PPL Corp
For the period ended May 16, 2025. Filed Apr 2, 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.
May 16, 2025 · Filed Apr 2, 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 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 2025 Annual Meeting of Shareowners.
Last year, PPL again achieved significant progress toward creating the utilities of the future – utilities that are innovative, agile, efficient and powered by the latest advances in technology. Our 2024 performance and priorities enabled us to deliver on our commitments to customers and shareowners alike, with highlights as follows:
Most importantly, we continued to provide electricity and natural gas safely, reliably and affordably to our 3.6 million customers. We maintained top-quartile transmission and distribution reliability in Kentucky, Pennsylvania and Rhode Island, and our generation reliability in Kentucky was among the nation’s best.
We also delivered on our commitments to shareowners last year, achieving ongoing earnings at the midpoint of our original 2024 ongoing earnings forecast, and dividend growth of more than 7%. PPL’s stock price increased by nearly 20 percent in 2024, placing us among the best-performing regulated utilities in the U.S. in terms of share price performance.
Throughout 2024, we completed more than $3 billion in planned infrastructure investments to strengthen the grid against more frequent and severe storms; to speed restoration and recovery when they occur; and to advance a safe, reliable and cleaner energy mix. These remain priorities for us over the foreseeable future.
Across PPL, we restructured our business and realigned teams to better execute our utility of the future strategy, apply best practices company-wide, increase operational efficiencies and drive continuous improvement. We also developed common design and operations standards across our utilities to continue to bring advanced technologies, best practices and more robust engineering and construction specifications to bear in future grid designs.
We engaged with some of the world’s leading technology companies and launched our IT transformation to advance cutting-edge technology in key areas, deliver a better customer and employee experience, and drive greater efficiency.
We delivered greater efficiencies to keep energy affordable, achieving cumulative, annual O&M savings at the top end of our targeted $120-$130 million range (based off a 2021 baseline).
Teams across PPL successfully completed the integration of Rhode Island Energy into PPL, exiting our final transition services with former owner National Grid while minimizing impacts on our customers and employees.
We also began to execute planned generation investments in Kentucky to advance a reliable, affordable and cleaner energy mix. We continued to support economic development in the regions we serve and positioned our utilities to attract and support strong data center interest that offers us growth opportunities and enhances our nation’s security and competitiveness.
We’re excited about what the future holds for PPL, and we’re absolutely determined to achieve our vision to be the best utility in the U.S. 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 2025 Annual Meeting of Shareowners
| Date | May 16, 2025 |
|---|---|
| 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/PPL2025. |
| 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, 2025.•To consider one shareowner proposal, if properly presented.• 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 March 4, 2025. |
| 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 90. |
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/PPL2025 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,
Jeffrey R. JankowskiCorporate Secretary
April 2, 2025
Important Notice Regarding the Availability of ProxyMaterials for the Shareowner Meeting to Be Held on May 16, 2025: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 2025 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 2, 2025.
ANNUAL MEETING INFORMATION
| DATE & TIMEWednesday, May 16, 20259:00 a.m. Eastern Time | LOCATIONThe Annual Meeting will be held virtually atwww.virtualshareholdermeeting.com/PPL2025 | RECORD DATEMarch 4, 2025 |
|---|
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 35 |
| Proposal 3Ratification of the Appointment of Independent Registered Public Accounting Firm | FOR, AGAINST or ABSTAIN | FOR | Page 83 |
| Proposal 4Shareowner Proposal regarding Independent Evaluation of Greenhouse Gas Reduction Targets | FOR, AGAINST or ABSTAIN | AGAINST | Page 86 |
See information beginning on page 90 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 |
| Annual Director Elections for All Directors | Yes |
| 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 | 66 |
| Average Nominee Tenure | 9.6 years |
| Directors Attending Fewer than 75% of Meetings | None |
| Annual Board and Committee Self-Evaluation Process | Yes |
| Number of Board Meetings Held in 2024 | 6 |
| Total Number of Board and Committee Meetings Held in 2024 | 25 |
| Proxy Access Bylaw | Yes |
| Independent Directors Meet without Management Present | Yes |
| Governance and Sustainability Practices | |
| Board Oversight of Corporate Culture | Yes |
| Board Oversight of Cybersecurity | Yes |
| Board and Committee Oversight of Sustainability Disclosure | Yes |
| Code of Conduct for Directors, Officers and Employees | Yes |
| Robust Stock Ownership Policies | Yes |
| Insider Trading Policy Includes Anti-hedging and Anti-pledging Policy | Yes |
| Shareowner Engagement Practice | Yes |
| Long-Term Incentives Aligned with Sustainability Goals | Yes |
| Carbon Reduction Goal Includes Net-Zero by 2050 | Yes |
| Voluntary Framework Disclosures (GRI, CDP Climate, TCFD, SASB & EEI-AGA) | Yes |
| Corporate Political Contribution Policy and Related Disclosure | Yes |
| Equal Employment Demographic Metrics Disclosure (EEO-1 Report) | Yes |
| Climate Policy Principles | Yes |
| Environmental Policy Statement | Yes |
| Health and Safety Policy Statement | Yes |
| Human Rights Policy Statement | Yes |
| Supplier Code of Conduct | Yes |
| Material Related-Party Transactions with Directors | None |
| Independent Auditor | Deloitte & Touche LLP |
| Compensation Practices | |
| CEO Pay Ratio | 68:1 |
| Compensation Recoupment (Clawback) Policy | Yes |
| Employment Agreements for Executive Officers | No |
| Pay-for-Performance | Yes |
| Double-Trigger Change-in-Control Provisions | Yes |
| Percentage of 2024 CEO Incentive Compensation at Risk | 79% |
| Performance-based Percentage of 2024 CEO Long-term Incentive Compensation | 68% |
| 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.