Vistra (VST) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 30, 2025, with virtual attendance and advance registration required.

• 2024 business highlights include $2.812B net income, $4.563B cash flow from operations, and $5.66B adjusted EBITDA, exceeding guidance.

• Acquisition of Energy Harbor added 4,000 MW nuclear capacity and 1M retail customers; $4.9B in share repurchases since 2021.

• Sustainability initiatives led to a 15% YoY decline in emissions intensity and 7,922 MW of zero-carbon capacity online.

• Board recommends voting in favor of all proposals, including director elections, compensation, charter amendments, ESPP, and auditor ratification.

Voting matters and shareholder proposals

• Election of 11 directors to serve until the 2026 annual meeting.

• Advisory vote on 2024 executive compensation.

• Amendments to the certificate of incorporation: officer exculpation, repeal of corporate opportunity waivers, and removal of supermajority voting standards.

• Approval of the 2025 Employee Stock Purchase Plan (ESPP).

• Ratification of Deloitte as independent auditor for 2025.

Board of directors and corporate governance

• 10 of 11 director nominees are independent; average tenure 4.8 years, average age 61.6.

• Board committees: Audit, Social Responsibility & Compensation, Nominating & Governance, Sustainability & Risk, Generation and Safety Oversight.

• Annual board and committee evaluations, including third-party facilitated director interviews.

• Separate Chairman and CEO roles; annual election of directors with majority voting and resignation policy.

• Board oversight of political and lobbying contributions, cybersecurity, and sustainability.