Sector: Utilities
PPL CORP · Meeting: May 13, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2020 (within 6 years), no overboarding concerns, strong utility/finance credentials, and PPL's 3-year TSR of +55.4% outperforms the XLU ETF by +4.3pp — well below the 65pp threshold needed to trigger a no vote.
Director since 2011 with relevant technology, cybersecurity, and marketing expertise; no overboarding issues; and PPL's TSR substantially outperforms the ETF benchmark, so no performance-based concern applies.
Director since 2021 (within 24 months of meeting is not the case, but she joined over 24 months ago); no overboarding issues; brings relevant technology and clean-energy expertise; TSR trigger does not apply given PPL's strong absolute and relative returns.
Independent Chair since 2005 with extensive executive leadership and risk-management experience; holds one outside public board seat (ORGN) plus PPL, well within the four-board limit; TSR trigger does not apply.
CEO and management director since 2020; deep utility-industry expertise; PPL's 3-year TSR of +55.4% outperforms XLU by only +4.3pp, well short of the 65pp threshold, so the TSR trigger does not apply even to this executive director.
Director since 2023 (fewer than 24 months at the 2025 meeting but now over 24 months); holds one additional public board seat (NorthWestern Energy) as non-executive chair, within limits; brings deep regulated-utility CFO experience; TSR trigger does not fire.
Director since 2005 with strong legal, governance, and regulated-industry background; no overboarding concerns; PPL's strong TSR performance means the director-TSR trigger is not activated.
Director since 2018 with extensive financial executive experience; holds two additional public board seats (Invesco and Leggett & Platt), within the three-outside-board limit; TSR trigger does not apply given PPL's strong relative performance.
Director since 2014 with relevant technology, operations, and international-business experience; no overboarding issues; TSR trigger does not fire given PPL's solid absolute and relative returns.
All nine director nominees pass the policy screens: PPL's 3-year total return of +55.4% exceeds the XLU sector ETF by +4.3 percentage points, well below the 65pp underperformance threshold required to trigger a no vote for a company with strong positive returns. No director is overboarded, no attendance issues were reported (100% attendance in 2025), and all audit committee members have demonstrated financial expertise. The vote is FOR all nine nominees.
CEO
Vincent Sorgi
Total Comp
$13,221,331
Prior Support
96%%
CEO total compensation of approximately $13.2 million is within a reasonable range for a large-cap regulated utility CEO ($29B market cap), and the prior Say on Pay vote received over 96% shareholder support, well above the 70% threshold. Pay structure is strongly performance-oriented — 88% of CEO target pay is at-risk and 73% is explicitly performance-based — with long-term incentives tied to three-year relative TSR, earnings growth, and sustainability metrics that have clear, measurable targets. The pay-for-performance alignment is confirmed by PPL's 3-year TSR ranking at the 71st percentile versus the UTY peer index, which drove the 2023–2025 performance unit payout at 161% of target, consistent with actual shareholder value delivered. The company also maintains a meaningful clawback policy and independent compensation committee oversight, and the People and Compensation Committee exercised negative discretion to reduce incentive payouts following a 2025 workplace fatality, demonstrating genuine accountability.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$6,380,000
Non-Audit Fees
$1,119,000
Non-audit fees (audit-related fees of $96K + tax fees of $1,017K + other fees of $6K = $1,119K) represent approximately 17.5% of audit fees ($6,380K), well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire per policy. PPL is a large-cap company and Deloitte is a Big 4 firm, satisfying the auditor-adequacy requirement. All fees were pre-approved by the Audit Committee.
PPL's 2026 annual meeting ballot presents four proposals: director elections, Say on Pay, an equity plan amendment, and auditor ratification. All standard governance screens pass — strong TSR performance, clean auditor fee ratios, high prior Say on Pay support, and a performance-oriented executive compensation structure — resulting in FOR votes on all covered proposals.
