Entergy (ETR) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 2, 2025, with shareholders of record as of March 7, 2025, eligible to vote on key proposals.

• 2024 saw strong financial performance, with adjusted earnings per share of $3.65, a 6% dividend increase, and a total shareholder return of 55.9%, ranking 2nd in the Philadelphia Utility Index.

• Major accomplishments included regulatory resolutions, customer growth, expansion of renewables, and resilience investments, with over $2 billion approved for grid hardening.

• The company was recognized for sustainability, being listed on the Dow Jones Sustainability North America Index for the 23rd consecutive year and receiving multiple awards for community investment and diversity.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 10 directors for one-year terms, ratification of Deloitte & Touche LLP as independent auditor, and an advisory vote on executive compensation (Say-on-Pay).

• The board recommends voting FOR all director nominees, FOR the auditor ratification, and FOR the Say-on-Pay proposal.

Board of directors and corporate governance

• The board consists of 10 nominees, 9 of whom are independent, with an average tenure of 7.7 years and 40% gender or ethnic diversity.

• Board committees include Audit, Corporate Governance, Talent and Compensation, Finance, and Nuclear and Operations Oversight, all chaired by independent directors.

• The board conducts annual self-evaluations, including individual director assessments, facilitated by an independent third party in 2024.

• Shareholder rights include majority voting for directors, annual elections, proxy access, no poison pill, and robust stock ownership requirements.