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VST · Annual meeting · Wednesday, April 29, 2026

Vistra Corp

11 nominees · 3 ballot items.

Election of 11 directors; advisory (non-binding) approval of 2025 executive compensation (say-on-pay); ratification of Deloitte & Touche LLP as independent auditors for 2026.

Market cap
$54.0B
1Y TSR
-17.5%
Board grade
B+
Record date
Mar 3, 2026
Filing
DEF 14A
View proxy filingMeeting page
Meeting concluded · Apr 29, 2026

Follow how the vote landed and what changed on Vistra Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.

Start free trialView VST
Proposals

On the ballot3

  1. 1

    Election of Directors

    ManagementBoard: FOR

    Election of 11 nominated directors to serve until the 2027 annual meeting.

  2. 2

    Advisory Vote to Approve 2025 Compensation of Named Executive Officers (Say-on-Pay

    ManagementBoard: FOR

    Non-binding, advisory vote to approve the compensation of the Company’s named executive officers for 2025.

    More detail

    This proposal asks shareholders to cast a non-binding advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy. Management seeks endorsement to validate its pay-for-performance program which emphasizes at-risk compensation: a substantial portion of NEO pay is performance-based (e.g., AIP and PSUs), with PSUs comprising 65% of LTI awards and AIP linked to Adjusted EBITDA, Adjusted FCFbG, and operational indices. The Board and the Social Responsibility and Compensation Committee recommend a vote FOR, citing strong 2025 performance (e.g., Ongoing Operations Adj. EBITDA of $5,912 million and Adj. FCFbG of $3,592 million), robust governance practices (clawbacks, stock ownership guidelines, independent compensation consultant), and positive stockholder feedback in prior say-on-pay votes (over 97% support in 2025). The vote is advisory and will be considered in future compensation decisions.

  3. 3

    Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2026

    ManagementBoard: FOR

    Ratify the appointment of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Director elections

Nominees on the ballot11

Hilary E. Ackermann
Independent
Tenure on this board
8.3 yrs
Also a director at
Eco Wave Power Global AB (PUBL) (WAVE)
Arcilia C. Acosta
Independent
Tenure on this board
6.4 yrs
Also a director at
Magnolia Oil & Gas Corp (MGY)
Lisa Crutchfield
Independent
Tenure on this board
6.4 yrs
Also a director at
Fulton Financial Corp (FULT)
Ownership

Top institutional holders10

Latest 13F quarter
1VANGUARD CAPITAL MANAGEMENT LLC6.3%21,393,960$3.2B
2VANGUARD PORTFOLIO MANAGEMENT LLC5.0%16,902,218$2.5B
3STATE STREET CORP5.0%16,770,480$2.5B
4BlackRock, Inc.4.2%14,052,043$2.1B
5FMR LLC3.9%13,275,936$2.0B
6GEODE CAPITAL MANAGEMENT, LLC2.4%8,033,371$1.2B
7BlackRock, Inc.2.0%6,782,381$1.0B
8LONE PINE CAPITAL LLC1.8%6,187,585$930M
9MORGAN STANLEY1.5%5,219,337$785M
10MASSACHUSETTS FINANCIAL SERVICES CO /MA/1.0%3,370,913$507M
Filings

Recent key filings

Periodic reports
Definitive proxies
Peers

Other Utilities sector meetings6

Nearest market cap

Upcoming shareholder meetings at Vistra Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

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Consolidated Edison IncED
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Reference

Frequently asked questions

When is the Vistra Corp 2026 annual meeting?
Vistra Corp (VST) holds its 2026 annual shareholder meeting on Wednesday, April 29, 2026.
What is the record date for the Vistra Corp 2026 meeting?
The record date for the Vistra Corp 2026 meeting is Tuesday, March 3, 2026. Shareholders of record on or before that date are eligible to vote.
Who are the director nominees for Vistra Corp's 2026 meeting?
The board is presenting 11 director nominees at the Vistra Corp 2026 meeting, listed with their independence status and background.
What proposals will shareholders vote on at the Vistra Corp 2026 meeting?
Shareholders will vote on 3 proposals at the Vistra Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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