Targa Resources Corp

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect four Class I directors — Paul W. Chung, Charles R. Crisp, Laura C. Fulton and R. Keith Teague — each to serve until the 2029 annual meeting of stockholders.

2. 2

   Ratification of Selection of Independent Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2026.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025, as disclosed in the proxy statement.

   More detail

   This advisory (non-binding) proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy materials for fiscal 2025. Management is seeking shareholder approval to confirm that its compensation philosophy — which emphasizes performance-based pay, a mix of short-term cash incentives and long-term equity incentives (50% PSUs and 50% RSUs), and specific metrics tied to adjusted EBITDA, adjusted CFFO per share, 3‑year ROIC, operational execution, sustainability and safety — is supported by investors. The Compensation Committee uses an independent consultant (Meridian) and applies both quantitative and qualitative assessments to annual bonus funding, with capped payout mechanics and a total plan cap; long-term PSUs are tied to relative TSR versus the Alerian US Midstream Index (target at the 55th percentile, maximum 250%). The board highlights several governance and risk-mitigation features — clawback policy, stock ownership guidelines, no single-trigger CIC vesting or excise tax gross-ups, annual compensation risk assessment — intended to align management incentives and limit excessive risk-taking. The proxy notes strong historical shareholder support for say-on-pay (94% in 2025) and describes robust shareholder outreach, frequent engagement and the Board’s commitment to consider vote outcomes when setting future compensation. Notwithstanding these features, the proposal occurs in the context of materially high realized and potential pay levels (notably substantial equity grants and a CEO pay ratio of ~145:1), which can attract investor scrutiny; the non-binding nature means that, even if not passed overwhelmingly, the Board will evaluate investor feedback rather than be compelled to change specific elements. Overall, the Board recommends FOR the proposal on the basis that the program is designed to attract and retain executives, tie pay to multi-year performance and align executives’ interests with long-term shareholder value, while retaining discretion to refine plan design in response to shareholder feedback.

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When is the Targa Resources Corp 2026 annual meeting?

Targa Resources Corp (TRGP) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Targa Resources Corp 2026 meeting?

The record date for the Targa Resources Corp 2026 meeting is Tuesday, March 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Targa Resources Corp's 2026 meeting?

The board is presenting 4 director nominees at the Targa Resources Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Targa Resources Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Targa Resources Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.