Targa Resources Corp.
For the period ended May 20, 2025. Filed Mar 28, 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 20, 2025 · Filed Mar 28, 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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240, Rule 14a-12 |
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Targa Resources Corp.
(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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) |
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per Exchange Act Rules 14a-6(i)(1) and 0-11
TARGA RESOURCES CORP.
811 Louisiana Street| Suite 2100| Houston, Texas 77002
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Targa Resources Corp.:
Notice is hereby given that the Annual Meeting of Stockholders of Targa Resources Corp. (the “Company” or “Targa”) will be held at 811 Louisiana Street, Suite 2100, Houston, TX 77002 on May 20, 2025, at 8:00 a.m. Central Time (the “Annual Meeting”). The Annual Meeting is being held for the following purposes:
| 1. | To elect the four Class III Directors named in this proxy statement, each to serve until the 2028 annual meeting of stockholders (Proposal One). |
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2025 (Proposal Two). |
| 3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2024 (Proposal Three). |
| 4. | To transact such other business as may properly come before the Annual Meeting. |
These proposals are described in the accompanying proxy materials. You will be able to vote at the Annual Meeting only if you were a stockholder of record at the close of business on March 25, 2025.
YOUR VOTE IS IMPORTANT
Please vote over the internet at www.AALVote.com/TRGP or by phone at 1-866-804-9616 promptly so that your shares may be voted in accordance with your wishes and so we may have a quorum at the Annual Meeting. Alternatively, if you did not receive a paper copy of the proxy materials (which includes the proxy card), you may request a paper proxy card, which you may complete, sign and return by mail.
| By Order of the Board of Directors, | |
| Gerald R. Shrader | Houston, Texas |
| SECRETARY | March 28, 2025 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 2025:
OUR PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS AND OUR ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT WEB.VIEWPROXY.COM/TARGA/2025.
TABLE OF CONTENTS
| PROXY STATEMENT 2025 ANNUAL MEETING OF STOCKHOLDERS | 3 |
|---|---|
| QUORUM AND VOTING | 5 |
| BUSINESS OVERVIEW | 7 |
| SUSTAINABILITY AT TARGA | 8 |
| PROPOSAL ONE ELECTION OF DIRECTORS | 10 |
| DIRECTORS AND EXECUTIVE OFFICERS | 11 |
| BOARD OF DIRECTORS AND COMMITTEES | 18 |
| CORPORATE GOVERNANCE | 21 |
| COMPENSATION DISCUSSION AND ANALYSIS | 26 |
| 2024 EXECUTIVE COMPENSATION PROGRAM SNAPSHOT | 30 |
| OUR DECISION-MAKING PROCESS | 33 |
| 2024 EXECUTIVE COMPENSATION PROGRAM IN DETAIL | 35 |
| OTHER EXECUTIVE COMPENSATION PRACTICES AND POLICIES | 43 |
| EXECUTIVE COMPENSATION | 46 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 60 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 62 |
| TRANSACTIONS WITH RELATED PERSONS | 63 |
| PROPOSAL TWO RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS | 65 |
| PROPOSAL THREE ADVISORY VOTE ON EXECUTIVE COMPENSATION | 67 |
| STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS; IDENTIFICATION OF DIRECTOR CANDIDATES | 69 |
| SOLICITATION OF PROXIES | 71 |
| STOCKHOLDER LIST | 71 |
| INTERNET AND PHONE VOTING | 73 |
| APPENDIX A | 74 |
TARGA RESOURCES CORP. (the “Company”)
811 Louisiana Street| Suite 2100| Houston, Texas 77002
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.