Vistra (VST) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 29, 2026, to be held virtually; record date is March 3, 2026.

• Key proposals: election of 11 directors, advisory vote on 2025 executive compensation, and ratification of Deloitte as independent auditor for 2026.

• Strong 2025 financial performance: $944M net income, $4.07B cash flow from operations, $5.91B adjusted EBITDA, and $3.59B adjusted free cash flow before growth.

• Strategic milestones include acquisitions, long-term PPAs, and expansion of zero-carbon assets.

Voting matters and shareholder proposals

• Election of 11 directors to serve until the 2027 annual meeting.

• Advisory (non-binding) vote on 2025 compensation for named executive officers.

• Ratification of Deloitte as independent registered public accounting firm for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 directors, 10 of whom are independent; separate Chairman and CEO roles.

• Annual election of directors with majority voting and resignation policy.

• Five standing committees: Audit, Sustainability and Risk, Social Responsibility and Compensation, Nominating and Governance, Generation and Safety Oversight—all fully independent.

• Rigorous annual board and committee evaluations, director onboarding, and continuing education.

• Stock ownership requirements and prohibition on hedging/pledging for directors and executives.