio | 69:1 |
| Compensation Recoupment (Clawback) Policy | Yes |
| Employment Agreements for Executive Officers | No |
| Pay-for-Performance | Yes |
| Double-Trigger Change-in-Control Provisions | Yes |
| Percentage of 2023 CEO Incentive Compensation at Risk | 86% |
| Performance-based Percentage of 2023 CEO Long-term Incentive Compensation | 72% |
| Tax “Gross-ups” for Change-in-Control Severance Agreements | None |
| Annual Risk Assessment of Compensation Policies and Practices | Yes |
| Independent Compensation Consultant | Frederic W. Cook & Co., Inc. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.