Entergy (ETR) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 8, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation.

• 2025 saw strong financial performance, with adjusted EPS of $3.91 and total shareholder return of 25.3%, ranking 3rd in the Philadelphia Utility Index.

• The company continued to invest in grid resilience, clean energy, and customer growth, including major new generation projects and the sale of gas businesses.

• Board refreshment included two new directors in 2025, emphasizing expertise in finance and nuclear operations.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 12 directors, ratification of Deloitte & Touche LLP as auditor, and an advisory say-on-pay vote for executive compensation.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board is composed of 12 directors, 11 of whom are independent, with an average tenure of 7.4 years and average age of 66.

• Board committees include Audit, Corporate Governance, Talent and Compensation, Finance, and Nuclear and Operations Oversight, all chaired by independent directors.

• The board emphasizes diversity, regular refreshment, and robust self-evaluation, with six new directors since 2020.

• Lead Director Stuart L. Levenick provides independent oversight and facilitates board effectiveness.

• Shareholder rights include majority voting, annual elections, proxy access, and no poison pill.