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PUBLIC SERVICE ENTERPRISE GROUP INC

For the period ended Apr 16, 2024. Filed Mar 7, 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 16, 2024 · Filed Mar 7, 2024

PEG$72.61-0.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

INFORMATION

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

(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 the appropriate box):

☒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 STOCKHOLDERS

AND PROXY STATEMENT OF PSEG

The Annual Meeting of Stockholders of Public Service Enterprise Group Incorporated (PSEG or Company) will be held on Tuesday, April 16, 2024, at 1:00 p.m. Eastern Time in a virtual only format via live webcast on the Internet. You will not be able to attend the Annual Meeting in person. We designed the format of the virtual annual meeting to ensure that our stockholders who attend the virtual annual meeting will be afforded comparable rights and opportunities to participate as they would at anin-person meeting. Stockholders of record as of the close of business on February 16, 2024, will be able to attend, vote, and submit questions during the virtual meeting by registering at: www.virtualshareholdermeeting.com/PEG2024

DATE April 16, 2024 at 1:00 P.M., Eastern Time VIRTUAL MEETING To attend the meeting register at: www.virtualshareholdermeeting.com/PEG2024 Scan this QR code to access the 2024 PSEG Proxy Statement and 2023 Annual Report on your mobile device RECORD DATE Stockholders entitled to vote at the Annual Meeting are the holders of common stock of record at the close of business on February 16, 2024You are encouraged to vote your shares in advance of the Annual Meeting for the following items: 1. Elect eleven members of the Board of Directors (Board) to hold office until the Annual Meeting of Stockholders in 2025, or until each Director’s respective successor is elected and qualified; 2. Approve on an advisory basis, our executive compensation; 3. Consider and act upon three management proposals to approve amendments to our Certificate of Incorporation and By-Laws to eliminate supermajority voting requirements; 4. Ratify the appointment of Deloitte & Touche LLP (Deloitte) as independent auditor for 2024; and 5. Transact any other business that is properly presented at the meeting. By order of the Board, Justin B. Incardone Secretary March 7, 2024 YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE PROMPTLY VOTE YOUR SHARES VIA THE INTERNET, BY TELEPHONE, OR FOR THOSE WHO REQUEST PAPER COPIES OF THE PROXY MATERIALS, BY SIGNING, DATING AND RETURNING THE PROXY CARD MAILED TO YOU. IF YOU HAVE MULTIPLE ACCOUNTS, YOU MAY RECEIVE MORE THAN ONE VOTING INSTRUCTION FORM AND RELATED MATERIALS. PLEASE VOTE EACH VOTING INSTRUCTION FORM THAT YOU RECEIVE. THANK YOU FOR VOTING. Voting Methods for Stockholders
INTERNET/MOBILE www.proxypush.com/pegPHONE 1-866-883-3382 (toll-free)

PLEASE VOTE ON THESE ITEMS

PROPOSAL · PROPOSAL · PROPOSAL · PROPOSAL
1Election of Directors2Advisory Vote on the Approval of Executive Compensation3Amendments to Certificate of Incorporation and By-Laws4Ratification of the Appointment of Independent Auditor

To Submit Proposals for the 2025 Annual Meeting

FINAL DATE November 7, 2024 (last day for receipt by us)CONTACT Office of the Corporate Secretary PSEG 80 Park Plaza, T4B Newark, NJ 07102

Once again, we are pleased this year to help protect the environment and save costs by using the “Notice and Access” method of delivery of proxy materials. Instead of receiving paper copies of our proxy materials in the mail, shareholders will receive a Notice of Internet Availability of Proxy Materials (Notice), which provides an Internet website address where shareholders can access electronic copies of the proxy materials and vote. The website also has instructions for voting by phone and for requesting paper ore-mail copies of the proxy materials and proxy card.

If your shares are held by a bank, broker or other holder of record (sometimes referred to as holding shares “in street name”), including those in the various stockholder and employee plans that we offer, please follow the voting instructions from your bank, broker or plan administrator. For more information, see page 81.

The approximate date on which a Notice, this Proxy Statement, and the accompanying proxy card were first sent or given to security holders and made available electronically via the Internet was March 7, 2024.

The 2024 Proxy Statement and our 2023 Annual Report to Stockholders are available atpseg.com/annualmeeting

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on April 16, 2024.

Future Electronic Delivery You can help the environment and us by choosing to receive future proxy statements and related documents such as the Annual Report and Form 10-K by electronic delivery. You may sign up for future electronic delivery at the website below, depending on the nature of your ownership. Please note that these are not the same sites to use for voting. For further information about how to vote, see the Notice of Annual Meeting of Stockholders and page 81. • If you are a stockholder of record, please go to proxyconsent.com/peg • For shares held in Employee Benefit Plans, please go to proxyconsent.com/peg • If your shares are held by a bank or broker, please go to enroll.icsdelivery.com/peg

PSEG 2024 Proxy Statementi

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.