Not independent
Tenure on this board
3.4 yrs
11 nominees · 5 ballot items.
Elect 11 directors; advisory vote on executive compensation (say-on-pay); three management proposals to eliminate supermajority voting requirements (business combinations, removal of directors without cause, by-law amendments); approve increase of 3,000,000 shares under the Employee Stock Purchase Plan (ESPP); ratify Deloitte & Touche LLP as independent auditor for 2026.
Election of eleven Directors to hold office until the 2027 Annual Meeting or until successors are elected and qualified.
Non-binding shareholder advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement (say-on-pay).
Three related management proposals to amend the Certificate of Incorporation and By-Laws to eliminate provisions requiring an 80% supermajority vote for certain business combinations, removal of directors without cause, and certain by-law amendments, replacing them with a majority of shares outstanding standard.
Approve increase of 3,000,000 shares to the ESPP reserve to ensure sufficient shares for continued employee participation; no other plan terms change.
The proposal asks shareholders to approve an increase of 3,000,000 common shares available under PSEG’s Employee Stock Purchase Plan (ESPP). Management seeks this approval because the current reserve (approximately 672,250 shares as of Dec 31, 2025) is insufficient to sustain the ESPP beyond 2027 at current participation rates. The board states the ESPP aligns employee and shareholder interests, aids retention and recruitment, and supports employee financial wellness by enabling purchases at a 5% (represented) or 10% (non-represented) discount. No other plan amendments are proposed, and the O&CC and Board unanimously recommended the increase. If approved, PSEG will register the additional shares on Form S-8 and expects the additional 3,000,000 shares to last roughly ten years at current participation. The vote is a standard “majority of votes cast” approval; broker non-votes and abstentions have no effect. Investors should consider dilution (approx. 0.6% of outstanding shares as of Feb 20, 2026) and the expected longevity of the plan’s reserve, balanced against the retention and alignment benefits and normal event-driven filings and limits on program amendments without shareholder approval.
Ratify appointment of Deloitte & Touche LLP as PSEG’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.51% | 32,424,594 | $2.6B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.07% | 30,252,193 | $2.4B |
| 3 | STATE STREET CORP | 5.84% | 29,082,243 | $2.4B |
| 4 | BlackRock, Inc. | 4.54% | 22,615,509 | $1.8B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.30% | 11,467,353 | $924M |
| 6 | BlackRock, Inc. | 2.19% | 10,914,271 | $884M |
| 7 | Capital Research Global Investors | 2.12% | 10,570,550 | $856M |
| 8 | BANK OF AMERICA CORP /DE/ | 1.98% | 9,882,359 | $800M |
| 9 | Capital World Investors | 1.06% | 5,286,331 | $428M |
| 10 | BlackRock, Inc. | 0.98% | 4,888,166 | $396M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.