Vistra Corp.
For the period ended Apr 30, 2025. Filed Mar 19, 2025.
View on SEC.govAbout 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 30, 2025 · Filed Mar 19, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
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 2025 Annual Meeting
of Stockholders and
Proxy Statement
2025 Annual Meeting of Stockholders:
Wednesday, April 30, 2025, 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 2025 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, April 30, 2025 | Record Date: March 3, 2025 |
To the Stockholders of Vistra Corp.:
The 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Vistra Corp. (the “Company” or “Vistra”) will be held for the following purposes:
| 1. | To elect the 11 directors named in this proxy statement to serve on the Board of Directors (the “Board”) until the 2026 annual meeting of stockholders (the “2026 Annual Meeting”); |
| 2. | To approve, on a non-binding advisory basis, the 2024 compensation of the Company’s named executive officers; |
| 3. | To approve an amendment to the Company’s certificate of incorporation (as amended and restated, the “Restated Certificate of Incorporation”) to provide for the exculpation of officers as permitted by Delaware Law; |
| 4. | To approve an amendment to the Restated Certificate of Incorporation to repeal provisions relating to the waiver of corporate opportunities in favor of former principal stockholders of the Company; |
| 5. | To approve an amendment to the Restated Certificate of Incorporation to remove supermajority voting standards; |
| 6. | To approve the Company’s 2025 Employee Stock Purchase Plan; and |
| 7. | To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ending December 31, 2025. |
Additionally, if needed, the stockholders may act upon any other matters that may properly come before the 2025 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 2025 Annual Meeting, you must register in advance at www.proxydocs.com/VST prior to the deadline of April 25, 2025 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
March 19, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.