Vistra Corp.
For the period ended Apr 29, 2026. Filed Mar 18, 2026.
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Apr 29, 2026 · Filed Mar 18, 2026
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Cover page
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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 Registrantx Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under § 240.14a-12 |
VISTRA 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):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2026 Annual Meeting
of Stockholders and
Proxy Statement
2026 Annual Meeting of Stockholders:
Wednesday, April 29, 2026, at 9:00 a.m. (CT)
Virtual Meeting:
www.virtualshareholdermeeting.com/VST2026
(Register in advance at: www.proxyvote.com)
Whether or not you will be able to attend the 2026 Annual Meeting, please vote your shares promptly so that you may be represented at the meeting.
Notice of Annual Meeting of Stockholders
| TIME AND DATE9:00 a.m. (CT)Wednesday, April 29, 2026 | PLACEVirtual Meetingwww.virtualshareholdermeeting.com/VST2026Register in advance at: www.proxyvote.com | RECORD DATEMarch 3, 2026 |
To the Stockholders of Vistra Corp.:
The 2026 Annual Meeting of Stockholders (the “2026 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 2027 annual meeting of stockholders (the “2027 Annual Meeting”); |
| 2 | To approve, on a non-binding advisory basis, the 2025 compensation of the Company’s named executive officers; and |
| 3 | To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026. |
Additionally, if needed, the stockholders may act upon any other matters that may properly come before the 2026 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 2026 Annual Meeting, you must register in advance atwww.proxyvote.com prior to the deadline of April 24, 2026 at 5:00 p.m. (ET). Whether or not you will be able to attend the meeting, PLEASE VOTE YOUR SHARES PROMPTLY BY CASTING YOUR VOTE BY FOLLOWING THE INSTRUCTIONS ON YOUR NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS, VOTING INSTRUCTION FORM, OR PROXY CARD.
By Order of the Board of Directors,
Yuki Whitmire
Vice President, Associate General Counsel, and Corporate Secretary
March 18, 2026
Table of Contents
| PROXY SUMMARY INFORMATION | 1 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 8 |
| CORPORATE GOVERNANCE | 21 |
| Director Qualifications and Nomination Process | 23 |
| Corporate Governance Overview | 21 |
| Director Independence | 25 |
| Board Leadership Structure | 25 |
| Meetings of The Board and its Committees | 26 |
| Our Commitment to Sustainability | 31 |
| Board Risk Oversight | 34 |
| Stockholder and Stakeholder Engagement | 38 |
| Communications With Directors | 39 |
| Corporate Governance Documents | 39 |
| Code of Conduct | 40 |
| Complaint and Reporting Procedures for Accounting and Auditing Matters | 40 |
| Business Relationships and Related Person Transactions Policy | 40 |
| Charitable Contributions | 41 |
| Insider Trading Policy and Prohibition on Hedging and Pledging | 41 |
| MANAGEMENT | 42 |
| COMPENSATION DISCUSSION AND ANALYSIS | 45 |
| Executive Summary | 45 |
| Performance Overview | 46 |
| Corporate Governance Practices | 49 |
| 2025 Compensation Overview | 54 |
| Compensation Policies and Practices | 60 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 64 |
| SOCIAL RESPONSIBILITY AND COMPENSATION COMMITTEE REPORT | 65 |
| COMPENSATION TABLES | 66 |
| Summary Compensation Table – 2025 | 66 |
| Grants of Plan-Based Awards – 2025 | 68 |
| Outstanding Equity Awards at Fiscal Year-End – 2025 | 69 |
| Option Exercises and Stock Vested – 2025 | 70 |
| PROPOSAL 2 – ADVISORY VOTE ON 2025 COMPENSATION OF NAMED EXECUTIVE OFFICERS | 77 |
| OTHER INFORMATION | 78 |
| Beneficial Ownership of Common Stock of the Company | 78 |
| CEO Pay Ratio | 79 |
| Pay Versus Performance | 80 |
| Equity Compensation Plan Information | 85 |
| AUDIT COMMITTEE REPORT | 86 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 88 |
| Principal Accountant Fees | 88 |
| PROPOSAL 3 – RATIFICATION OF DELOITTE & TOUCHE LLP (“DELOITTE”) AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026 | 89 |
| QUESTIONS AND ANSWERS AND ADDITIONAL INFORMATION | 91 |
| ANNEX A VISTRA CORP. – NON-GAAP RECONCILIATIONS | A-1 |
|---|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 29, 2026 The Proxy Statement and the 2025 Annual Report to Stockholders (the “Annual Report”) are available at www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.