PPL : Shareholder Q&A

2024 PPL Corporation Annual Meeting of Shareowners

Shareholder Question

On May 15, 2024, PPL conducted its Annual Meeting of Shareowners. The meeting was held virtually. Shareowners were able to submit questions before and during the meeting. PPL's independent Chair of the Board, Craig A. Rogerson, and PPL President and CEO Vincent Sorgi addressed shareowners' questions live during the webcast.

The following question was truncated when submitted during the meeting; the shareowner has clarified their question as follows.

The company has in place a director resignation governance policy that provides the Board post election discretion to determine whether to accept or reject the resignation of an incumbent director who Fails to be reelected. Does the policy undermine the voting rights of shareholders by allowing the Board to have the final say on the unelected directors status?

We apply best practices in our corporate governance policies and have adopted a majority vote standard for uncontested elections.

We engage with our shareholders to better understand their views and goals, and we work to be responsive as appropriate throughout the year. Most importantly, we value the rights of shareholders to vote in director elections, which is the key piece of shareholder primacy. This means that directors who do not receive more than 50% of the votes cast in an uncontested election must submit their resignation for consideration by the Board of Directors.

Under Pennsylvania law, a resignation conditioned by acceptance of the Board must be considered consistent with the Board's fiduciary duties. This allows the Board to exercise discretion and consider all facts and circumstances, in the best interests of the company and its shareowners. This is aligned with corporate law and best practices and - given the recent strong support for our directors - we feel good about our Board as a whole and its composition.