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 the successful acquisition of Energy Harbor, adding 4,000 MW nuclear capacity and 1M retail customers.

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

• Board and management emphasize reliability, affordability, and sustainability, with a strong pay-for-performance compensation philosophy.

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 for former principal stockholders, and removal of supermajority voting standards.

• Approval of the 2025 Employee Stock Purchase Plan.

• Ratification of Deloitte as independent auditor for 2025.

Board of directors and corporate governance

• 10 of 11 director nominees are independent; average tenure is 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 self-evaluations, director education, and onboarding programs.

• Board leadership structure separates Chairman and CEO roles.

• Majority voting in uncontested director elections with a resignation policy.