SPIRE INC

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.

Who we are

At Spire, we believe energy exists to help people. To warm homes, grow businesses and move communities forward. Every day, we’re inspired by our vision to make the breakthroughs today that will energize tomorrow.

As one of the largest publicly traded natural gas distribution companies in the country, we have the privilege of serving 1.7 million homes and businesses, as well as natural gas buyers, producers and industrial customers through our gas-related businesses. This commitment to serve is reflected in our mission to answer every challenge, advance every community and enrich every life through the strength of our energy. To live this mission, we hold strongly to our four values:

Spire’s fiscal year 2024 corporate performance

The following table provides information on the Company’s performance in the last two fiscal years, which was a critical consideration in the Company’s determination of appropriate executive compensation. For the fiscal year ended September 30, 2024, the Company reported consolidated net income of $250.9 million ($4.19 per diluted share), compared with $217.5 million ($3.85 per diluted share) in fiscal year 2023. The increase of $33.4 million was driven by higher Gas Utility income and growth in the Midstream segment, partially offset by less favorable results from Gas Marketing. Net income and earnings per share (“EPS”) are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Management also uses the non-GAAP measure of adjusted earnings and adjusted EPS when internally evaluating and reporting results of operations as discussed on page 29 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2024. “Adjusted earnings” and “adjusted earnings per share” were formerly known as “net economic earnings” and “net economic earnings per share.” Adjusted earnings for fiscal year 2024 was $247.4 million ($4.13 per diluted share), up from $228.1 million ($4.05 per diluted share) for fiscal year 2023. The incremental $19.3 million reflects the same drivers noted above as adjusted to remove fair value and timing adjustments, as well as acquisition and restructuring activities. The results are discussed further beginning on page 30 of the 2024 Annual Report on Form 10-K.

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Our 2024 results

Executive compensation

The Company is committed to its pay-for-performance philosophy, which we believe is closely aligned with shareholder interests by linking executive compensation to Company performance. The key metric used to determine funding under our annual incentive plan is adjusted operating income, and the metrics used to determine awards under our long-term incentive plan are average adjusted EPS and relative total shareholder return. The Company also emphasizes pay-for-performance by placing a majority of the executives’ target total direct compensation (“TTDC”) at risk through the annual and long-term incentive plans. TTDC includes the current base salary, the 2024 target annual incentive plan opportunity and the fair market value of the equity awards made during fiscal year 2024. Further, the value of the equity incentive award, the largest portion of incentive pay, is based on long-term performance.

Sustainability

We issued our sixth annual Sustainability Report in June 2024, which continued to expand our disclosures on environmental, social and governance topics. We included reporting under the Sustainability Accounting Standards Board (SASB) standards and increased disclosures aligned with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. We remain committed to enhancing our disclosures to create an even more robust and transparent view of our overall sustainability strategy and plans.

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In fiscal year 2024, management established a Sustainability Council comprised of a cross-functional team of senior leadership to oversee the Company’s sustainability efforts. The various committees of the Board of Directors continued formal oversight of management’s sustainability efforts in the areas of environmental; diversity, equity and inclusion; supplier diversity; and governance to ensure progress is being made on our sustainability commitments. The corporate governance committee remains responsible for overseeing and approving the Sustainability Report. The current Sustainability Report can be found on our website at SpireEnergy.com/Sustainability.

Annual meeting of shareholders

How to vote

Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals.

Voting matters

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Nominees for election (page 9)

The following chart includes summary biographies and key aspects of our Board of Directors, including directors who are nominees this year. We believe the competencies currently possessed by our directors represent a solid mix of backgrounds and experiences for the Company.

Chair Audit Compensation and Human Resources Corporate Governance Strategy

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Advisory vote to approve the compensation of our named executive officers (page 31)

As we do every year, we are seeking shareholder advisory approval of the compensation of our named executive officers as disclosed in this proxy statement. Although the vote on this proposal is advisory and nonbinding, the compensation and human resources committee and Board will review the results of the vote and consider the collective views of our shareholders in future determinations concerning our executive compensation program.

Approval of Spire 2025 Equity Incentive Plan (page 65)

We are asking our shareholders to approve our 2025 Equity Incentive Plan (the “Plan”), which is substantially similar in many respects to the 2015 Equity Incentive Plan (“2015 Plan”) that is currently in place. The purpose of the Plan is to promote the interests of the Company by granting awards to the directors, officers and employees of the Company and its subsidiaries in order to (a) attract and retain directors, officers and employees of outstanding ability; (b) provide an additional incentive to selected individuals to work to increase the value of the stock; and (c) provide each such individual with a stake in the future of the Company that corresponds to the stake of each of the Company’s shareholders. If approved, the Plan will be effective January 30, 2025 and will replace the 2015 Plan.

Ratification of appointment of independent registered public accountant (page 72)

We are asking shareholders to ratify the selection of Deloitte as our independent registered public accountant for fiscal year 2025. The table contains summary information with respect to Deloitte’s fees for services provided in fiscal years 2024 and 2023.

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