8-KShareholder MattersExhibits & Filings

ENTERGY CORP /DE/ 8-K Report, Shareholder Vote Results (May 10, 2022)

Filed May 10, 2022For Securities:ETR

Summary

Entergy Corp. (ETR) filed an 8-K on May 10, 2022, reporting on the results of its 2022 Annual Meeting of Shareholders held on May 6, 2022. The primary focus of the filing is the outcome of shareholder votes on key corporate governance matters. All proposals presented to shareholders passed with substantial support, indicating continued investor confidence in the company's leadership and governance structure. Specifically, shareholders re-elected all 11 nominated directors, overwhelmingly ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2022, and approved the advisory resolution on executive compensation. The significant majority of votes cast in favor of each proposal underscores the board's alignment with shareholder interests and the effectiveness of the company's strategic direction as communicated to investors.

Key Highlights

  • 1All 11 nominated directors were successfully elected to serve until the 2023 Annual Meeting of Shareholders, reflecting strong board continuity and shareholder support.
  • 2Shareholders overwhelmingly ratified the appointment of Deloitte & Touche LLP as Entergy's independent registered public accounting firm for the fiscal year 2022.
  • 3An advisory resolution to approve the compensation of named executive officers received substantial approval from shareholders.
  • 4The election of directors saw very high 'Voted For' percentages for all nominees, with the lowest nominee receiving approximately 90.5% of the 'Voted For' versus 'Voted Against' votes (excluding abstentions and broker non-votes).
  • 5The ratification of the independent auditor was supported by a significant majority, with over 96% of the 'Voted For' votes compared to 'Voted Against' votes.
  • 6The advisory vote on executive compensation also passed with strong support, indicating general shareholder agreement with the company's compensation practices.
  • 7A substantial number of broker non-votes (over 13 million) were recorded for director elections and executive compensation, which is common in these types of votes but does not detract from the affirmative shareholder support shown.

Frequently Asked Questions

The main outcomes were the re-election of all 11 nominated directors, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2022, and the approval of an advisory resolution on named executive officer compensation. All proposals passed with strong shareholder support.

All 11 nominated directors received very strong support, with 'Voted For' significantly outweighing 'Voted Against' for each nominee. For example, John R. Burbank received over 162.6 million 'Voted For' votes against just over 1 million 'Voted Against' votes.

No, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2022 was overwhelmingly approved by shareholders. Nearly 170 million votes were cast in favor, compared to approximately 7 million votes against.

Broker non-votes occur when a broker holding shares in 'street name' for a beneficial owner has not received voting instructions from the owner. While these votes are not counted towards the total votes cast for or against a proposal, their existence doesn't negate the fact that a majority of the shares that *were* voted supported the proposals. The substantial number of broker non-votes in this filing is typical for annual meetings and does not indicate opposition to the proposals presented.