Vistra Corp
For the period ended May 1, 2024. Filed Apr 3, 2024.
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May 1, 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 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 2024 Annual Meeting
of Stockholders and
Proxy Statement
2024 Annual Meeting of Stockholders:
Wednesday, May 1, 2024, at 9:00 a.m. (CT)
Virtual Meeting
(Register in advance at: www.proxydocs.com/VST)
Whether or not you will be able to attend the 2024 Annual Meeting,
please vote your shares promptly so that you may be represented at the meeting.
Vistra Corp. 6555 Sierra Drive Irving, Texas 75039
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Place: Virtual Meeting Register in advance at: www.proxydocs.com/VST | Time and Date: 9:00 a.m. (CT) Wednesday, May 1, 2024 | Record Date: March 22, 2024 |
To the Stockholders of Vistra Corp.:
The 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Vistra Corp. (the “Company” or “Vistra”) will be held for the following purposes:
| 1. | To elect the 10 directors named in this proxy statement and nominated by the Board of Directors (the “Board”) to serve on the Board until the 2025 annual meeting of stockholders (the “2025 Annual Meeting”); |
| 2. | To approve, on a non-binding advisory basis, the 2023 compensation of the Company’s named executive officers; |
| 3. | To approve, on a non-binding advisory basis, whether the advisory stockholder vote on the compensation of named executive officers should occur every one, two or three years; |
| 4. | To approve an amendment to the Vistra Corp. 2016 Omnibus Incentive Plan (as amended and restated, the “2016 Incentive Plan”) to increase the number of shares available for issuance to plan participants under the 2016 Incentive Plan; and |
| 5. | To ratify the selection of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ending December 31, 2024. |
Additionally, if needed, the stockholders may act upon any other matters that may properly come before the 2024 Annual Meeting (including a proposal to adjourn the meeting to solicit additional proxies) or any reconvened meeting after an adjournment or postponement of the meeting.
In order to attend the 2024 Annual Meeting, you must register in advance at www.proxydocs.com/VST prior to the deadline of April 26, 2024 at 5:00 p.m. (ET). Following registration, you will immediately receive a confirmatione-mail, which will include information about when you should expect to receive a unique link to gain access to the meeting. Whether or not you will be able to attend the meeting, PLEASE VOTE YOUR SHARES PROMPTLY BY EITHER SIGNING AND RETURNING THE ACCOMPANYING PROXY CARD OR CASTING YOUR VOTE VIA TELEPHONE OR THE INTERNET AS DIRECTED ON THE PROXY CARD.
By Order of the Board of Directors,
Yuki Whitmire
Vice President, Associate General Counsel, and Corporate Secretary
April 3, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.