Vistra (VST) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 30, 2025, to be held virtually with pre-registration required by April 25, 2025.

• Proxy materials are available online, with options to request paper or email copies by April 18, 2025.

Voting matters and shareholder proposals

• Election of 11 directors is up for shareholder vote.

• Advisory vote on 2024 executive compensation for named executive officers.

• Amendments proposed to the certificate of incorporation for officer exculpation, repeal of waiver provisions, and removal of supermajority voting standards.

• Approval sought for the 2025 Employee Stock Purchase Plan.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

Board of directors and corporate governance

• Board recommends voting FOR all seven proposals on the agenda.

• Director nominees include Scott B. Helm, Hilary E. Ackermann, Arcilia C. Acosta, and others.