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8-K

Entergy Corp /De/ (ETR)

8-K 2024-05-07 For: 2024-05-03
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Added on April 12, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 3, 2024
Entergy Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-11299 72-1229752
(State or other jurisdiction<br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)
639 Loyola Avenue, New Orleans, Louisiana 70113
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (504) 576-4000
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class Trading<br>Symbol Name of Each Exchange<br>on Which Registered
Common Stock, $0.01 Par Value ETR New York Stock Exchange
Common Stock, $0.01 Par Value ETR NYSE Chicago, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 3, 2024, Entergy Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (“Annual Meeting”). At the Annual Meeting, the Company’s shareholders: 1) elected the 11 directors nominated by the Company’s Board of Directors to serve until the 2025 Annual Meeting of Shareholders and until their successors are elected and qualified; 2) ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024; and 3) approved an advisory resolution to approve named executive officer compensation. The proposals are further described in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 22, 2024.

The table below sets forth the number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Company's shareholders.

Proposal 1 – Election of Directors

Nominee Voted For Voted Against Abstentions Broker Non-Votes
Gina F. Adams 170,777,610 2,501,277 323,592 15,062,400
John H. Black 171,449,254 1,807,101 346,124 15,062,400
John R. Burbank 172,496,771 723,222 382,486 15,062,400
Kirkland H. Donald 172,160,903 1,103,428 338,148 15,062,400
Brian W. Ellis 170,435,230 2,783,493 383,756 15,062,400
Philip L. Frederickson 172,661,434 605,161 335,884 15,062,400
M. Elise Hyland 172,560,879 676,320 365,280 15,062,400
Stuart L. Levenick 149,299,997 23,947,319 355,163 15,062,400
Blanche L. Lincoln 168,620,966 4,667,111 314,402 15,062,400
Andrew S. Marsh 166,189,953 7,069,634 342,892 15,062,400
Karen A. Puckett 170,511,022 2,733,700 357,757 15,062,400

Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants for 2024

Voted For Voted Against Abstentions
177,414,856 11,022,635 227,388

Proposal 3 –    Advisory Vote on Named Executive Officer Compensation

Voted For Voted Against Abstentions Broker Non-Votes
165,636,129 7,383,718 582,632 15,062,400

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Entergy Corporation
By:     /s/ Marcus V. Brown
Marcus V. Brown<br><br>Executive Vice President and<br><br>General Counsel
Dated: May 7, 2024