EXPAND ENERGY Corp
For the period ended Jun 5, 2025. Filed Apr 25, 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.
Jun 5, 2025 · Filed Apr 25, 2025
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Cover page
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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 under §.240.14a-12 |
EXPAND ENERGY 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 |
Notice of Annual Meeting of Shareholders JUNE 5, 2025
Table of Contents
| SHAREHOLDER LETTER | Letter to Shareholders | 1 |
|---|---|---|
| NOTICE AND ROADMAP | Notice of 2025 Annual Meeting of Shareholders | 2 |
| Voting Matters | 2 | |
| HIGHLIGHTS | 2024 – 2025 Operational and Financial Highlights | 4 |
| 2024 Sustainability Progress | 5 | |
| 2024 Corporate Governance Highlights | 7 | |
| VOTING AND MEETING INFORMATION | Voting and Meeting Information | 8 |
| GOVERNANCE | PROPOSAL 1: Election of Directors | 12 |
| 2025 Director Nominees | 12 | |
| Board Composition | 18 | |
| Director Balance and Background | 19 | |
| How We Oversee and Manage Enterprise Risk | 20 | |
| Investor Engagement | 22 | |
| Board Leadership Structure | 24 | |
| Service on Other Boards | 26 | |
| Director Retirement Policy | 26 | |
| Committees of the Board of Directors | 28 | |
| 2024 Director Compensation | 32 | |
| EXECUTIVE COMPENSATION | PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation (Say on Pay) for 2024 | 34 |
| Compensation Discussion and Analysis | 35 | |
| Q&A with Brian Steck, Compensation Committee Chair | 37 | |
| Compensation Actions for 2024 | 41 | |
| AUDIT MATTERS | PROPOSAL 3: Ratification of PwC as Independent Auditor for 2025 | 66 |
| PwC’s Fees and Services | 67 | |
| SHARE OWNERSHIP | Securities Ownership of Officers and Directors | 68 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 68 | |
| Holdings of Major Shareholders | 69 | |
| Equity Compensation Plans | 69 | |
| SHAREHOLDER MATTERS | Submitting Proposals for the 2026 Annual Meeting | 70 |
| Shareholder Engagement and Corporate Responsibility | 70 | |
| Forward-Looking Statements | 71 | |
| Appendix — Reconciliation of Non-GAAP Financial Measures | 71 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.