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Talen Energy (TLN) investors back 2026 director slate and PwC audit

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Talen Energy Corporation reported the results of its 2026 Annual Meeting of Stockholders held on May 5, 2026. Stockholders elected seven directors, including Stephen Schaefer and Mark “Mac” McFarland, each receiving over 37.7 million votes in favor, with broker non-votes reported separately.

Stockholders also approved, on a non-binding advisory basis, the Company’s 2025 named executive officer compensation, with 37,249,405 votes for and 1,255,073 against. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 40,647,482 votes for and 94,497 against.

Positive

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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.
Votes for Mark “Mac” McFarland 38,446,765 votes Election of directors at 2026 Annual Meeting
Executive pay advisory approval 37,249,405 votes for 2025 named executive officer compensation
Executive pay advisory opposition 1,255,073 votes against 2025 named executive officer compensation
Auditor ratification support 40,647,482 votes for Ratification of PricewaterhouseCoopers LLP for 2026
Auditor ratification opposition 94,497 votes against Ratification of PricewaterhouseCoopers LLP for 2026
Broker non-votes on director items 2,237,852 broker non-votes Each director election proposal
broker non-votes financial
"FOR | WITHHELD | BROKER NON-VOTES Stephen Schaefer | 38,314,136 | 205,241 | 2,237,852"
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.
Non-Binding Advisory Basis financial
"Approval, on a Non-Binding Advisory Basis, of 2025 Named Executive Officer Compensation"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders on May 5, 2026"
Understanding 8-K Material Events →
FALSE000162253600016225362026-05-052026-05-05


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 5, 2026

Talen Energy Corporation
(Exact name of registrant as specified in its charter)

Delaware
001-37388
47-1197305
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification No.)
2929 Allen Pkwy, Suite 2200
Houston, TX 77019
(Address of principal executive offices) (Zip Code)
(888) 211-6011
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, 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 each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.001 per share
TLN
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Talen Energy Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders on May 5, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on March 19, 2026. The final voting results for each proposal are set forth below.
Proposal 1: Election of Directors
FOR
WITHHELD
BROKER NON-VOTES
Stephen Schaefer
38,314,136205,2412,237,852
Mark “Mac” McFarland
38,446,76572,6122,237,852
Gizman Abbas
37,716,579802,7982,237,852
Anthony Horton
38,057,855461,5222,237,852
Karen Hyde
38,096,200423,1772,237,852
Joseph Nigro
38,265,088254,2892,237,852
Christine Benson Schwartzstein
38,273,312246,0652,237,852
As a result, the above individuals were elected to serve on the Company’s Board of Directors until the Company’s 2027 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until their earlier death, resignation, or removal.
Proposal 2: Approval, on a Non-Binding Advisory Basis, of 2025 Named Executive Officer Compensation
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
37,249,4051,255,07314,8992,237,852
As a result, the 2025 compensation of the Company’s named executive officers was approved on an advisory basis.
Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026.
FOR
AGAINST
ABSTAIN
40,647,48294,49715,250
As a result, the Company’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified.
1

SIGNATURES
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.
TALEN ENERGY CORPORATION
Date:
May 7, 2026
By:
/s/ Cole Muller
Name:
Cole Muller
Title:
Chief Financial Officer
2

Source: View Original Filing on SEC EDGAR

FAQ

What did Talen Energy (TLN) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on three key items: electing seven directors, approving 2025 named executive officer compensation on a non-binding advisory basis, and ratifying PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026.

Were Talen Energy (TLN) director nominees elected at the 2026 Annual Meeting?

Yes, all seven director nominees were elected. Each received at least 37.7 million votes in favor, with separate broker non-votes reported. They will serve until the 2027 Annual Meeting and until successors are elected and qualified or earlier death, resignation, or removal.

How did Talen Energy (TLN) stockholders vote on 2025 executive compensation?

Stockholders approved 2025 named executive officer compensation on a non-binding advisory basis, with 37,249,405 votes for, 1,255,073 against, and 14,899 abstentions. There were also 2,237,852 broker non-votes recorded on this compensation advisory proposal.

Did Talen Energy (TLN) stockholders ratify PricewaterhouseCoopers as auditor?

Yes. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 40,647,482 votes for, 94,497 against, and 15,250 abstentions, indicating strong support for the selected auditor.

When was Talen Energy’s 2026 Annual Meeting of Stockholders held?

The 2026 Annual Meeting of Stockholders for Talen Energy Corporation was held on May 5, 2026. At this meeting, stockholders voted on director elections, 2025 executive compensation on an advisory basis, and ratification of the independent registered public accounting firm.

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