Spire (SR) Proxy Filing summary

Executive summary

• Achieved adjusted earnings of $247.4M ($4.13 per diluted share) in FY2024, up from $228.1M in FY2023, driven by higher Gas Utility income and Midstream growth.

• Increased annual dividend by 4%, marking the 22nd consecutive year of dividend growth.

• New CEO Steven L. Lindsey appointed effective October 1, 2023, with a focus on organic growth, infrastructure investment, and operational excellence.

• Released the sixth annual Sustainability Report in June 2024, expanding ESG disclosures and aligning with SASB and TCFD standards.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three directors, (2) advisory approval of executive compensation, (3) approval of the 2025 Equity Incentive Plan, and (4) ratification of Deloitte as independent auditor for FY2025.

• Board recommends voting FOR all proposals.

• Shareholders of record as of December 4, 2024, are eligible to vote; meeting will be held virtually.

Board of directors and corporate governance

• Board consists of 10 directors, 9 of whom are independent; 40% female, 20% ethnically diverse.

• Board chair is independent; all committees except strategy are composed entirely of independent directors.

• Board succession planning led to the appointment of a new independent director in 2024 with expertise in HR and finance.

• Directors are required to retire at 75 and must own shares equal to six times their annual cash retainer.

• Board and committees conduct annual self-evaluations and peer reviews.