SPIRE INC
For the period ended Jan 30, 2025. Filed Dec 18, 2024.
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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.
Jan 30, 2025 · Filed Dec 18, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
SPIRE INC.
(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.
Table of contents
| Proxy statement summary | 4 |
|---|---|
| Proposal 1: Election of directors | 9 |
| Governance | 15 |
| Corporate governance at a glance | 15 |
| Board and committee structure | 15 |
| Board evaluation process | 16 |
| Board committees and their membership | 17 |
| Sustainability oversight | 19 |
| Risk oversight | 20 |
| Director independence | 21 |
| Corporate governance documents | 22 |
| Audit committee’s review of independent auditor | 23 |
| Other key governance policies and practices | 24 |
| Shareholder nominee recommendations and nominee qualifications | 26 |
| Correspondence with the Board | 26 |
| Directors’ compensation | 27 |
| Beneficial ownership of Spire stock | 28 |
| Stock ownership guidelines and holding requirements for non-employee directors and executive officers | 30 |
| Proposal 2: Advisory vote to approve the compensation of our named executive officers | 31 |
| Executive compensation | 32 |
| Compensation Discussion and Analysis (“CD&A”) | 32 |
| Compensation and human resources committee report | 49 |
| Executive compensation tables | 50 |
| CEO pay ratio | 60 |
| Pay versus performance | 61 |
| Delinquent Section 16(a) reports | 64 |
| Proposal 3: Approval of Spire 2025 Equity Incentive Plan | 65 |
| Proposal 4: Ratification of appointment of independent registered public accountant | 72 |
| Audit committee report | 72 |
| Fees of independent registered public accountant | 73 |
| Other matters | 74 |
| About the annual shareholder meeting | 74 |
| Questions and answers about the annual meeting | 74 |
| Voting matters | 76 |
| Requirements for submission of proxy proposals, nomination of directors and other business | 77 |
| Proxy solicitation | 78 |
| Schedule A: Reconciliation of operating income to adjusted operating income | 79 |
| Appendix A: Spire 2025 Equity Incentive Plan | A-1 |
| What’s new? | Each year, we strive to improve our proxy disclosures to provide a broader and deeper understanding of Spire and how we think about governance, compensation and sustainability, as well as other topics of importance to our shareholders. We believe these disclosures will be beneficial as you vote this year. Inside, you’ll find updates on the following, among other topics: • A description of the Spire 2025 Equity Incentive Plan, for which we are seeking shareholder approval • The second year of the “pay versus performance” disclosure required by the SEC, providing additional compensation data for our named executive officers. • Discussions of director and management succession planning, which were important to the appointment of several new executive officers, as well as a new independent director |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.