PPL Corp
For the period ended May 13, 2026. Filed Apr 1, 2026.
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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 13, 2026 · Filed Apr 1, 2026
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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 Pursuant to §240.14a-12 |
| PPL 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 |
| CRAIG A. ROGERSONINDEPENDENT CHAIR OF THE BOARD | Message to Our ShareownersDear Shareowner:On behalf of the Board of Directors, thank you for your continued investment in PPL Corporation. We are pleased to invite you to our virtual 2026 Annual Meeting of Shareowners.2025 was a year of consistent execution against the priorities PPL’s Board and management set – operationally, financially and strategically. PPL delivered strong operating results, including top-quartile or near-top-quartile electric reliability, top-decile generation performance, better-than-targeted gas leak response times and consistent storm response. Financially, PPL achieved ongoing earnings in line with the midpoint of its 2025 ongoing earnings forecast and increased the common stock dividend from 2024 by approximately 6 percent.At the same time, the company continued to strengthen and modernize its electric and gas systems, executing $4.4 billion of critical infrastructure investments. These investments are focused on protecting the grid from more frequent and severe storms, preparing it for greater two-way power flows from distributed energy resources, building new generation in Kentucky and deploying smart grid technologies that support efficient operations and long-term reliability.As electricity demand grows – driven by data centers and advanced manufacturing – PPL continues to advance solutions that expand supply responsibly while protecting customers. This included creating a joint venture with Blackstone Infrastructure to develop new generation under long-term contracts to serve new data center demand. By aligning new generation with new demand, this approach will support reliability and mitigate upward pressure on electricity prices for other customers while enabling important economic development. The Board continues to emphasize disciplined planning, customer protections and appropriate cost allocation so large new loads bear the costs they create.PPL also continued modernizing its technology and operating platforms to improve customer and employee experiences and further drive efficiency. In 2025, PPL achieved $170 million in annual operations and maintenance savings, compared to the 2021 baseline, to keep energy affordable. PPL is dedicated to supporting the people and places where our employees live and serve. The company and its affiliated foundations contributed more than $15 million in 2025 to organizations and programs working to improve quality of life and help communities thrive. In addition, PPL employees volunteered more than 28,000 hours of their time last year to directly help those in need.The energy industry is changing rapidly, and PPL is well-positioned for what comes next. With an experienced leadership team, engaged Board oversight and more than 6,500 skilled employees, management remains focused on executing the company’s Utility of the Future strategy – creating stronger, smarter, cleaner and more efficient utilities that will affordably deliver value for customers and long-term returns for shareowners. On behalf of the Board of Directors, we appreciate your continued support and encourage you to review the proxy materials and vote your shares at the Annual Meeting.Sincerely,Craig A. Rogerson |
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PPL CORPORATION
Mailing Address:
Notice of 2026 Annual Meeting of Shareowners
| Date | May 13, 2026 |
|---|---|
| Time | Online check-in begins: 8:45 a.m. Eastern TimeMeeting begins: 9:00 a.m. Eastern Time |
| Place | The meeting will be conducted virtually via a live audio webcast. Please visit: www.virtualshareholdermeeting.com/PPL2026. |
| Items of Business | • To elect nine directors, as listed in this Proxy Statement, for a term of one year.• To conduct an advisory vote to approve the compensation of our named executive officers.•To approve the PPL Corporation Second Amended and Restated 2012 Stock Incentive Plan.• To ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.• To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. |
| Record Date | You can vote if you were a shareowner of record on March 4, 2026. |
| Proxy Voting | Your vote is important. Please vote your shares by voting on the internet, by telephone or by completing and returning your proxy card. For more details, see the information beginning on page 94. |
This year’s Annual Meeting will be conducted virtually via a live audio webcast. The virtual meeting format provides efficient and effective access to our shareowners and affords shareowners the same rights as if the meeting were held in person. You will be able to attend the Annual Meeting online, vote your shares electronically during the meeting and ask questions in accordance with our rules of conduct for the meeting by visitingwww.virtualshareholdermeeting.com/PPL2026 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or the voting instructions that accompanied your proxy materials.
On Behalf of the Board of Directors,
Jeffrey R. JankowskiCorporate Secretary
April 1, 2026
Important Notice Regarding the Availability of ProxyMaterials for the Shareowner Meeting to Be Held on May 13, 2026:This Proxy Statement and the Annual Report to Shareowners are available atwww.pplweb.com/PPLCorpProxy
QUICK INFORMATION
The following charts provide quick information about PPL Corporation’s 2026 Annual Meeting of Shareowners and our corporate governance and executive compensation practices. These charts do not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting.
We first released this proxy statement and the accompanying materials to shareowners on or about April 1, 2026.
ANNUAL MEETING INFORMATION
| DATE & TIMEWednesday, May 13, 20269:00 a.m. Eastern Time | LOCATIONThe Annual Meeting will be held virtually atwww.virtualshareholdermeeting.com/PPL2026 | RECORD DATEMarch 4, 2026 |
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Proposals That Require Your Vote
| Proposal | Voting Options | BoardRecommendation | MoreInformation |
|---|---|---|---|
| Proposal 1Election of Directors | FOR, AGAINST or ABSTAINfor each Director Nominee | FOR eachNominee | Page 6 |
| Proposal 2Advisory Vote to Approve Compensation of Named Executive Officers | FOR, AGAINST or ABSTAIN | FOR | Page 35 |
| Proposal 3Approval of the PPL Corporation Second Amended and Restated 2012 Stock Incentive Plan | FOR, AGAINST or ABSTAIN | FOR | Page 83 |
| Proposal 4Ratification of the Appointment of Independent Registered Public Accounting Firm | FOR, AGAINST or ABSTAIN | FOR | Page 91 |
See information beginning on page 94 on how you can vote.
| Corporate Governance and Compensation Facts | |
|---|---|
| Corporate Governance or Compensation Matter | PPL’s Practice |
| Board Composition, Leadership and Operations | |
| Current Number of Directors | 10 |
| Independence of Current Directors | 90% |
| Board Committee Membership Independence (except Executive Committee and ad hoc committees) | Yes |
| Independent Chair of the Board | Yes |
| Voting Standards in Director Elections: Majority with Plurality Carve-out for Contested Elections | Yes |
| Annual Director Elections for All Directors | Yes |
| Resignation Policy in Uncontested Elections | Yes |
| Limits on Director Service on Other Boards | Yes |
| Corporate Governance or Compensation Matter | PPL’s Practice |
|---|---|
| Board Composition, Leadership and Operations | |
| Mandatory Retirement Age | Yes (75) |
| Mandatory Tenure | No |
| Average Nominee Age | 66 |
| Average Nominee Tenure | 10 years |
| Directors Attending Fewer than 75% of Meetings | None |
| Annual Board and Committee Self-Evaluation Process | Yes |
| Number of Board Meetings Held in 2025 | 6 |
| Total Number of Board and Committee Meetings Held in 2025 | 27 |
| Proxy Access Bylaw | Yes |
| Independent Directors Meet without Management Present | Yes |
| Governance and Sustainability Practices | |
| Board and Committee Oversight of Safety | Yes |
| Board Oversight of Cybersecurity | Yes |
| Board and Committee Oversight of Sustainability Disclosure | Yes |
| Board Oversight of Corporate Culture | Yes |
| Code of Conduct for Directors, Officers and Employees | Yes |
| Robust Stock Ownership Policies | Yes |
| Insider Trading Policy Includes Anti-hedging and Anti-pledging Policy | Yes |
| Shareowner Engagement Practice | Yes |
| Long-Term Incentives Aligned with Sustainability Goals | Yes |
| Carbon Reduction Goal Includes Net-Zero by 2050 | Yes |
| Voluntary Framework Disclosures (GRI, TCFD, SASB & EEI-AGA) | Yes |
| Corporate Political Contribution Policy and Related Disclosure | Yes |
| Equal Employment Demographic Metrics Disclosure (EEO-1 Report) | Yes |
| Climate Policy Principles | Yes |
| Environmental Policy Statement | Yes |
| Health and Safety Policy Statement | Yes |
| Human Rights Policy Statement | Yes |
| Supplier Code of Conduct | Yes |
| Material Related-Party Transactions with Directors | None |
| Independent Auditor | Deloitte & Touche LLP |
| Compensation Practices | |
| CEO Pay Ratio | 74:1 |
| Compensation Recoupment (Clawback) Policy | Yes |
| Employment Agreements for Executive Officers | No |
| Pay-for-Performance | Yes |
| Double-Trigger Change-in-Control Provisions | Yes |
| Percentage of 2025 CEO Incentive Compensation at Risk | 88% |
| Performance-based Percentage of 2025 CEO Long-term Incentive Compensation | 73% |
| Tax “Gross-ups” for Change-in-Control Severance Agreements | None |
| Annual Risk Assessment of Compensation Policies and Practices | Yes |
| Independent Compensation Consultant | Frederic W. Cook & Co., Inc. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.