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PPL Corp

For the period ended Apr 3, 2024. Filed Apr 3, 2024.

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About this filing

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

PPLC$46.16-1.2%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Table of Contents

PROXY SUMMARYPage 1STOCK OWNERSHIPPage 33
DIRECTORS, EXECUTIVE OFFICERS AND
PROPOSAL 1: ELECTION OF DIRECTORSPage 6CERTAIN BENEFICIAL OWNERS33
OUR NOMINEES STANDING FOR ELECTION10
TRANSACTIONS WITH RELATED PERSONS · Page 35
GOVERNANCE OF THE COMPANYPage 20
BOARD OF DIRECTORS20EXECUTIVE COMPENSATIONPage 36
Attendance20PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS36
Independence of Directors20
Outside Board and Audit Committee
Memberships20PEOPLE AND COMPENSATION
Executive Sessions; Independent Chair of theCOMMITTEE REPORT37
Board20COMPENSATION DISCUSSION AND
Board Leadership Structure20ANALYSIS (CD&A)37
Board and Committee Evaluations21Table of Contents for CD&A37
Guidelines for Corporate Governance21NAMED EXECUTIVE OFFICERS38
Communications with the Board212023 PERFORMANCE ACHIEVEMENTS
Code of Ethics21AND PAY ALIGNMENT38
Shareowner Engagement21Overview of 2023 Performance38
BOARD COMMITTEES23How We Align PPL’s Compensation Program
Board Committee Membership23with Performance40
Principal Functions of Each Committee24Changes to the Compensation Program for
Audit Committee242023 and 202442
Executive Committee242023 Pay and Performance42
Finance Committee242023 Say-on-Pay Advisory Vote
Governance, Nominating and Sustainabilityand Shareowner Engagement42
Committee25OVERVIEW OF PPL’S EXECUTIVE
People and Compensation Committee25COMPENSATION PROGRAM FRAMEWORK43
Compensation Processes and Procedures26Aligning Employees and Compensation
CEO and Other Management Succession26Strategies with Our Corporate Strategic
Chair of the Board Succession27Framework43
Board Refreshment and Director NominationElements of NEO Compensation43
Process27Process for Setting Executive Compensation45
Proxy Access - Nominations for Director forUse of Market Data45
Inclusion in PPL’s 2025 Proxy Statement28Establishing Performance Targets46
Shareowner Nominations for the 2025 Annual2023 NAMED EXECUTIVE OFFICER
Meeting28COMPENSATION46
THE BOARD’S ROLE IN RISK OVERSIGHT29Base Salary46
Overview292023 Annual Cash Incentive Awards47
Board Oversight of Key Topics292023 Long-term Equity Incentive Award
Oversight of Cybersecurity Risks29Grants53
Oversight of Sustainability30Other Elements of Compensation56
COMPENSATION OF DIRECTORS31GOVERNANCE POLICIES UNDERPINNING
2023 Director Pay Components31OUR COMPENSATION FRAMEWORK60
Directors Deferred Compensation Plan31Executive Equity Ownership Guidelines60
Director Equity Ownership Guidelines31Hedging and Pledging Prohibitions60
Continuing Education, Events and ExpenseClawback Policy61
Reimbursement31Compensation Risk Assessment61
2023 Director Compensation32ADDITIONAL INFORMATION61

PPL CORPORATION 2024 Proxy Statement i

TABLE OF CONTENTS

Other Compensation61Additional Benefits74
Tax Implications of Our ExecutiveTermination Benefits74
Compensation Program62Severance74
EXECUTIVE COMPENSATION TABLES63Annual Cash Incentive Awards75
Summary Compensation Table (SCT)63Long-term Incentive Awards75
Grants of Plan-Based Awards During 202365CEO PAY RATIO82
Outstanding Equity Awards at Fiscal Year-EndPAY VERSUS PERFORMANCE83
202366
Option Exercises and Stock Vested in 202368PROPOSAL 3: RATIFICATION OF THE
Pension Benefits in 202368APPOINTMENT OF INDEPENDENT
Nonqualified Deferred Compensation in 202371REGISTERED PUBLIC ACCOUNTING FIRMPage 88
POTENTIAL PAYMENTS UPONFees to Independent Auditor for 2023 and
TERMINATION OR CHANGE IN CONTROL202288
OF PPL CORPORATION73Report of the Audit Committee89
Change-in-Control Benefits73
Payment Triggers and Benefits73GENERAL INFORMATIONPage 91
Defined Terms under Change-in-Control
Agreements74ANNEX APage A-1

Website References

Throughout this proxy statement, we identify certain materials that are available in full on our website. The information contained on, or available through PPL’s internet website is not and shall not be deemed to be, incorporated by reference in this proxy statement.

Forward-looking Statements and Non-GAAP Financial Measures

This proxy statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as "will," "likely," “believe,” “expect,” “plans,” “intends,” “may,” “strategy,” “target,” “goals,” “anticipate,” and other similar words, and include, without limitation, statements about our future goals, strategy, plans, earnings or dividend growth. These statements are subject to certain risks, uncertainties, and other factors, which could cause actual results to differ materially from those anticipated. Such risks include those contained in PPL’s Annual Report on Form 10-K for the year ended December 31, 2023 and other documents PPL files with the Securities and Exchange Commission. These risks are not comprehensive and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Any forward-looking statements made by PPL speak only as of the date on which they are made. PPL is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise.

This proxy statement, including the “Compensation Discussion and Analysis” section, contains references to “earnings from ongoing operations” of PPL. This is a measure of financial performance used by PPL, among other things, in making incentive compensation grants and awards to executive officers. It is not, however, a financial measure prescribed by generally accepted accounting principles, or GAAP. This non-GAAP financial measure adjusts “net income” also known as “reported earnings” (which is a GAAP financial measure) for certain special items, with further adjustments for compensation purposes. For a reconciliation of earnings from ongoing operations to reported earnings, as well as a description and itemization of the special items and other adjustments used to derive earnings from ongoing operations for PPL and each of its business segments for compensation purposes, please see Annex A to this proxy statement.

ii PPL CORPORATION 2024 Proxy Statement

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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.