Vistra Corp. Files Definitive Proxy Statement (DEF 14A)

Ticker: VST · Form: DEF 14A · Filed: Apr 3, 2024 · CIK: 1692819

Vistra CORP. DEF 14A Filing Summary
FieldDetail
CompanyVistra CORP. (VST)
Form TypeDEF 14A
Filed DateApr 3, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$1.492 billion, $5.453 billion, $4.14 billion, $440 million, $2.50 billion
Sentimentneutral

Sentiment: neutral

Topics: Vistra Corp, DEF 14A, Proxy Statement, Executive Compensation, Corporate Governance

TL;DR

<b>Vistra Corp. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023, detailing executive compensation and corporate governance matters.</b>

AI Summary

Vistra Corp. (VST) filed a Proxy Statement (DEF 14A) with the SEC on April 3, 2024. Vistra Corp. filed a Definitive Proxy Statement (DEF 14A) on April 3, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 6555 Sierra Drive, Irving, TX 75039. Vistra Corp. was formerly known as Vistra Energy Corp., with name changes occurring on February 1, 2018, and December 21, 2016. The filing includes data related to stock options and awards granted in fiscal years 2020, 2021, and 2022.

Why It Matters

For investors and stakeholders tracking Vistra Corp., this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, director elections, and other corporate governance proposals, enabling informed voting decisions. The detailed breakdown of stock option and award valuations for multiple fiscal years offers insight into the company's long-term incentive structures and potential future dilution.

Risk Assessment

Risk Level: low — Vistra Corp. shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

Analyst Insight

Review the executive compensation details and shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value.

Key Numbers

Key Players & Entities

FAQ

When did Vistra Corp. file this DEF 14A?

Vistra Corp. filed this Proxy Statement (DEF 14A) with the SEC on April 3, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Vistra Corp. (VST).

Where can I read the original DEF 14A filing from Vistra Corp.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Vistra Corp..

What are the key takeaways from Vistra Corp.'s DEF 14A?

Vistra Corp. filed this DEF 14A on April 3, 2024. Key takeaways: Vistra Corp. filed a Definitive Proxy Statement (DEF 14A) on April 3, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 6555 Sierra Drive, Irving, TX 75039..

Is Vistra Corp. a risky investment based on this filing?

Based on this DEF 14A, Vistra Corp. presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

What should investors do after reading Vistra Corp.'s DEF 14A?

Review the executive compensation details and shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

How does Vistra Corp. compare to its industry peers?

Vistra Corp. operates in the electric services industry, providing electricity generation, wholesale, and retail services.

Are there regulatory concerns for Vistra Corp.?

As a public company, Vistra Corp. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

Industry Context

Vistra Corp. operates in the electric services industry, providing electricity generation, wholesale, and retail services.

Regulatory Implications

As a public company, Vistra Corp. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

What Investors Should Do

  1. Analyze the executive compensation packages and any proposed changes.
  2. Review director nominations and qualifications presented in the filing.
  3. Examine any shareholder proposals and the company's recommendations.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. Specific comparative data from a previous filing is not directly available in this excerpt.

Filing Stats: 4,276 words · 17 min read · ~14 pages · Grade level 16.3 · Accepted 2024-04-03 16:33:15

Key Financial Figures

Filing Documents

From the Filing

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 VISTRA CORP. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 OTHER INFORMATION Table of Contents Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 2024 Annual Meeting of Stockholders: Wednesday, May 1, 2024, at 9:00 a.m. (CT) Virtual Meeting (Register in advance at: www.proxydocs.com/VST ) Whether or not you will be able to attend the 2024 Annual Meeting, please vote your shares promptly so that you may be represented at the meeting. Table of Contents Vistra Corp. 6555 Sierra Drive Irving, Texas 75039 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Place: Virtual Meeting Register in advance at: www.proxydocs.com/VST Time and Date: 9:00 a.m. (CT) Wednesday, May 1, 2024 Record Date: March 22, 2024 To the Stockholders of Vistra Corp.: The 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting") of Vistra Corp. (the "Company" or "Vistra") will be held for the following purposes: 1. To elect the 10 directors named in this proxy statement and nominated by the Board of Directors (the "Board") to serve on the Board until the 2025 annual meeting of stockholders (the "2025 Annual Meeting"); 2. To approve, on a non-binding advisory basis, the 2023 compensation of the Company's named executive officers; 3. To approve, on a non-binding advisory basis, whether the advisory stockholder vote on the compensation of named executive officers should occur every one, two or three years; 4. To approve an amendment to the Vistra Corp. 2016 Omnibus Incentive Plan (as amended and restated, the "2016 Incentive Plan") to increase the number of shares available for issuance to plan participants under the 2016 Incentive Plan; and 5. To ratify the selection of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm for the year ending December 31, 2024. Additionally, if needed, the stockholders may act upon any other matters that may properly come before the 2024 Annual Meeting (including a proposal to adjourn the meeting to solicit additional proxies) or any reconvened meeting after an adjournment or postponement of the meeting. In order to attend the 2024 Annual Meeting, you must register in advance at www.proxydocs.com/VST prior to the deadline of April 26, 2024 at 5:00 p.m. (ET). Following registration, you will immediately receive a confirmation e-mail, which will include information about when you should expect to receive a unique link to gain access to the meeting. Whether or not you will be able to attend the meeting, PLEASE VOTE YOUR SHARES PROMPTLY BY EITHER SIGNING AND RETURNING THE ACCOMPANYING PROXY CARD OR CASTING YOUR VOTE VIA TELEPHONE OR THE INTERNET AS DIRECTED ON THE PROXY CARD. By Order of the Board of Directors, Yuki Whitmire Vice President, Associate General Counsel, and Corporate Secretary April 3, 2024 Table of Contents TABLE OF CONTENTS Proxy Summary Information 1 Proxy Statement 7 Proposal 1 – Election of Directors 8 Corporate Governance 19 Director Qualifications and Nomination Process 19 Corporate Governance Overview 22 Director Independence 23 Board Leadership Structure 23 Meetings of The Board and its Committees 24 Our Commitment to Sustainability 27 Board Risk Oversight 34 Stockholder and Stakeholder Engagement 38 Communications With Directors 39 Corporate Governance Documents 40 Code of Conduct 40 Complaint and Reporting Procedures for Accounting and Auditing Matters 40 Business Relationships and Related Person Transactions Policy 40 Charitable Contributions 41 Insider Trading Policy and Prohibition on Hedging And Pledging 41 Management 42 Compensation Discussion and Analysis 45 Executive Summary 45 Performance Overview 45 Corporate Governance Practices 48 2023 Compensation Overview 51 Compensation Policies and Practices 58 Compensation Committee Interlocks and Insider Participation 61 Social Responsibility & Compensation Committee Report 61 Compensation Tables 62 Summary Compensation Table – 2023 62 Grants of Plan-Based Awards – 2023

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