EVERGY INC (EVRG)
Sector: Utilities
2026 Annual Meeting Analysis
EVERGY INC · Meeting: May 5, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since 2021; EVRG's 3-year total return of 55.2% outperforms the peer group median by +6.6pp, well below the 50pp trigger threshold for strong-positive TSR, and no other policy flags apply.
Director since 2003 with extensive leadership experience; TSR trigger does not apply given EVRG's strong positive 3-year return and only +6.6pp gap versus peers, and attendance and independence requirements are met.
Director since 2020 with deep financial and utility industry expertise including CPA background and prior utility audit partner experience; TSR trigger does not apply and all other policy criteria are met.
Director since 2021 with relevant energy policy and regulatory experience; TSR trigger does not apply and no other policy flags are present.
Director since 2004 with strong financial expertise serving as Compensation Committee Chair; TSR trigger does not apply and all policy criteria are met.
Director since 2013 with deep utility operations experience including prior CEO role at an integrated electric utility; TSR trigger does not apply and no policy flags are present.
Director since 2024, joining within the past 24 months and therefore exempt from the TSR trigger under policy; relevant management and legal experience qualifies him for board service.
Director since 2016 with senior human resources and governance experience; TSR trigger does not apply and all policy criteria are met.
Director since 2025, joining within the past 24 months and therefore exempt from the TSR trigger under policy; brings supply chain and customer engagement experience relevant to the company's operations.
Director since 2022 with extensive nuclear operations expertise directly relevant to Evergy's Wolf Creek facility; TSR trigger does not apply and all policy criteria are met.
Director since 2023 with digital and financial expertise; TSR trigger does not apply and no policy flags are present.
Director since 2021 with extensive energy industry and financial turnaround experience serving as Finance Committee Chair; TSR trigger does not apply and all policy criteria are met.
All 12 director nominees receive a FOR vote. EVRG's 3-year total return of 55.2% outperforms the compensation peer group median by +6.6pp, far below the 50pp underperformance threshold that would trigger a No vote for strong-positive TSR performance. Two directors (Newton and Rolph) joined within the past 24 months and are exempt from the TSR trigger. All directors meet attendance requirements (each attended more than 75% of meetings), no overboarding issues were identified, and the board maintains strong independence at 91.7%. A board skills matrix is disclosed.
Say on Pay
✓ FORCEO
Mr. David A. Campbell
Total Comp
$9,537,018
Prior Support
94%%
CEO total compensation of $9.54 million is reasonable for a large-cap regulated utility of Evergy's size and complexity, and the prior year Say on Pay vote received approximately 94% shareholder support, well above the 70% threshold that would require a response. The pay structure is heavily weighted toward variable pay — approximately 88% of CEO total compensation is at-risk through annual cash incentives and long-term equity awards, with 70% of equity grants being performance-based tied to relative total shareholder return, cumulative adjusted earnings per share, and an environmental metric — satisfying the policy's requirement that at least 50-60% of pay be performance-linked. Pay-for-performance alignment is supported by EVRG's 3-year total return of 55.2% outperforming the peer group median by +6.6pp, and the company has a meaningful SEC-compliant clawback policy in place.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$5,334,525
Non-Audit Fees
$182,285
Non-audit fees (audit-related fees of $85,000 plus tax fees of $95,390 plus other fees of $1,895, totaling $182,285) represent only about 3.4% of audit fees ($5,334,525), well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $19B market-cap utility, auditor tenure is not disclosed but the policy requires confirmed data to trigger a No vote, and no material financial restatements were identified.
Overall Assessment
The Evergy 2026 annual meeting presents a straightforward ballot with three standard proposals: director elections, Say on Pay, and auditor ratification. All proposals receive a FOR vote — the board is well-qualified and independent, stock performance has outpaced peers over three years, executive pay is performance-weighted with strong shareholder support history, and auditor fees reflect a clean independence profile. No stockholder proposals appear on the ballot.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing