DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240, Rule 14a-12

Targa Resources Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b)

per Exchange Act Rules

14a-6(i)(1)

and

0-11

TARGA RESOURCES CORP.

811 Louisiana Street | Suite 2100 | Houston, Texas 77002

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Targa Resources Corp.:

Notice is hereby given that the Annual Meeting of Stockholders of Targa Resources Corp. (the “Company” or “Targa”) will be held at 811 Louisiana Street, Suite 2100, Houston, TX 77002 on May 23, 2023, at 8:00 a.m. Central Time (the “Annual Meeting”). The Annual Meeting is being held for the following purposes:

To elect the three Class I Directors named in this proxy statement, each to serve until the 2026 annual meeting of stockholders (Proposal One).

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2023 (Proposal Two).

To approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2022 (Proposal Three).

To approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (Proposal Four).

To consider and vote upon a stockholder proposal requesting that the Company issue a report assessing policy options related to venting and flaring, if properly presented at the meeting (Proposal Five).

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Targa Resources Inc.