PPL : 2026 Proxy Statement

About this update from Ppl Corporation

2026 PROXY REPORT PPL CORPORATION CRAIG A. ROGERSON INDEPENDENT CHAIR OF THE BOARD Message to Our Shareowners Dear Shareowner: On behalf of the Board of Directors, thank you for your continued investment in PPL Corporation. We are pleased to invite you to our virtual 2026 Annual Meeting of Shareowners. 2025 was a year of consistent execution against the priorities PPL's Board and management set - operationally, financially and strategically. PPL delivered strong operating results, including top-quartile or near-top-quartile electric reliability, top-decile generation performance, better-than-targeted gas leak response times and consistent storm response. Financially, PPL achieved ongoing earnings in line with the midpoint of its 2025 ongoing earnings forecast and increased the common stock dividend from 2024 by approximately 6 percent. At the same time, the company continued to strengthen and modernize its electric and gas systems, executing $4.4 billion of critical infrastructure investments. These investments are focused on protecting the grid from more frequent and severe storms, preparing it for greater two-way power flows from distributed energy resources, building new generation in Kentucky and deploying smart grid technologies that support efficient operations and long-term reliability. As electricity demand grows - driven by data centers and advanced manufacturing -PPL continues to advance solutions that expand supply responsibly while protecting customers. This included creating a joint venture with Blackstone Infrastructure to develop new generation under long-term contracts to serve new data center demand. By aligning new generation with new demand, this approach will support reliability and mitigate upward pressure on electricity prices for other customers while enabling important economic development. The Board continues to emphasize disciplined planning, customer protections and appropriate cost allocation so large new loads bear the costs they create. PPL also continued modernizing its technology and operating platforms to improve customer and employee experiences and further drive efficiency. In 2025, PPL achieved $170 million in annual operations and maintenance savings, compared to the 2021 baseline, to keep energy affordable. PPL is dedicated to supporting the people and places where our employees live and serve. The company and its affiliated foundations contributed more than $15 million in 2025 to organizations and programs working to improve quality of life and help communities thrive. In addition, PPL employees volunteered more than 28,000 hours of their time last year to directly help those in need. The energy industry is changing rapidly, and PPL is well-positioned for what comes next. With an experienced leadership team, engaged Board oversight and more than 6,500 skilled employees, management remains focused on executing the company's Utility of the Future strategy - creating stronger, smarter, cleaner and more efficient utilities that will affordably deliver value for customers and long-term returns for shareowners. On behalf of the Board of Directors, we appreciate your continued support and encourage you to review the proxy materials and vote your shares at the Annual Meeting. Sincerely, Craig A. Rogerson PPL CORPORATION Mailing Address: 645 Hamilton Street Allentown, Pennsylvania 18101 Notice of 2026 Annual Meeting of Shareowners Date May 13, 2026 Time Online check-in begins: 8:45 a.m. Eastern Time Meeting begins: 9:00 a.m. Eastern Time Place The meeting will be conducted virtually via a live audio webcast. Please visit: https://www.virtualshareholdermeeting.com/PPL2026 . Items of Business To elect nine directors, as listed in this Proxy Statement, for a term of one year. To conduct an advisory vote to approve the compensation of our named executive officers. To approve the PPL Corporation Second Amended and Restated 2012 Stock Incentive Plan. To ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2026. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. Record Date You can vote if you were a shareowner of record on March 4, 2026. Proxy Voting Your vote is important. Please vote your shares by voting on the internet, by telephone or by completing and returning your proxy card. For more details, see the information beginning on page 94. This year's Annual Meeting will be conducted virtually via a live audio webcast. The virtual meeting format provides efficient and effective access to our shareowners and affords shareowners the same rights as if the meeting were held in person. You will be able to attend the Annual Meeting online, vote your shares electronically during the meeting and ask questions in accordance with our rules of conduct for the meeting by visiting https://www.virtualshareholdermeeting.com/PPL2026 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or the voting instructions that accompanied your proxy materials. On Behalf of the Board of Directors, Jeffrey R. Jankowski Corporate Secretary April 1, 2026 Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to Be Held on May 13, 2026: This Proxy Statement and the Annual Report to Shareowners are available at https://www.pplweb.com/PPLCorpProxy QUICK INFORMATION The following charts provide quick information about PPL Corporation's 2026 Annual Meeting of Shareowners and our corporate governance and executive compensation practices. These charts do not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting. We first released this proxy statement and the accompanying materials to shareowners on or about April 1, 2026. ANNUAL MEETING INFORMATION DATE & TIME Wednesday, May 13, 2026 9:00 a.m. Eastern Time LOCATION The Annual Meeting will be held virtually at https://www.virtualshareholdermeeting.com/PPL2026 RECORD DATE March 4, 2026 Proposals That Require Your Vote Board More Proposal Voting Options Recommendation Information Proposal 1 FOR, AGAINST or ABSTAIN FOR each Page 6 Election of Directors for each Director Nominee Nominee Proposal 2 FOR, AGAINST or ABSTAIN FOR Page 35 Advisory Vote to Approve Compensation of Named Executive Officers Proposal 3 FOR, AGAINST or ABSTAIN FOR Page 83 Approval of the PPL Corporation Second Amended and Restated 2012 Stock Incentive Plan Proposal 4 FOR, AGAINST or ABSTAIN FOR Page 91 Ratification of the Appointment of Independent Registered Public Accounting Firm See information beginning on page 94 on how you can vote. Corporate Governance and Compensation Facts Corporate Governance or Compensation Matter PPL's Practice 10 Current Number of Directors Board Composition, Leadership and Operations Independence of Current Directors 90% Board Committee Membership Independence (except Executive Committee and ad hoc committees) Yes Independent Chair of the Board Yes Voting Standards in Director Elections: Majority with Plurality Carve-out for Contested Elections Yes Annual Director Elections for All Directors Yes Resignation Policy in Uncontested Elections Yes Limits on Director Service on Other Boards Yes Corporate Governance or Compensation Matter PPL's Practice Yes (75) Mandatory Retirement Age Board Composition, Leadership and Operations Mandatory Tenure No Average Nominee Age 66 Average Nominee Tenure 10 years Directors Attending Fewer than 75% of Meetings None Number of Board Meetings Held in 2025 6 Annual Board and Committee Self-Evaluation Process Yes Proxy Access Bylaw Yes Total Number of Board and Committee Meetings Held in 2025 27 Yes Board and Committee Oversight of Safety Governance and Sustainability Practices Independent Directors Meet without Management Present Yes Board and Committee Oversight of Sustainability Disclosure Yes Board Oversight of Cybersecurity Yes Code of Conduct for Directors, Officers and Employees Yes Board Oversight of Corporate Culture Yes Insider Trading Policy Includes Anti-hedging and Anti-pledging Policy Yes Robust Stock Ownership Policies Yes Long-Term Incentives Aligned with Sustainability Goals Yes Shareowner Engagement Practice Yes Voluntary Framework Disclosures (GRI, TCFD, SASB & EEI-AGA) Yes Carbon Reduction Goal Includes Net-Zero by 2050 Yes Equal Employment Demographic Metrics Disclosure (EEO-1 Report) Yes Corporate Political Contribution Policy and Related Disclosure Yes Environmental Policy Statement Yes Climate Policy Principles Yes Human Rights Policy Statement Yes Health and Safety Policy Statement Yes Material Related-Party Transactions with Directors None Supplier Code of Conduct Yes 74:1 CEO Pay Ratio Compensation Practices Independent Auditor Deloitte & Touche LLP Employment Agreements for Executive Officers No Compensation Recoupment (Clawback) Policy Yes Double-Trigger Change-in-Control Provisions Yes Pay-for-Performance Yes Performance-based Percentage of 2025 CEO Long-term Incentive Compensation 73% Percentage of 2025 CEO Incentive Compensation at Risk 88% Annual Risk Assessment of Compensation Policies and Practices Yes Tax "Gross-ups" for Change-in-Control Severance Agreements None Independent Compensation Consultant Frederic W. Cook & Co., Inc. TABLE OF CONTENTS PROXY SUMMARY 1 BOARD OF DIRECTORS Proposal 1: Election of Directors 6 Our Nominees Standing for Election 9 GOVERNANCE OF THE COMPANY Board of Directors 18 Board Committees 22 The Board's Role in Risk Oversight 28 Compensation of Directors 30 STOCK OWNERSHIP Directors, Executive Officers and Certain Beneficial Owners 32 Delinquent Section 16(a) Reports 33 TRANSACTIONS WITH RELATED PERSONS 34 EXECUTIVE COMPENSATION Proposal 2: Advisory Vote to Approve Compensation of the Named Executive Officers 35 People and Compensation Committee Report 36 Compensation Discussion and Analysis (CD&A) 36 Named Executive Officers 37 2025 Performance Achievements and Pay Alignment 37 Overview of PPL's Executive Compensation Program 41 2025 Named Executive Officer Compensation 44 Governance Policies Underpinning our Compensation Program 58 Additional Information 60 Executive Compensation Tables 61 Summary Compensation Table (SCT) 61 Grants of Plan-Based Awards During 2025 63 Outstanding Equity Awards at Fiscal Year-End 2025 64 Stock Vested in 2025 66 Pension Benefits in 2025 67 Nonqualified Deferred Compensation in 2025 69 Potential Payments Upon Termination or Change in Control of PPL Corporation 70 CEO Pay Ratio 78 Pay Versus Performance 79 Proposal 3: Approval of the PPL Corporation Second Amended 83 and Restated 2012 Stock Incentive Plan AUDIT COMMITTEE MATTERS Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm 91 Fees to Independent Auditor for 2025 and 2024 91 Report of the Audit Committee 92 GENERAL INFORMATION 94 ANNEX A Reconciliation of Financial Measures A-1 ANNEX B Second Amended and Restated 2012 Stock Incentive Plan B-1 Forward-Looking Statements Website References Throughout this proxy statement, we identify certain materials that are available in full on our website. The information contained on, or available through PPL's internet website is not and shall not be deemed to be, incorporated by reference in this proxy statement. Forward-looking Statements and Non-GAAP Financial Measures This proxy statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as "will," "likely," "believe," "expect," "plans," "intends," "may," "strategy," "target," "goals," "anticipate," and other similar words, and include, without limitation, statements about our future goals, strategy, plans, earnings or dividend growth. These statements are subject to certain risks, uncertainties, and other factors, which could cause actual results to differ materially from those anticipated. Such risks include those contained in PPL's Annual Report on Form 10-K for the year ended December 31, 2025 and other documents PPL files with the Securities and Exchange Commission. These risks are not comprehensive and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Any forward-looking statements made by PPL speak only as of the date on which they are made. PPL is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise. This proxy statement, including the "Compensation Discussion and Analysis" section, contains references to "earnings from ongoing operations" or "ongoing earnings" or "ongoing earnings per share" of PPL. This is a measure of financial performance used by PPL, among other things, in making incentive compensation grants and awards to executive officers. It is not, however, a financial measure prescribed by generally accepted accounting principles, or GAAP. This non-GAAP financial measure adjusts "net income" also known as "reported earnings" (which is a GAAP financial measure) for certain special items, with potential further adjustments for compensation purposes. For a reconciliation of earnings from ongoing operations to reported earnings, as well as a description and itemization of the special items and other adjustments used to derive earnings from ongoing operations for PPL, please see Annex A to this proxy statement. ‌PROXY SUMMARY This summary highlights information found elsewhere in this proxy statement. It does not contain all of the information you should consider in voting your shares. Please refer to the complete proxy statement and 2025 Annual Report before you vote. We first released this proxy statement and the accompanying materials to shareowners on or about April 1, 2026. VOTING MATTERS AND BOARD VOTING RECOMMENDATIONS Management Proposals Advisory vote to approve the compensation of our named executive officers ... Page 35 . Approval of the PPL Corporation Second Amended and Restated 2012 Stock Incentive Plan ... Page 83 . Ratification of Deloitte & Touche LLP as independent auditor for 2026 ... Page 91 . Your Board recommends a vote FOR each proposal. Election of Directors ... Page 6 . Your Board recommends a vote FOR each nominee. CORPORATE GOVERNANCE HIGHLIGHTS In 2025, PPL continued to advance its utility of the future strategy. Oversight and guidance by our engaged Board of Directors is a driving force to execute on this strategy and our mission to provide safe, affordable, reliable, and sustainable energy to our customers and competitive, long-term returns to our shareowners. Our Board has given significant time and attention to the most material topics for our business, including the priority of our customers and affordability as we power people's homes; PPL's solution-driven approach to resource adequacy particularly with increased demand from artificial intelligence and other large-load customers; the regulatory position of our utilities; our IT Reinvention as we enable a technology-forward OnePPL; and the safety and well-being of our employees, customers and communities. Board refreshment continues to be a thoughtful and involved process, as more senior members of our Board will retire in the coming years. In light of Natica von Althann's forthcoming retirement, our Governance, Nominating and Sustainability Committee has reviewed our board composition based on the skills and experience more fully set forth in "Proposal 1: Election of Directors" beginning on page 6. In March 2026, the Board appointed Linda Sullivan to succeed as Chair of the People and Compensation Committee immediately following the 2026 Annual Meeting of Shareowners. In early 2026, the Board of Directors formed an ad hoc committee to provide focused oversight of workplace safety and culture across the company. The Safety Committee is responsible for overseeing management's ongoing safety efforts, receiving regular and direct updates from the company safety executives, and engaging independent safety experts as appropriate. Safety has long been a core value at PPL and is the lead value in our SPIRIT values (Safety, Passion, Innovation, Responsibility, Integrity and Teamwork), and the Board's focus reflects its commitment to PPL's safety culture and reinforcing clear safety expectations in leadership accountability, decision-making and day-to-day operations across the enterprise. In 2025, we continued our ongoing outreach efforts through dialogue with our shareowners. Senior management, including our CEO, EVP-Utilities and Chief Legal Officer (CLO), and independent Chair of the Board participated in this process and discussed the company's strategy including its approach to meeting increased demand and related disclosures; risk oversight; board composition and refreshment; executive compensation; and corporate governance practices. PERFORMANCE HIGHLIGHTS FOR 2025 S 9 Billion 5 45.2 Billion 5 26 Billion in annual revenue total assets market capitalization 4 3.6 Million+ 6,500+ regulated utility companies utility customers in the U.S. employees 95,000+ Miles 75,000+ GWh 7,200+ MW of electric and gas lines of electricity delivered of regulated generation capacity in KY Note: The information provided on this page is for full 2025 fiscal year, or as of December 3J, 2025, as applicable. 'Savings based on a 202J baseline and driven by the continued deployment of smart grid technology, automation and data science '"Earnings from ongoing operations" or "ongoing earnings" is a non-GAAP financial measure that is adjusted for special items. See Annex A for a reconciliation of earnings from ongoing operations. See page 37 for additional information on PPL's performance highlights for 2025. 2026 DIRECTOR NOMINEES Name Age Director Since Principal Occupation Independent Committee Memberships (1) Arthur P. Beattie 71 2020 Retired Executive Vice President, Chief Financial Officer and Chief Risk Officer, Southern Company ● AC (Chair), EC, FC Raja Rajamannar 64 2011 Senior Fellow and former Chief Marketing & Communications Officer and President, Healthcare, Mastercard Incorporated FC, GNSC Craig A. Rogerson 69 2005 Retired Chairman, President and Chief Executive Officer, Hexion Holdings Corporation Heather B. Redman 61 2021 Co-Founder and Managing Partner, Flying Fish Partners ● AC, FC ● Chair of the Board EC (Chair), PCC, SC (Chair) Vincent Sorgi 54 2020 President and Chief Executive Officer, PPL Corporation Management Director EC, SC Linda G. Sullivan 62 2023 Retired Chief Financial Officer and Executive Vice President, American Water Works Company Inc. AC, PCC (2) , SC Keith H. Williamson 73 2005 President and Director, Centene Foundation, and former Executive Vice President, Secretary and General Counsel, Centene Corporation ● AC, GNSC Phoebe A. Wood 72 2018 Principal of CompaniesWood and retired Vice Chairman and Chief Financial Officer of Brown-Forman Corporation EC, GNSC ● (Chair), PCC, SC Armando Zagalo de Lima 67 2014 Retired Executive Vice President, Xerox Corporation ● EC, FC (Chair), GNSC Committees: AC - Audit EC - Executive FC - Finance GNSC - Governance, Nominating and Sustainability PCC - People and Compensation SC - Safety Committee Ms. Sullivan will become Chair of the People and Compensation Committee and join the Executive Committee, immediately following the 2026 Annual Meeting of Shareowners on May 13, 2026. In selecting director nominees, the Governance, Nominating and Sustainability Committee considers skills, expertise, background, professional experience, education, and other individual characteristics that contribute to the Board's collective strength. PPL does not engage in illegal or discriminatory preferences based on gender, race, ethnicity, national origin or other protected class or status. For more detailed information as to individual nominees, please see "Proposal 1: Election of Directors" beginning on page 6. EXECUTIVE COMPENSATION PROGRAM Overview Our executive compensation program reflects the company's ongoing commitment to pay for performance. The compensation of our named executive officers, or NEOs, is aligned with our corporate strategic framework, which links executive compensation with the interests of our shareowners. In 2025, 88% of the CEO's target compensation opportunity was "at-risk" with a significant portion tied to long-term performance objectives. Compensation Element Features for 2025 Base Salary Annual Cash Incentive Performance Units Based on TSR, EG and LTS 80% of LTI TSR-based Performance Units (50% of Performance Units) PHLX Utility Sector Index (UTY), and beginning with 2024 grants, our compensation peer group EG-based Performance Units (25% of Performance Units) LTS-based Performance Units (25% of Performance Units) Restricted Stock Units 20% of LTI Other Elements Reviewed annually The People and Compensation Committee applies judgment in setting salary to reflect performance, experience and responsibility, and also considers market data Paid in cash Combination of corporate financial performance, critical corporate initiatives, and operational performance, as well as individual performance Capped at two times target payout for top performance Payable in shares of PPL common stock Payout range from 0% to 200% of target, subject to certification of performance at the end of the three-year performance period Dividends accrue quarterly in the form of additional performance units, and vest according to the applicable level of achievement of the performance goal, if any Based on three-year total shareowner return (TSR) performance relative to the Based on three-year compound annual growth rate from the mid-point of the ongoing earnings per share guidance for 2025 compared to the actual ongoing earnings results at the end of the performance period Based on three-year performance of long-term sustainability measures, which in 2025 included employee and contractor leading safety indicators and new generation over the three-year performance period Payable in shares of PPL common stock Restricted stock unit grants made prior to 2025 have three-year cliff vesting, and grants made in 2025 have ratable vesting over the three-year restriction period Dividends accrue quarterly in the form of additional restricted stock units, but are not paid unless and until underlying award vests Limited perquisites Retirement plans Deferred compensation plans Pay for Performance For 2025, we based performance-related compensation targets for the NEOs primarily on (1) corporate earnings per share from ongoing operations, or Corporate EPS, (2) critical corporate initiatives, (3) operational goals, (4) individual performance, (5) relative TSR performance, (6) corporate earnings growth and (7) corporate long-term sustainability metrics. All of our goals align with our commitment to create long-term value for shareowners. Performance-based compensation paid out for 2025 performance resulted in: Annual cash incentive award payouts for NEOs at approximately 116% of target. 2023-2025 performance awards paid out as follows: TSR -based performance units, which comprised 40% of the total LTI grants made to our NEOs in 2023, paid out at 161% of target for the 2023-2025 performance period. EG -based performance units, which comprised 20% of the total LTI grants made to our NEOs in 2023, paid out at 152% of target for the 2023-2025 performance period. Sustainabilit y-based performance units, which comprised 20% of the total LTI grants made to our NEOs in 2023, paid out at 146% of target for the 2023-2025 performance period. ‌ PROPOSAL 1: ELECTION OF DIRECTORS ‌ What are you voting on? The Board of Directors is asking you to elect all nine director nominees to hold office until the next Annual Meeting of Shareowners. Each nominee elected as a director will continue in office until the director's successor has been elected and qualified, or until the director's earlier death, resignation or retirement. VOTE REQUIRED The affirmative vote of a majority of the votes cast, in person or by proxy, by all shareowners voting as a single class, is required to elect each director. For more information about voting, see "General Information - What vote is needed for these proposals to be adopted?" beginning at page 98. Your Board of Directors recommends that you vote FOR each director nominee included in Proposal 1. BOARD OVERVIEW Our director nominees are nine talented individuals who bring a broad mix of skills, experience, and perspectives. The Board provides strong oversight and strategic direction, and it supports senior management to execute our business plan and drive enhanced value for all stakeholders. In compliance with the company's Guidelines for Corporate Governance , Natica von Althann will complete her Board service immediately prior to the 2026 Annual Meeting of Shareowners, which follows her 75th birthday. Ms. von Althann is Chair of the People and Compensation Committee and is a member of the Finance Committee and Executive Committee. We thank Ms. von Althann for her effective and thoughtful service and leadership to our company through the years. Immediately following the 2026 Annual Meeting of Shareowners, the Board size will be reduced from the current ten to nine directors consistent with the number of nominees. Skills, Experience and Attributes of Our Director Nominees Each year, our Board of Directors evaluates its composition to ensure that it collectively reflects the qualifications, backgrounds, experience and perspectives necessary to oversee the company's strategy and risks. Our director nominees bring expertise aligned with our business and long-term strategy, a balance of tenure that provides continuity and fresh perspectives and diverse viewpoints. Importantly, they: have extensive knowledge of and experience in the regulated utility business and other regulated industries; are seasoned senior executives in the areas of corporate finance, capital markets, and accounting; bring deep knowledge of strategic planning, risk management, and operations; understand human capital management and labor relations; provide oversight of safety performance and safety culture across the organization; are adept at identifying, assessing and mitigating risks, including emerging risks in artificial intelligence and cybersecurity; and represent a variety of backgrounds and viewpoints. All members of our Board of Directors have extensive senior executive management experience, enabling the Board to effectively guide and direct company strategy and oversee risk management. The additional key skills of our directors are identified and described below. Risk Management Experience identifying, evaluating, and managing enterprise risk, including both financial and business risks. This experience was gained through senior management roles overseeing or managing a risk function, or through public company board service, including as a member of a public company audit committee. Capital Markets, Finance and Accounting Significant experience in capital markets, corporate finance, or accounting, through managing or serving in such functions at a large public or private company, or through service on a public company board. Directors with expertise in capital markets, finance and accounting promote effective capital allocation, robust controls, and oversight of financial planning for the company. Operations Experience and Safety Experience in senior management of operating companies. Directors with operations experience bring practical expertise to reviewing and overseeing the execution of business plans and bring insights to the challenges and opportunities of our operating utilities. These directors have a demonstrated commitment to promoting a culture of safety, discipline and compliance. This includes evaluating safety performance metrics and supporting management in the development of safety policies and processes. Regulated Industry / Regulated Utility Experience Significant experience as a senior executive of a regulated company, including utilities or companies in the banking, pharmaceutical, energy or financial services industries. The ability to navigate specific industry regulations, while developing and implementing corporate strategy at a senior executive level, gives these directors a distinct perspective on our company's strategic plan and industry as a whole. For directors with specific regulated utility experience, their background allows for a detailed and nuanced understanding of the challenges facing the company and supports contributions to and refinements of the company's strategic direction. Environmental and Sustainability Experience in overseeing, operating or managing the environmental, clean energy, and sustainability initiatives, including corporate social responsibility. Directors with these skills provide effective oversight for our clean energy strategy and our sustainability goals and disclosures. Technology, Digitalization and Innovation Leadership and oversight experience in technology, digital platforms, and innovation. These skills are gained through managing efficiency improvements through technology, implementing enterprise-wide digitalization and automation initiatives, and effectively utilizing disruptive technologies, including artificial intelligence. Our directors use this experience to oversee opportunities to leverage new technologies, navigate AI-related opportunities and risks and improve the business model. Cybersecurity Experience and knowledge of cybersecurity risks and protections of grid operations, technology and data from cyber-attacks. Our directors with cybersecurity skills apply these skills to oversee management's efforts to protect the company's assets from cyber risks. Customer Relationships and Marketing Experience at a national or global organization in customer marketing or branding, including leveraging evolving technologies. This experience translates to a focus on improved customer experience through service, communication, and innovative online initiatives. In addition to senior executive leadership skills held by all of our director nominees, the table below identifies no more than five additional key skills and qualifications of each director nominee. ‌OUR NOMINEES STANDING FOR ELECTION Director since: 2020 Age: 71 Board Committees: Audit (Chair) Executive Finance Skills and Attributes: Risk Management Capital Markets, Finance and Accounting Operations Experience and Safety Regulated Utility Experience ARTHUR P. BEATTIE INDEPENDENT DIRECTOR Key qualifications and skills Mr. Beattie brings to our Board over 40 years of experience in the utility industry, including as chief financial officer and chief risk officer of Southern Company, a large-cap publicly traded utility holding company. He has deep knowledge of the regulated utility industry, and the risks to and opportunities for our company. In particular, Mr. Beattie's considerable experience with debt and equity capital markets, financial planning and reporting, and enterprise risk management makes him a valuable contributor to our Board and our Audit Committee. His utility industry experience in mergers, acquisitions and divestitures has been useful in helping to guide PPL through its strategic repositioning. Additional experience Mr. Beattie has served in multiple senior executive leadership positions for various operating subsidiaries of Southern Company and charitable foundations. He was instrumental in the creation of the Alabama Power Foundation, where he served as a board member and treasurer for 21 years and provided oversight for compliance with Internal Revenue Service regulations. Mr. Beattie also served on the board of Emageon, Inc. as an independent director and Chair of its Audit Committee before the company was acquired in 2009. Career Overview Retired Executive Vice President, Chief Financial Officer and Chief Risk Officer (2010-2018), Southern Company, an American gas and electric utility holding company based in the southern United States (Southern) Executive Vice President and Chief Financial Officer (2005-2010), Alabama Power Company, a utility subsidiary of Southern Prior to 2005, served in various executive, officer and management positions for nearly three decades at Alabama Power Company, including as a Vice President, Comptroller and Treasurer Director since: 2011 Age: 64 Board Committees: Finance Governance, Nominating and Sustainability Skills and Attributes: Risk Management Environmental and Sustainability Technology, Digitalization and Innovation Cybersecurity Customer Relationships and Marketing RAJA RAJAMANNAR INDEPENDENT DIRECTOR Key qualifications and skills Mr. Rajamannar has extensive senior executive experience, focused on improving customer outcomes through technology. During his time at Mastercard, Mr. Rajamannar supported the company's successful navigation of highly regulated environments by leading transformational strategies that leveraged technology and digital automation. His experience in managing risk while leading change for large, regulated, consumer-facing businesses adds value to our Board. His experience in cybersecurity, launching digital technology platforms and optimizing data analytics are all highly relevant areas of expertise as PPL invests in digitalization. Mr. Rajamannar also has extensive experience in customer-focused marketing and communications, which is essential to providing effective oversight as PPL evolves its customer experience. Additional experience Mr. Rajamannar has led sustainability initiatives within the global marketing space, including Mastercard's participation in the World Federation of Advertisers program to combat climate change. In addition, he specialized in environmental management and sustainability as part of his post-graduate studies. Career Overview Senior Fellow (2025-present), Mastercard Incorporated, a technology company in the global payments industry (Mastercard) Chief Marketing & Communications Officer (2013-2025), Mastercard President, Healthcare (2016-2025), Mastercard Executive Vice President, Senior Business, and Chief Transformation Officer (2012-2013) of WellPoint, Inc. (now known as Elevance Health, Inc.), a managed care company Senior Vice President and Chief Innovation and Marketing Officer (2009-2012) for Humana Inc., a health insurance company Various senior management marketing and sales positions with (1994-2009) Citigroup, a global bank Various sales and product management roles (1988-1994) with Unilever, a global consumer goods company Director since: 2021 Age: 61 Board Committees: Audit Finance Skills and Attributes: Risk Management Capital Markets, Finance and Accounting Environmental and Sustainability Technology, Digitalization and Innovation Cybersecurity HEATHER B. REDMAN INDEPENDENT DIRECTOR Key qualifications and skills Ms. Redman brings to our Board extensive experience in advanced technologies, from artificial intelligence to big data to machine learning, including with applications for the energy sector. Her technology experience is critical as PPL creates the utilities of the future. Ms. Redman possesses a unique background and essential skills for oversight of our strategic transformation, pairing legal, operational and financial acumen with knowledge of emerging technologies. Additional experience Ms. Redman has notable strength in the area of disruptive cleantech for renewable energy and sustainability, having spent more than a decade in operational roles at Summit Power Group, a leading developer of clean energy projects. Her extensive career experience also includes service as general counsel of Getty Images, a publicly traded digital media company. Ms. Redman has completed the National Association of Corporate Directors (NACD) CERT Certificate in Cybersecurity Oversight and has received the NACD Directorship Certification. Career Overview Co -Founder and Managing Partner (2016-present), Flying Fish Partners, a venture capital firm investing in early stage artificial intelligence and machine learning startups, including energy-related applications Vice President of Business Operations (2014-2017), Indix Corporation, a big data artificial intelligence startup Principal and Senior Vice President (2001-2014), Summit Power Group, a leading developer of clean energy projects Served in executive leadership positions with Atom Entertainment, PhotoDisc and Getty Images Member of the North American Advisory Board for The Hawthorn Club, an international network for executive women in the energy industry Member of several nonpublic company boards, including Coldstream Holdings, Inc., the Washington State Investment Board and the Federal Reserve Bank of San Francisco Seattle Branch Director since: 2005 Age: 69 Board Committees: Executive (Chair) People and Compensation Safety (Chair) Skills and Attributes: Risk Management Capital Markets, Finance and Accounting Operations Experience and Safety Environmental and Sustainability Customer Relationships and Marketing CRAIG A. ROGERSON INDEPENDENT DIRECTOR CHAIR OF THE BOARD Key qualifications and skills As independent Chair, Mr. Rogerson brings to our Board significant senior executive leadership and strategic, organizational, operational and risk management expertise. Having retired in January 2023, Mr. Rogerson brings years of demonstrated leadership ability as the former chief executive officer of large global chemical manufacturing companies, which he led through business and industry transformations. Mr. Rogerson provides a continuity of perspective and institutional insight to our Board. Additional experience Mr. Rogerson's early background as a chemical engineer and his prior service on the American Chemistry Council and Society of Chemical Industry boards have contributed to his skills in operations, safety and innovation. He also has extensive environmental oversight, board leadership and corporate governance experience. Career Overview Retired Chairman, President and Chief Executive Officer (2017-2023), Hexion Holdings Corporation and its predecessor Hexion Inc., a global producer of thermoset resins as well as other chemical platforms serving a wide range of market applications. In April 2019, Hexion Inc. filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code and successfully emerged in July 2019. Chairman, President and Chief Executive Officer (2008-2017), Chemtura Corporation, a global manufacturer and marketer of specialty chemicals President, Chief Executive Officer and director (2003-2008), Hercules Incorporated, a chemical company Serves as a director for: OXEA Gmbh; Vibrantz Technologies, Inc.; College of Engineering Alumni Board of Michigan State University; and McLaren Northern Michigan Hospital Other public company boards and board committees Origin Materials, Inc. (Nasdaq: ORGN) (independent director, member of the audit committee and the compensation committee) Served as an independent director of Ashland Inc. (NYSE: ASH) (2019-2021) Director since: 2020 Age: 54 Board Committees: Executive Safety Skills and Attributes: Capital Markets, Finance and Accounting Operations Experience and Safety Regulated Utility Experience Environmental and Sustainability Cybersecurity VINCENT SORGI MANAGEMENT DIRECTOR Key qualifications and skills With approximately 30 years of experience in the utility industry, Mr. Sorgi brings to our Board extensive capital markets, finance and accounting expertise, providing particularly valuable insight into the areas of accounting and controls. He provides a wealth of knowledge of strategy, risk management, regulatory oversight, human capital management, financial planning, innovation in the utility space, and mergers and acquisitions from a regulated utility industry perspective. As Chief Executive Officer, Mr. Sorgi has led PPL's transformation over the past several years as it evolves into a premier, pure-play U.S. regulated utility holding company. In his prior role as Chief Operating Officer, he led the day-to-day operations of PPL's high-performing utilities. As Chief Financial Officer from 2014 to 2019, Mr. Sorgi was instrumental in guiding PPL through the spinoff of its competitive generation business. Under Mr. Sorgi's leadership, PPL is advancing the future of energy technology and infrastructure while driving long-term value for customers and shareowners. Additional experience Mr. Sorgi started his career in the accounting industry, providing him with foundational financial acumen that he has applied in his leadership roles in the energy industry. He also brings expertise in energy generation and supply. Career Overview President and Chief Executive Officer (June 2020-present), PPL Corporation President and Chief Operating Officer (July 2019-May 2020), Executive Vice President (January 2019-June 2019) and Chief Financial Officer (2014-2019), Senior Vice President (2014-2019) and Vice President and Controller (2010-2014), PPL Corporation; Controller for PPL's former energy supply and marketing segment (2007-2010) and financial director of the former PPL Generation subsidiary (2006-2007) Prior to joining PPL, worked for Public Service Enterprise Group for nine years and prior to that, Deloitte & Touche LLP for four years Member, American Institute of Certified Public Accountants Serves as a director for the Electric Power Research Institute, Edison Electric Institute (EEI) and St. Luke's University Health Network, Inc. In addition, he is a member of EEI's Executive Committee and co-chairs its State Policy CEO Committee. He also serves as an emeritus member of the Board of Trustees of the Da Vinci Science Center. Director since: 2023 Age: 62 Board Committees: Audit People and Compensation (1) Safety Skills and Attributes: Risk Management Capital Markets, Finance and Accounting Regulated Utility Experience Technology, Digitalization and Innovation Cybersecurity (1) Ms. Sullivan will become Chair of the People and Compensation Committee effective immediately after the 2026 Annual Meeting of Shareowners. LINDA G. SULLIVAN INDEPENDENT DIRECTOR Key qualifications and skills Ms. Sullivan brings three decades of financial and leadership experience in the regulated utility industry to our Board. As the newest Board member, Ms. Sullivan provides a fresh perspective while drawing on her deep roots in the utility industry, her significant history of driving growth and innovation and her experience across multiple regulated sectors. During her time as CFO at American Water Works Company Inc., the company experienced significant growth and increase in total shareholder returns. Ms. Sullivan led operations for technology, cyber and physical security, supply chain, research and development, and environmental compliance. In April 2024, Ms. Sullivan was appointed as the non-executive independent Board chair of NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy, reflecting her effective board leadership and commitment to strong governance. Additional experience Ms. Sullivan is a Certified Public Accountant (inactive) and a Certified Management Accountant. Career Overview Retired Chief Financial Officer and Executive Vice President (2014-2019), American Water Works Company Inc., one of the nation's largest publicly traded water and wastewater utility companies Chief Financial Officer and Senior Vice President (2009 to 2014) of Southern California Edison Company Including the role above, more than 20 years of experience in a variety of leadership roles with the subsidiaries of Edison International, one of the nation's largest electric utility holding companies Prior to her time at Edison International, she was a senior auditor with Arthur Anderson, LLP Other public company boards and board committees NorthWestern Energy (Nasdaq: NWE) (non-executive independent Board chair) Served as an independent director of AltaGas Ltd. (TSX: ALA; OTCQX: ATGFF) (2020-2024) Director since: 2005 Age: 73 Board Committees: Audit Governance, Nominating and Sustainability Skills and Attributes: Risk Management Capital Markets, Finance and Accounting Operations Experience and Safety Regulated Industry Experience KEITH H. WILLIAMSON INDEPENDENT DIRECTOR Key qualifications and skills Mr. Williamson brings to our Board decades of legal, finance and senior executive leadership experience at the highest levels of publicly traded companies. In addition, his experience in regulated industries, including his service on the risk management committee while at Centene Corporation, contributes to the Board's perspective and oversight. Leveraging his joint MBA and law degree from Harvard University, Mr. Williamson has contributed important insights on legal and governance matters as a Board member. Additional experience Mr. Williamson has extensive knowledge of government relations and corporate giving based on his work on the Centene Foundation. Career Overview President and Director (2020-present), Centene Foundation Chief Charitable Giving Officer (2020-present) and former Executive Vice President, Secretary and General Counsel (2012-2020), Centene Corporation, a provider of managed healthcare services, primarily through Medicaid, commercial and Medicare products Senior Vice President, Secretary and General Counsel (2006-2012), Centene Corporation President, Capital Services Division (1999-2006), Pitney Bowes Inc. and various positions in tax, finance and legal groups, including oversight of the treasury function and rating agency activity (1988-1998) Director since: 2018 Age: 72 Board Committees: Executive Governance, Nominating and Sustainability (Chair) People and Compensation Safety Skills and Attributes: Risk Management Capital Markets, Finance and Accounting Regulated Industry Experience Environmental and Sustainability Technology, Digitalization and Innovation PHOEBE A. WOOD INDEPENDENT DIRECTOR Key qualifications and skills Ms. Wood has extensive experience as a senior financial executive, including in the energy industry, and as a board director with publicly traded companies in other industries. She brings to our Board her broad experience in finance, accounting, strategic planning, capital markets and risk management. Ms. Wood has also overseen management of information technology and brings significant knowledge and expertise of corporate governance and evolving environmental, social and governance issues, directly relevant to the Board's oversight function and our company's energy strategy. Additional experience Ms. Wood has served as Chief Executive Officer of KirtleyWood LLC, a board advisory firm, since January 2025. Ms. Wood is a member of the North American Advisory Council of the Royal Institute of International Affairs (known as Chatham House), an independent non-profit focused on geopolitical challenges and international problems. In addition, she has been actively engaged in environmental, health and safety matters through work experience and in her oversight role as a member of other corporate boards. She has been actively involved with sustainability reporting and sustainability ratings and investor relations in these areas. Career Overview Principal (2008-present), CompaniesWood, a consulting firm specializing in early-stage investments Retired Vice Chairman and Chief Financial Officer (2006-2008) and Executive Vice President and Chief Financial Officer (2001-2006), Brown-Forman Corporation, a diversified consumer products manufacturer Vice President and Chief Financial Officer and director, Propel Corporation (2000-2001) An almost 24-year tenure at Atlantic Richfield Corporation in various financial management capacities Other public company boards and board committees Invesco Ltd. (NYSE: IVZ) (independent director, chair of the audit committee, member of the nomination and corporate governance committee and the compensation committee) Leggett & Platt, Incorporated (NYSE: LEG) (independent director, chair of the audit committee, member of the nominating, governance and sustainability committee) Pioneer Natural Resources Company (NYSE: PXD) (2013-2024) Director since: 2014 Age: 67 Board Committees: Executive Finance (Chair) Governance, Nominating and Sustainability Skills and Attributes: Capital Markets, Finance and Accounting Operations Experience and Safety Technology, Digitalization and Innovation Cybersecurity Customer Relationships and Marketing ARMANDO ZAGALO DE LIMA INDEPENDENT DIRECTOR Key qualifications and skills Having served as a senior executive of Xerox, a public technology company, Mr. Zagalo de Lima provides critical insight to our Board in the context of strategic initiatives, emerging technologies and services, business operations and the risks associated with these areas. Mr. Zagalo de Lima also brings knowledge and skills related to leadership of a global enterprise, including operating in a variety of regulatory jurisdictions. His experience and skills are instrumental as our utilities continue their digital innovation and grid modernization. Additional experience Mr. Zagalo de Lima has significant experience in customer service, sales, engineering, innovation, product development, manufacturing, distribution and marketing from his several decades at Xerox. Career Overview Retired Executive Vice President (2010-2015), Xerox Corporation, a multinational enterprise for business process and document management President (2012-2014), Xerox Technology President of Global Customer Operations (2010-2012), Xerox Corporation President (2004-2010) and Chief Operating Officer (2001-2004), Xerox Europe Various sales, marketing and management positions for Xerox across Europe (1983-2001) * * * Use of Proxy. The Board of Directors has no reason to believe that any of the director nominees will become unavailable for election. If, however, any nominee should become unavailable prior to the Annual Meeting, the accompanying proxy will be voted for the election of such other person as the Board of Directors may recommend in place of that nominee. The proxies appointed by the Board of Directors intend to vote the proxy for the election of each of the nominees unless you indicate otherwise on the proxy or ballot card. Your Board of Directors recommends that you vote FOR each director nominee in Proposal 1. ‌ GOVERNANCE OF THE COMPANY ‌BOARD OF DIRECTORS Attendance The Board of Directors met six times during 2025. Directors are expected to attend all meetings of shareowners, the Board and the committees on which they serve. In 2025, director attendance at Board and committee meetings was 100%. In addition, all of our directors attended the 2025 Annual Meeting of Shareowners. Independence of Directors The Board has established guidelines to assist it in determining director independence, which conform to the independence requirements of the New York Stock Exchange, or NYSE, listing standards. In addition to applying these guidelines, which are available in the Corporate Governance section of our website ( https://www.pplweb.com/governance-documents ), the Board considers all relevant facts and circumstances in making an independence determination, including transactions and relationships between each director or members of the directors' immediate family and the company and its subsidiaries. In 2026, the Board determined that there were no facts or circumstances that would impair the independence of nine of our ten current directors (and eight of our nine director nominees). Accordingly, all of PPL's non-employee directors - Mr. Beattie, Mr. Rajamannar, Ms. Redman, Mr. Rogerson, Ms. Sullivan, Ms. von Althann, Mr. Williamson, Ms. Wood and Mr. Zagalo de Lima - are independent from the company and management pursuant to the Board's independence guidelines. Outside Board and Audit Committee Memberships Directors are expected to ensure that other commitments, including outside board memberships, do not interfere with their duties and responsibilities to the company. Before accepting a position on another public company board, directors notify the Corporate Secretary and the Chair of the GNSC. The Guidelines for Corporate Governance limit directors to serve on no more than three boards of public companies in addition to PPL. For any director who is a public company CEO, the limit is no more than one board of a public company in addition to PPL. Finally, a director who is a member of the Audit Committee may not serve on the audit committees of more than two public companies in addition to the PPL Audit Committee. Executive Sessions; Independent Chair of the Board The independent directors meet in executive sessions without management present during each regularly scheduled Board meeting. Mr. Rogerson presides at these executive sessions as the independent Chair of the Board. Board Leadership Structure Mr. Rogerson has served as independent Chair of the Board since his appointment in March 2021. Prior to the appointment of Mr. Rogerson as independent Chair, the Board had an independent lead director, who provided independent oversight through the independent lead director's significant authority and responsibilities, as more specifically outlined in our Guidelines for Corporate Governance . The Board has considered the appropriate leadership structure and determined that Mr. Rogerson should continue as the independent Chair. The Board recognizes that Mr. Rogerson has substantial knowledge of our company through his longstanding service on our Board and significant organizational, operational and risk management expertise, as well as extensive environmental oversight and board leadership experience. As the independent Chair, Mr. Rogerson engages effectively with management to question, challenge, provide advice and serve as a liaison to the other independent directors. Based on these facts and circumstances, the Board is confident that Mr. Rogerson offers the valuable insight of an independent outside director, who also has a deep understanding of our business, changes to our company, and changes within our industry. The Board will continue to evaluate the effectiveness of the Board's leadership structure, including a review of the need or desire for an independent Chair on at least an annual basis, and will make any future decisions based upon the best interests of the company and its shareowners at that time. The Board believes the company and its shareowners are best served by maintaining the flexibility for the Board to determine who should serve in the roles of Chair and CEO, and whether those roles should be combined or separated. Board and Committee Evaluations Annually, the Board and each committee, other than the Executive Committee, evaluate Board and committee performance. For the 2025 Board evaluation, directors completed a questionnaire evaluating topics such as Board dynamics, Board and committee effectiveness and engagement, access to management, agenda requests and similar matters, encouraging a broad range of commentary from each director. The responses and feedback from the questionnaires were summarized and presented to the full Board, then discussed in executive session at its January 2026 meeting. In alternating years (including the 2024 evaluation and expected for the 2026 evaluation), following a review of the aggregated questionnaire responses, the Chair of the GNSC and the independent Chair of the Board meet individually with each Board member to seek additional input. Such conversations allow each director an opportunity to share more detailed feedback, to reflect on Board and committee performance, and to propose adjustments to improve the Board's effectiveness. Each year following the evaluation, the Board and management take appropriate action to address suggestions and feedback received from this process. The responses to the evaluations also inform Board committee assignments and board succession planning. While every Board member is encouraged to provide comments as to the structure and operation of Board committees, each committee conducts its own annual assessment as well. Guidelines for Corporate Governance The full text of our Guidelines for Corporate Governance can be found in the Corporate Governance section of our website ( https://www.pplweb.com/governance-documents ). Communications with the Board Shareowners or other parties interested in communicating with the Board, the independent Chair, any Board member or with the independent directors as a group may write to the person or persons at our current mailing address: c/o Corporate Secretary's Office PPL Corporation Two City Center 645 Hamilton Street Allentown, Pennsylvania 18101 The Corporate Secretary's Office assists the Board with all correspondence, including providing communications to Board members where appropriate, with the general exception of ordinary course business communications from customers and vendors, commercial solicitations, advertisements or obvious "junk" mail. Concerns relating to accounting, internal controls or financial statement fraud are to be brought immediately to the attention of the Corporate Audit group and are handled in accordance with procedures established by the Audit Committee with respect to such matters. Code of Ethics We maintain a code of business conduct and ethics, our Standards of Integrity, which is applicable to all Board members and employees of the company and its subsidiaries, including the principal executive officer, the principal financial officer and the principal accounting officer of the company. You can find the full text of the Standards of Integrity in the Corporate Governance section of our website ( https://www.pplweb.com/governance-documents ), including any amendments. If a waiver constituting a material departure from a provision of the Standards of Integrity is granted to our CEO, CFO or Controller, a description of the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver will be posted on PPL's website. Shareowner Engagement We engage with our shareowners throughout the year in a variety of forums involving our directors, senior management, investor relations group, sustainability officer and legal department. We meet with our shareowners in person, by telephone or videoconference and at external venues, and attend conferences and other forums at which shareowners are present. In the fall, we conduct our annual outreach to our largest shareowners, to receive feedback and engage in dialogue. These conversations allow our management and directors to hear directly from shareowners, understand external perspectives, and consider responsive steps by the company. Our engagement covers a broad range of topics, such as the company's strategy and challenges; sustainability disclosures; risk oversight; board composition and refreshment; executive compensation; corporate governance practices; political spending disclosure; human capital management initiatives; community engagement; and culture and workforce development. These exchanges provide us with valuable insight into our shareowners' perspectives and an opportunity to share the company's progress and positions. The input we have received from shareowners has influenced and informed the following actions related to sustainability, corporate governance, and executive compensation: We communicated our utility of the future strategy and our mission to deliver safe, affordable, reliable, sustainable energy to our customers and competitive, long-term returns to shareowners. The company reaffirmed its goal of net-zero carbon emissions by 2050, while acknowledging the challenges ahead. We have established clear lines of oversight by our Board, including the oversight of cybersecurity by the full Board of Directors. We identified a peer group for our compensation program, which is regularly reviewed, consisting of 16 publicly-traded utility companies that are comparably sized and operationally similar to PPL. We included long-term sustainability target metrics in executive compensation beginning in 2022, as more fully discussed in the Compensation Discussion and Analysis (CD&A) beginning on page 36. We adopted enterprise-wide policies on the environment, human rights, and health and safety to clearly articulate our commitment in these areas. ‌BOARD COMMITTEES The Board of Directors has five standing committees: Audit Committee; Executive Committee; Finance Committee; Governance, Nominating and Sustainability Committee; and People and Compensation Committee. In February 2026, the Board of Directors created an ad hoc committee, the Safety Committee, to oversee workplace safety performance, strategy, processes and culture throughout PPL and its utilities. Each non-employee director usually serves on two or more committees. Except for the Executive Committee, all of our standing committees are composed entirely of independent directors under the listing standards of the NYSE and the company's standards of independence described under the heading "Independence of Directors." In addition, the Board of Directors has designated each member of the Audit Committee as an "audit committee financial expert." (See the biographies of our Audit Committee members within "Proposal 1: Election of Directors" beginning on page 6) Each committee has a charter, all of which are available in the Corporate Governance section of the company's website ( https://www.pplweb.com/governance-documents ). The following table shows the directors who are currently members or chairs of each of the Board committees and the number of meetings each committee held in 2025. Board Committee Membership The Safety Committee was formed in early 2026 and had no meetings in 2025. Designated as an "audit committee financial expert" as defined by the rules and regulations of the Securities and Exchange Commission, or SEC. As described in Proposal 1, Ms. von Althann will complete her Board service in accordance with our director retirement policy in May 2026. Effective immediately following the 2026 Annual Meeting, Ms. Sullivan will serve as Chair of the People and Compensation Committee and become a member of the Executive Committee. Until her retirement immediately prior to the 2026 Annual Meeting of Shareowners, Ms. von Althann will continue to serve as the Chair of the People and Compensation Committee and as a member of the Finance Committee and Executive Committee.

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