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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 2, 2025 |
|
| Entergy Corporation |
| (Exact name of registrant as specified in its charter) |
|
| Delaware | 1-11299 | 72-1229752 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
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:
☐ 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
Symbol | Name of Each Exchange
on Which Registered |
| | |
Common Stock, $0.01 Par Value | ETR | New York Stock Exchange |
Common Stock, $0.01 Par Value | ETR | NYSE Texas |
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 2, 2025, Entergy Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (“Annual Meeting”). At the Annual Meeting, the Company’s shareholders: 1) elected the 10 directors nominated by the Company’s Board of Directors to serve until the 2026 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 2025; 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 21, 2025.
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 | 356,731,146 | 2,296,410 | 501,290 | 30,511,683 |
| John H. Black | 357,087,590 | 2,020,741 | 420,515 | 30,511,683 |
| John R. Burbank | 358,208,966 | 966,911 | 352,969 | 30,511,683 |
| Kirkland H. Donald | 357,243,036 | 1,932,648 | 353,162 | 30,511,683 |
| Brian W. Ellis | 356,303,526 | 2,691,024 | 534,296 | 30,511,683 |
| Philip L. Frederickson | 357,929,513 | 1,273,406 | 325,927 | 30,511,683 |
| M. Elise Hyland | 358,072,911 | 1,141,080 | 314,855 | 30,511,683 |
| Stuart L. Levenick | 344,462,750 | 14,709,856 | 356,240 | 30,511,683 |
| Andrew S. Marsh | 346,048,424 | 13,128,598 | 351,824 | 30,511,683 |
| Karen A. Puckett | 353,339,882 | 5,869,430 | 319,534 | 30,511,683 |
Proposal 2 – Ratification of Deloitte & Touche as the Company’s Independent Registered Public Accountants for 2025
| | | | | | | | |
| Voted For | Voted Against | Abstentions |
| 378,142,942 | 11,604,613 | 292,974 |
Proposal 3 – Advisory Vote on Named Executive Officer Compensation
| | | | | | | | | | | |
| Voted For | Voted Against | Abstentions | Broker Non-Votes |
| 347,743,253 | 10,729,606 | 1,055,987 | 30,511,683 |
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 Executive Vice President and General Counsel |
| |
| |
| Dated: May 2, 2025 | |