PSEG (NYSE: PEG) investors approve pay, ESPP and auditor at 2026 meeting

Rhea-AI Filing Summary

Public Service Enterprise Group Incorporated held its Annual Meeting of Stockholders on April 21, 2026. All management-nominated directors were elected, each receiving over 342 million votes in favor in a field of more than 418 million shares represented, including broker non-votes.

Stockholders approved the advisory vote on executive compensation with 336,301,839 votes for, as well as an increase in shares under the PSEG Employee Stock Purchase Plan with 357,986,768 votes for. They also ratified Deloitte & Touche LLP as independent auditor for 2026 with 381,153,028 votes for.

Three proposals to amend the Certificate of Incorporation and By-Laws to eliminate certain supermajority voting requirements received strong support but did not reach the required 80% of outstanding shares and therefore were not approved.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay support: 336,301,839 votes for ESPP share increase support: 357,986,768 votes for Auditor ratification support: 381,153,028 votes for +3 more

6 metrics

Say-on-pay support 336,301,839 votes for Advisory vote on executive compensation at 2026 annual meeting

ESPP share increase support 357,986,768 votes for Proposal to increase shares under PSEG Employee Stock Purchase Plan

Auditor ratification support 381,153,028 votes for Ratification of Deloitte & Touche LLP as independent auditor for 2026

Supermajority amendment 3(a) votes for 356,602,256 votes for Proposal 3(a) to eliminate certain supermajority voting requirements

Director LaRossa votes for 342,785,952 votes for Election of Ralph A. LaRossa, term expiring in 2027

Broker non-votes on most items 55,768,373 broker non-votes Reported for director elections and most proposals except auditor ratification

Key Terms

supermajority voting requirements, broker non-votes, advisory vote on the approval of executive compensation, Employee Stock Purchase Plan, +1 more

5 terms

supermajority voting requirements regulatory

"to eliminate supermajority voting requirements for certain business combinations"

broker non-votes regulatory

"590,268 | | 55,768,373 broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote on the approval of executive compensation regulatory

"Advisory Vote on the Approval of Executive Compensation | | 336,301,839"

Employee Stock Purchase Plan financial

"increase in number of shares available under the PSEG Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

independent auditor regulatory

"Deloitte & Touche LLP as PSEG’s independent auditor was ratified"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

Understanding 8-K Material Events →

PUBLIC SERVICE ENTERPRISE GROUP INC false 0000788784 0000788784 2026-04-21 2026-04-21

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) April 21, 2026

Public Service Enterprise Group Incorporated

(Exact name of registrant as specified in its charter)

New Jersey		001-09120		22-2625848
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

80 Park Plaza

Newark, New Jersey 07102

(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant’s telephone number, including area code)

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. below):

☐ 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 Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
Common Stock without par value		PEG		New York Stock Exchange

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

The Annual Meeting of Stockholders of Public Service Enterprise Group Incorporated (PSEG) was held on April 21, 2026. Proxies for the meeting were solicited by PSEG pursuant to Regulation 14A under the Securities Act of 1934. There was no solicitation of proxies in opposition to management’s nominees as listed in the proxy statement.

All of management’s nominees were elected to the Board of Directors. The advisory vote on executive compensation was approved.

The amendments to our Certificate of Incorporation and/or By-Laws to eliminate the:

• supermajority voting requirements for certain business combinations,

• supermajority voting requirements to remove a director without cause, and

• supermajority voting requirement to make certain amendments to our By-Laws

did not receive the required affirmative vote of 80% of the number of shares outstanding and eligible to vote and were not approved.

The proposal to increase the number of shares available under the PSEG Employee Stock Purchase Plan was approved.

The appointment of Deloitte & Touche LLP as PSEG’s independent auditor was ratified. Final results of the voting are provided below:

Proposal 1: Election of Directors
Terms expiring in 2027		Votes For		Votes Against		Abstentions		Broker Non-Votes
Ralph A. LaRossa		342,785,952		18,172,399		590,268		55,768,373
Susan Tomasky		358,370,988		2,556,681		620,950		55,768,373
Willie A. Deese		355,253,887		5,627,395		667,337		55,768,373
Jamie M. Gentoso		359,866,169		1,017,999		664,451		55,768,373
Ricardo G. Pérez		357,219,352		3,582,012		747,255		55,768,373
Valerie A. Smith		348,050,745		12,843,203		654,671		55,768,373
Scott G. Stephenson		359,339,090		1,539,449		670,080		55,768,373
Laura A. Sugg		359,251,198		1,660,205		637,216		55,768,373
John P. Surma		353,715,427		6,891,453		941,739		55,768,373
Kenneth Y. Tanji		354,277,501		6,589,811		681,307		55,768,373
Geisha J. Williams		354,084,605		4,786,625		2,677,389		55,768,373
Proposal 2:		Votes For		Votes Against		Abstentions		Broker Non-Votes
Advisory Vote on the Approval of Executive Compensation		336,301,839		23,221,869		2,024,911		55,768,373
Proposal 3(a):		Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of Amendments to our Certificate of Incorporation – to eliminate supermajority voting requirements for certain business combinations		356,602,256		3,733,495		1,212,868		55,768,373
Proposal 3(b):		Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of Amendments to our Certificate of Incorporation and By-Laws – to eliminate supermajority voting requirements to remove a director without cause		356,784,951		3,681,093		1,082,575		55,768,373
Proposal 3(c):		Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of Amendments to our Certificate of Incorporation – to eliminate supermajority voting requirement to make certain amendments to our By-Laws		356,336,085		4,111,952		1,100,582		55,768,373
Proposal 4:		Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of increase in number of shares available under the PSEG Employee Stock Purchase Plan		357,986,768		2,568,132		993,719		55,768,373
Proposal 5:		Votes For		Votes Against		Abstentions		Broker Non-Votes
Ratification of the Appointment of Deloitte & Touche LLP as Independent Auditor for 2026		381,153,028		35,365,632		798,332		0

1

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 thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

						PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
				(Registrant)
		By:				/s/ Rose M. Chernick
						ROSE M. CHERNICK
						Vice President and Controller
						(Principal Accounting Officer)

Date: April 23, 2026

2

FAQ

What did PSEG (PEG) shareholders approve at the 2026 annual meeting?

Shareholders approved all director nominees, the advisory vote on executive compensation, an increase in shares under the Employee Stock Purchase Plan, and ratified Deloitte & Touche LLP as independent auditor for 2026, based on the reported vote totals.

Was PSEG’s 2026 executive compensation package approved by shareholders?

Yes. The advisory vote on executive compensation received 336,301,839 votes for, 23,221,869 against, and 2,024,911 abstentions, with 55,768,373 broker non-votes, indicating broad support for PSEG’s 2026 pay program as disclosed to stockholders.

What happened to PSEG’s proposals to eliminate supermajority voting requirements?

Three proposals to amend PSEG’s Certificate of Incorporation and By-Laws to remove certain supermajority voting requirements received high "for" votes but did not achieve the required 80% of outstanding shares, so the amendments were not approved at the 2026 meeting.

Did PSEG shareholders approve increasing shares in the Employee Stock Purchase Plan?

Yes. The proposal to increase the number of shares available under the PSEG Employee Stock Purchase Plan passed with 357,986,768 votes for, 2,568,132 against, 993,719 abstentions, and 55,768,373 broker non-votes, expanding the plan’s share capacity.

Was Deloitte & Touche LLP ratified as PSEG’s independent auditor for 2026?

Yes. Shareholders ratified Deloitte & Touche LLP as PSEG’s independent auditor for 2026 with 381,153,028 votes for, 35,365,632 against, and 798,332 abstentions, and no broker non-votes reported on this ratification proposal.

Were all PSEG board nominees elected at the 2026 annual meeting?

All management-nominated directors were elected. Each nominee, including Ralph A. LaRossa and other board members, received hundreds of millions of votes for, with smaller numbers of votes against and abstentions, alongside 55,768,373 broker non-votes reported for each director race.

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