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Vistra (NYSE: VST) holders approve directors, pay plan and Deloitte

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Vistra Corp. reported the results of its Annual Meeting held on April 29, 2026, where shareholders elected all eleven director nominees. Each director candidate, including Scott B. Helm, Hilary E. Ackermann, and others, received strong majority support with substantial broker nonvotes recorded.

Shareholders also approved, on an advisory “say‑on‑pay” basis, the company’s 2025 named executive officer compensation, with 261,024,789 votes in favor, 8,309,496 against, and 286,966 abstentions. In addition, shareholders ratified the appointment of Deloitte & Touche LLP as Vistra’s independent registered public accounting firm for the year ending December 31, 2026, with 288,487,158 votes for, 7,437,594 against, and 123,763 abstentions.

Positive

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Negative

  • None.
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.
Say-on-pay votes for 261,024,789 votes Advisory approval of 2025 named executive officer compensation
Say-on-pay votes against 8,309,496 votes Advisory approval of 2025 named executive officer compensation
Auditor ratification votes for 288,487,158 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026
Auditor ratification votes against 7,437,594 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026
Votes for Scott B. Helm 268,284,135 votes Election as director at the Annual Meeting
Broker nonvotes on say-on-pay 26,427,264 votes Advisory 2025 executive compensation proposal
Annual Meeting regulatory
"On April 29, 2026, the Company held its Annual Meeting, at which a quorum was present."
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
broker nonvotes regulatory
"For | | Against | | Abstain | | Broker Nonvotes 268,284,135 | | 1,204,910 | | 132,206 | | 26,427,264"
named executive officers financial
"Proposal Two - Approval, on an Advisory Basis, of 2025 Named Executive Officer Compensation."
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm regulatory
"Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 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.
Understanding 8-K Material Events →
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 29, 2026

VISTRA CORP.
(Exact name of registrant as specified in its charter)


Delaware
001-38086
36-4833255
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

6555 Sierra Drive
Irving, TX
  
75039
(Address of principal executive offices)
  
(Zip Code)
 
(214) 812-4600
(Registrant’s telephone number, including area code)
 
N/A
(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.l4a-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 $0.01 per share
  
VST
  
New York Stock Exchange
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 April 29, 2026, the Company held its Annual Meeting, at which a quorum was present. The final voting results regarding each proposal are set forth in the following tables.
 
Proposal One - Election of Directors - Voting results for Proposal One were as follows:
 
Scott B. Helm:

For
  
Against
  
Abstain
  
Broker Nonvotes
268,284,135
  
1,204,910
  
132,206
  
26,427,264
 
Hilary E. Ackermann:

For
  
Against
  
Abstain
  
Broker Nonvotes
264,452,593
  
5,042,235
  
126,423
  
26,427,264
 
Arcilia C. Acosta:

For
  
Against
  
Abstain
  
Broker Nonvotes
267,743,088
  
1,586,807
  
291,356
  
26,427,264
 
Gavin R. Baiera:

For
  
Against
  
Abstain
  
Broker Nonvotes
269,205,277
  
284,077
  
131,897
  
26,427,264
 
Paul M. Barbas:

For
  
Against
  
Abstain
  
Broker Nonvotes
267,629,809
  
1,848,590
  
142,852
  
26,427,264
 
James A. Burke:

For
  
Against
  
Abstain
  
Broker Nonvotes
269,285,474
  
204,155
  
131,622
  
26,427,264
 
Lisa Crutchfield:

For
  
Against
  
Abstain
  
Broker Nonvotes
267,713,838
  
1,776,429
  
130,984
  
25,793,966
 
Julie A. Lagacy:

For
  
Against
  
Abstain
  
Broker Nonvotes
266,884,346
  
2,607,494
  
129,411
  
25,793,966
 
John W. (Bill) Pitesa:

For
  
Against
  
Abstain
  
Broker Nonvotes
269,207,881
  
279,501
  
133,869
  
25,793,966
 
John R. (J. R.) Sult:

For
  
Against
  
Abstain
  
Broker Nonvotes
268,102,003
  
1,375,877
  
143,371
  
26,427,264
 
Robert C. Walters:

For
  
Against
  
Abstain
  
Broker Nonvotes
268,483,597
  
1,002,829
  
134,825
  
26,427,264
 
As a result, Scott B. Helm, Hilary E. Ackermann, Arcilia C. Acosta, Gavin R. Baiera, Paul M. Barbas, James A. Burke, Lisa Crutchfield, Julie A. Lagacy, John W. (Bill) Pitesa, John R. (J. R.) Sult, and Robert C. Walters were elected to the Board.
 
Proposal Two - Approval, on an Advisory Basis, of 2025 Named Executive Officer Compensation. Voting results were as follows:

For
  
Against
  
Abstain
  
Broker Nonvotes
261,024,789
  
8,309,496
  
286,966
  
26,427,264
 
As a result, the compensation of the named executive officers was approved on an advisory basis.
 
Proposal Three - Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026. Voting results were as follows:

For
  
Against
  
Abstain
288,487,158
  
7,437,594
  
123,763
 
As a result, the Company’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified.

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.
 
Dated: May 4, 2026
    
     
 
VISTRA CORP.
     
 
By:
/s/ Yuki Whitmire
 
Name:
Yuki Whitmire
 
Title:
Vice President, Associate General Counsel, and
Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Vistra (VST) shareholders decide at the 2026 Annual Meeting?

Vistra shareholders elected all eleven director nominees, approved 2025 named executive officer compensation on an advisory basis, and ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, confirming the company’s existing governance and audit arrangements.

Was Vistra (VST) executive compensation approved by shareholders?

Yes. Shareholders approved Vistra’s 2025 named executive officer compensation on an advisory basis, with 261,024,789 votes for, 8,309,496 against, and 286,966 abstentions, indicating broad but not unanimous support for the company’s pay practices for top executives.

Which auditor did Vistra (VST) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as Vistra’s independent registered public accounting firm for the year ending December 31, 2026, with 288,487,158 votes in favor, 7,437,594 against, and 123,763 abstentions, continuing the company’s existing external audit relationship.

Were all Vistra (VST) director nominees elected at the meeting?

All eleven director nominees, including Scott B. Helm, Hilary E. Ackermann, Arcilia C. Acosta, and others, were elected to the board with strong majority support and varying levels of broker nonvotes, maintaining the company’s current board composition for the next term.

How many votes did Vistra (VST) director Scott B. Helm receive?

Director Scott B. Helm received 268,284,135 votes for, 1,204,910 against, and 132,206 abstentions, along with 26,427,264 broker nonvotes. This result reflects substantial shareholder backing for his continued service on Vistra’s board of directors.

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