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    Talen Energy Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders

    5/12/25 4:06:58 PM ET
    $TLN
    Electric Utilities: Central
    Utilities
    Get the next $TLN alert in real time by email
    tln-20250512
    FALSE000162253600016225362025-05-122025-05-12


    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 12, 2025

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

    Delaware001-3738847-1197305
    (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 shareTLNThe 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
    Talen Energy Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 7, 2025. At the Annual Meeting, the Company’s stockholders approved the Talen Energy Corporation 2025 Employee Stock Purchase Plan, as amended and restated (the “ESPP”), which had been previously approved by the Company’s Board of Directors, subject to stockholder approval. The ESPP is designed to allow eligible employees of the Company to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a 15% discount with their accumulated payroll deductions. Up to 3,500,000 shares of Common Stock are authorized for issuance pursuant to the ESPP. A further description of the ESPP is set forth in Proposal 4 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2025 (the “Proxy Statement”).
    The foregoing description of the ESPP is not complete and is qualified in its entirety by reference to the full text of the ESPP, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2025, and the terms of which are incorporated herein by reference.
    Item 5.07. Submission of Matters to a Vote of Security Holders.
    As described above, the Company held the Annual Meeting on May 7, 2025. At the Annual Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Proxy Statement. The final voting results for each proposal are set forth below.
    Proposal 1: Election of Directors
    FORWITHHELDBROKER NON-VOTES
    Stephen Schaefer37,358,49552,6582,743,217
    Mark “Mac” McFarland37,363,39947,7542,743,217
    Gizman Abbas36,883,485527,6682,743,217
    Anthony Horton37,329,68481,4692,743,217
    Karen Hyde37,329,94281,2112,743,217
    Joseph Nigro37,210,043201,1102,743,217
    Christine Benson Schwartzstein37,296,087115,0662,743,217
    As a result, the above individuals were elected to serve on the Company’s Board of Directors until the Company’s 2026 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 2024 Named Executive Officer Compensation
    FORAGAINSTABSTAINBROKER NON-VOTES
    34,207,6243,002,189201,3402,743,217
    As a result, the 2024 compensation of the Company’s named executive officers (“NEOs”) was approved on an advisory basis.
    Proposal 3: Approval, on a Non-Binding Advisory Basis, of the Frequency of Future Advisory Votes on NEO Compensation
    1 YEAR2 YEARS3 YEARSABSTAINBROKER NON-VOTES
    36,722,6218,723486,155193,6542,743,217
    As a result, the frequency of every one year for future advisory votes on NEO compensation was approved on an advisory basis. After considering these results, the Company determined that it would hold an advisory vote on NEO compensation every one year until the next stockholder vote on the preferred frequency.
    1


    Proposal 4: Approval of the Company’s 2025 Employee Stock Purchase Plan
    FORAGAINSTABSTAINBROKER NON-VOTES
    37,277,99671,69661,4612,743,217
    As a result, the ESPP was approved.
    Proposal 5: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2025.
    FORAGAINSTABSTAIN
    40,075,60474,7504,016
    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, 2025 was ratified.
    2


    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 12, 2025By:/s/ Terry L. Nutt
    Name:Terry L. Nutt
    Title:Chief Financial Officer
    3
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