01—Abstract
Summary
Summary of the 8-K filed April 23, 2026. Cited figures are marked; the original filing is the authoritative source.
Public Service Enterprise Group Incorporated (PSEG) held its Annual Meeting of Stockholders on April 21, 2026.
Proxies were solicited under Regulation 14A, and there was no solicitation in opposition to management's nominees. All of management's director nominees, each with a term expiring in 2027, were elected. Shareholders also approved the advisory vote on executive compensation, the increase in shares available under the PSEG Employee Stock Purchase Plan, and the ratification of Deloitte & Touche LLP as independent auditor for 2026.
The company's three proposals to amend its Certificate of Incorporation and/or By-Laws, which would have eliminated supermajority voting requirements for certain business combinations, for removing a director without cause, and for certain By-Law amendments, did not receive the required affirmative vote of 80%a of shares outstanding and eligible to vote. None of the three was approved, so those supermajority requirements remain in place.
For investors, the meeting confirmed board continuity and shareholder support for pay practices and the auditor, while the failure of the three governance amendments means the supermajority provisions stay in effect. The filing reports vote tallies only and does not describe any further corporate actions.
02—Key points
Key Highlights
- Annual Meeting of Stockholders held April 21, 2026, with no proxy solicitation in opposition to management's nominees.
- All 11 director nominees with terms expiring in 2027 were elected; Valerie A. Smith received 12,843,203 votes against, the highest against count among the nominees.
- Advisory vote on executive compensation approved, with 336,301,839 votes for and 23,221,869 against.
- Three proposals to eliminate supermajority voting requirements (business combinations, director removal without cause, and certain By-Law amendments) were not approved because they did not reach the required 80% of shares outstanding and eligible to vote.
- Increase in shares available under the PSEG Employee Stock Purchase Plan approved, with 357,986,768 votes for and 2,568,132 against.
- Deloitte & Touche LLP ratified as independent auditor for 2026, with 381,153,028 votes for and 35,365,632 against.
03—Questions
Frequently Asked Questions
Who was elected to the Board of Directors at the April 2026 annual meeting?
All of management's nominees were elected. The filing lists Ralph A. LaRossa, Susan Tomasky, Willie A. Deese, Jamie M. Gentoso, Ricardo G. Pérez, Valerie A. Smith, Scott G. Stephenson, Laura A. Sugg, John P. Surma, Kenneth Y. Tanji, and Geisha J. Williams, each with a term expiring in 2027.
Why did the proposals to eliminate supermajority voting requirements fail?
Each of the three amendments received more votes for than against, but none received the required affirmative vote of 80% of the number of shares outstanding and eligible to vote, so none was approved. For proposal 3(a), 356,602,256 votes were cast for, 3,733,495 against, and 1,212,868 abstained. Proposal 3(b) received 356,784,951 for, 3,681,093 against, and 1,082,575 abstentions. Proposal 3(c) received 356,336,085 for, 4,111,952 against, and 1,100,582 abstentions.
Did shareholders approve executive compensation?
Yes. The advisory vote on executive compensation was approved, with 336,301,839 votes for, 23,221,869 against, 2,024,911 abstentions, and 55,768,373 broker non-votes.
What was approved regarding the employee stock purchase plan and the auditor?
Shareholders approved increasing the number of shares available under the PSEG Employee Stock Purchase Plan, with 357,986,768 votes for, 2,568,132 against, and 993,719 abstentions. They also ratified Deloitte & Touche LLP as independent auditor for 2026, with 381,153,028 votes for, 35,365,632 against, and 798,332 abstentions.
04—Continue