Spire Inc. Files 2025 Proxy Statement

Ticker: SRJN · Form: DEF 14A · Filed: Dec 18, 2024 · CIK: 1126956

Spire Inc DEF 14A Filing Summary
FieldDetail
CompanySpire Inc (SRJN)
Form TypeDEF 14A
Filed DateDec 18, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$4.14, $250.9 million, $4.19, $217.5 million, $3.85
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, governance, executive-compensation

Related Tickers: SR

TL;DR

Spire Inc. (SR) DEF 14A filed. Proxy statement details exec pay & board matters for FY25.

AI Summary

Spire Inc. filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending September 30, 2025, on December 18, 2024. The filing details executive compensation, board of directors, and other corporate governance matters. Spire Inc. is a natural gas distribution company headquartered at 700 Market Street, St. Louis, MO.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions on proposals presented at the annual meeting.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing providing information to shareholders and does not inherently present new financial risks.

Key Players & Entities

  • SPIRE INC (company) — Filer
  • 0001308179-24-000822 (filing_id) — Accession Number
  • 20241218 (date) — Filing Date
  • 20250130 (date) — Fiscal Year End
  • 700 MARKET STREET (address) — Company Headquarters
  • ST LOUIS (location) — Company Headquarters City
  • MO (state) — Company Headquarters State
  • 63101 (zip_code) — Company Headquarters Zip
  • LACLEDE GROUP INC (company) — Former Company Name

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, or Definitive Proxy Statement, is used to solicit proxies from shareholders and provides detailed information about matters to be voted on at a shareholder meeting, including executive compensation, director elections, and other corporate governance issues.

When is Spire Inc.'s fiscal year end?

Spire Inc.'s fiscal year ends on September 30th, as indicated by the 'FISCAL YEAR END: 0930' in the filing.

What was Spire Inc.'s former company name?

Spire Inc. was formerly known as LACLEDE GROUP INC, with a date of name change on October 24, 2000.

What is Spire Inc.'s Standard Industrial Classification (SIC) code?

Spire Inc.'s SIC code is 4924, which corresponds to Natural Gas Distribution.

On what date was this Definitive Proxy Statement filed with the SEC?

This Definitive Proxy Statement (DEF 14A) was filed with the SEC on December 18, 2024.

Filing Stats: 4,501 words · 18 min read · ~15 pages · Grade level 10.6 · Accepted 2024-12-18 08:30:35

Key Financial Figures

  • $4.14 — s, achieving basic adjusted earnings of $4.14 per share. We also increased our annual
  • $250.9 million — any reported consolidated net income of $250.9 million ($4.19 per diluted share), compared wit
  • $4.19 — solidated net income of $250.9 million ($4.19 per diluted share), compared with $217.
  • $217.5 million — $4.19 per diluted share), compared with $217.5 million ($3.85 per diluted share) in fiscal yea
  • $3.85 — d share), compared with $217.5 million ($3.85 per diluted share) in fiscal year 2023.
  • $33.4 million — e) in fiscal year 2023. The increase of $33.4 million was driven by higher Gas Utility income
  • $247.4 million — usted earnings for fiscal year 2024 was $247.4 million ($4.13 per diluted share), up from $228
  • $4.13 — or fiscal year 2024 was $247.4 million ($4.13 per diluted share), up from $228.1 mill
  • $228.1 million — lion ($4.13 per diluted share), up from $228.1 million ($4.05 per diluted share) for fiscal ye
  • $4.05 — diluted share), up from $228.1 million ($4.05 per diluted share) for fiscal year 2023
  • $19.3 million — ) for fiscal year 2023. The incremental $19.3 million reflects the same drivers noted above a
  • $217.0 — er 30, 2024 Net income (loss) [GAAP] $217.0 $32.7 $31.7 $(30.5 ) $250.9 $4.19
  • $32.7 — 024 Net income (loss) [GAAP] $217.0 $32.7 $31.7 $(30.5 ) $250.9 $4.19 Adjus
  • $31.7 — et income (loss) [GAAP] $217.0 $32.7 $31.7 $(30.5 ) $250.9 $4.19 Adjustments,
  • $250.9 — [GAAP] $217.0 $32.7 $31.7 $(30.5 ) $250.9 $4.19 Adjustments, pre-tax: Fair v

Filing Documents

Executive compensation tables

Executive compensation tables 50 CEO pay ratio 60 Pay versus performance 61 Delinquent Section 16(a) reports 64 Proposal 3: Approval of Spire 2025 Equity Incentive Plan 65 Proposal 4: Ratification of appointment of independent registered public accountant 72 Audit committee report 72 Fees of independent registered public accountant 73 Other matters 74 About the annual shareholder meeting 74 Questions and answers about the annual meeting 74 Voting matters 76 Requirements for submission of proxy proposals, nomination of directors and other business 77 Proxy solicitation 78 Schedule A: Reconciliation of operating income to adjusted operating income 79 Appendix A: Spire 2025 Equity Incentive Plan A-1 What's new? Each year, we strive to improve our proxy disclosures to provide a broader and deeper understanding of Spire and how we think about governance, compensation and sustainability, as well as other topics of importance to our shareholders. We believe these disclosures will be beneficial as you vote this year. Inside, you'll find updates on the following, among other topics: A description of the Spire 2025 Equity Incentive Plan, for which we are seeking shareholder approval The second year of the "pay versus performance" disclosure required by the SEC, providing additional compensation data for our named executive officers. Discussions of director and management succession planning, which were important to the appointment of several new executive officers, as well as a new independent director Back to Contents Dear fellow shareholders, We are pleased to invite you to attend Spire's 2025 Annual Shareholder Meeting, which is scheduled for Thursday, January 30, 2025, at 8:30 a.m., Central Standard Time. This year's meeting will be held virtually and the accompanying proxy information outlines how to participate in the meeting as well as the matters that will be voted on at the meeting. On behalf of the Board of Di

Executive compensation

Executive compensation The Company is committed to its pay-for-performance philosophy, which we believe is closely aligned with shareholder interests by linking executive compensation to Company performance. The key metric used to determine funding under our annual incentive plan is adjusted operating income, and the metrics used to determine awards under our long-term incentive plan are average adjusted EPS and relative total shareholder return. The Company also emphasizes pay-for-performance by placing a majority of the executives' target total direct compensation ("TTDC") at risk through the annual and long-term incentive plans. TTDC includes the current base salary, the 2024 target annual incentive plan opportunity and the fair market value of the equity awards made during fiscal year 2024. Further, the value of the equity incentive award, the largest portion of incentive pay, is based on long-term performance. Sustainability We issued our sixth annual Sustainability Report in June 2024, which continued to expand our disclosures on environmental, social and governance topics. We included reporting under the Sustainability Accounting Standards Board (SASB) standards and increased disclosures aligned with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. We remain committed to enhancing our disclosures to create an even more robust and transparent view of our overall sustainability strategy and plans. Spire Inc. | 2024 Proxy Statement 5 Back to Contents In fiscal year 2024, management established a Sustainability Council comprised of a cross-functional team of senior leadership to oversee the Company's sustainability efforts. The various committees of the Board of Directors continued formal oversight of management's sustainability efforts in the areas of environmental; diversity, equity and inclusion; supplier diversity; and governance to ensure progress is being made on our sustainability commitments. The corporate governanc

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