Dominion Energy (D) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 5, 2026, to be held virtually; shareholders will vote on director elections, executive compensation, auditor ratification, and three shareholder proposals.

• Company achieved $3.45 reported EPS and $3.42 operating EPS in 2025, with a 13.9% total shareholder return and significant progress on clean energy projects.

• Major investments in offshore wind, solar, and nuclear, with 33 GW of new generation expected in Virginia over 20 years and a 46% reduction in Scope 1 carbon emissions since 2005.

• Human capital management emphasizes safety, talent development, diversity, and employee engagement, with 116,000+ volunteer hours and multiple workplace awards in 2025.

Voting matters and shareholder proposals

• Board recommends voting FOR: election of 11 director nominees, advisory vote on executive compensation, and ratification of Deloitte as independent auditor.

• Board recommends voting AGAINST: shareholder proposals for an independent chair, a report on ESG/DEI metrics in executive compensation, and a report on additional shareholder engagement channels.

• Shareholder proposals focus on board leadership structure, ESG/DEI compensation metrics, and expanding engagement channels; Board opposes these, citing existing governance and engagement practices.

Board of directors and corporate governance

• Board consists of 11 nominees, 91% independent, with diverse backgrounds in industry, government, technology, and finance; average tenure is 8.5 years and average age is 63.9.

• Board committees are 100% independent; annual elections, majority voting standard, proxy access, and special meeting rights for shareholders.

• Board leadership structure combines Chair and CEO roles, with a strong independent Lead Director and regular governance reviews.

• Annual board and committee evaluations, director retirement policy at age 75, and robust director share ownership guidelines.