EVERGY INC (EVRG)
Sector: Utilities
2026 Annual Meeting Analysis
EVERGY INC · Meeting: May 5, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since 2021; Evergy's 3-year stock return of 56.4% outperforms the XLU utilities ETF benchmark by +5.3 percentage points, well below the 65-point gap required to trigger a vote against under the strong-positive TSR tier, and no other policy concerns apply.
Lead Independent Director since 2003 with strong governance credentials; stock performance does not trigger a vote against (gap is only +5.3pp vs. the 65pp threshold), attendance is adequate, and no overboarding or other policy concerns are present.
Director since 2020 with extensive utility, accounting, and finance expertise; TSR trigger does not apply (gap +5.3pp vs. 65pp threshold), and he chairs the Audit Committee with CPA credentials satisfying financial expertise requirements.
Director since 2021 with deep energy policy and regulatory experience; TSR trigger does not apply, attendance is adequate, and no other policy concerns are present.
Director since 2004 with substantial financial expertise as a former CFO and multiple audit committee chairmanships; TSR trigger does not apply, and she chairs the Compensation Committee with no independence or attendance concerns.
Director since 2013 with deep utility operations expertise as a former CEO of a regulated electric utility; TSR trigger does not apply, and no overboarding or attendance concerns are present.
Director since 2024, which is within the 24-month new-director exemption window, so the TSR trigger is not applied; he brings management, legal, and financial expertise and no other policy concerns apply.
Director since 2016 with senior human resources and governance experience; TSR trigger does not apply, attendance is adequate, and no independence or overboarding concerns are present.
Director since 2025, well within the 24-month new-director exemption from the TSR trigger; brings operational and supply-chain leadership experience and no other policy concerns apply.
Director since 2022 with specialized nuclear operations expertise critical for Evergy's Wolf Creek plant; TSR trigger does not apply, and no attendance or independence concerns are present.
Director since 2023 with digital, financial, and community engagement expertise; TSR trigger does not apply given the strong positive stock performance, and no other policy concerns are present.
Director since 2021 with extensive energy industry, finance, and operational turnaround expertise; TSR trigger does not apply (gap +5.3pp vs. 65pp threshold), and no overboarding or attendance concerns are present.
All 12 director nominees receive a FOR vote. Evergy's 3-year total shareholder return of 56.4% outperforms the XLU utilities ETF by +5.3 percentage points — well short of the 65-point gap required to trigger a vote against under the strong-positive TSR tier. Two directors (Newton, Rolph) joined within the past 24 months and are exempt from the TSR trigger. The board discloses a skills matrix, all audit committee members have demonstrated financial expertise, independence designations are appropriate, and all directors met the 75% attendance threshold in 2025.
Say on Pay
✓ FORCEO
Mr. David A. Campbell
Total Comp
$9,537,018
Prior Support
94%%
CEO total compensation of approximately $9.5 million is reasonable for a large-cap regulated utility with a $19 billion market cap, and strong prior shareholder support of 94% signals no major shareholder concern. The pay program is well-structured: 70% of long-term equity awards are performance-based stock awards tied to multi-year relative total shareholder return, cumulative adjusted earnings per share, and an environmental metric, satisfying the requirement that variable pay be meaningful and tied to measurable outcomes. The 2023-2025 performance stock awards paid out at 106.4% of target, consistent with Evergy's above-peer TSR performance over that period, reflecting appropriate pay-for-performance alignment. The company has a clawback policy, no tax gross-ups, no employment agreements, and robust stock ownership requirements including 6x salary for the CEO.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$5,334,525
Non-Audit Fees
$182,285
Non-audit fees (audit-related fees of $85,000 + tax fees of $95,390 + other fees of $1,895 = $182,285) represent approximately 3.4% of audit fees of $5,334,525, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy. Deloitte & Touche is a Big 4 firm fully adequate for a $19 billion market cap utility.
Overall Assessment
The 2026 Evergy annual meeting presents three standard proposals: election of 12 directors, ratification of Deloitte & Touche as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR vote — the director slate is well-qualified with no TSR, attendance, or independence concerns, the auditor fee structure is clean with non-audit fees well below the independence threshold, and the executive compensation program is performance-weighted with strong pay-for-performance alignment and 94% prior-year shareholder support.