SUPPLEMENT TO PROXY STATEMENT DATED APRIL 4,
2023
FOR THE 2023 ANNUAL MEETING OF
SHAREOWNERS
TO BE HELD ON MAY 17, 2023
This supplement (this “Supplement”) supplements the definitive
proxy statement filed by PPL Corporation (the “Company”) with the
U.S. Securities and Exchange Commission (“SEC”) on April 4,
2023 (the “2023 Proxy Statement”) and made available to the
Company’s shareowners in connection with the solicitation of
proxies by the Company’s Board of Directors (the “Board”) for use
at the Company’s 2023 virtual Annual Meeting of Shareowners to be
held at 9:00 a.m. Eastern Time on May 17, 2023 at www.virtualshareholdermeeting.com/PPL2023
(the “Annual Meeting”). This
Supplement is being filed with the SEC and made available to
shareowners on or about April 26, 2023, to (i) update
Craig A. Rogerson’s biography to include his subsequent
membership on a public company board, and (ii) correct the
entry for Steven G. Elliott in the director compensation
table.
This Supplement updates the disclosure to Proposal 1: Election of
Directors – Our Nominees Standing for Election as set forth on page
13 in the 2023 Proxy Statement to include that Mr. Rogerson,
our independent Chair of the Board and a director nominee for
election at the Annual Meeting, is expected to become a director of
Origin Materials, Inc. effective May 1, 2023. As a result of
his new board membership, Mr. Rogerson will serve on a total
of two public company boards, including the Company, beginning
May 1, 2023.
This Supplement also updates the disclosure as set forth on page 32
in the 2023 Proxy Statement in the section titled “2022 Director
Compensation” to include $10,000 in the “All Other
Compensation” column for former director Mr. Elliott, which
represents a charitable matching contribution under the Company’s
charitable matching gift program and increases Mr. Elliott’s
total compensation to $120,508. Mr. Elliott’s information in
the Director Compensation Table and Footnotes 4 and 5 are amended
and restated as set forth below. All other information in this
section remains unchanged.
2022 DIRECTOR
COMPENSATION
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Fees
Earned or Paid in
Cash
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Name of
Director |
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Paid
in
Cash
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Deferred into
Restricted
Stock
Units
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Total |
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Stock
Awards
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All
Other
Compensation(4)
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Total |
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Steven G. Elliott(5)
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$51,744 |
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— |
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$51,744 |
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$58,764 |
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$10,000 |
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$120,508 |
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For Mr. Beattie, Mr. Elliott,
Ms. Redman, Ms. von Althann, Mr. Williamson and
Ms. Wood, this column reflects contributions made under our
charitable matching gift program. Non-employee directors are eligible to
participate in our charitable matching gift program on the same
basis as employees. Under the program, PPL will contribute, on a
100% matching basis, up to $10,000 per year per person to specified
charitable institutions. For Mr. Rogerson, this column
reflects the income reported for spousal flights calculated in
accordance with standard industry fare level rules.
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Mr. Elliott retired from the Board effective
May 17, 2022.
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Except as described in this Supplement, none of the items or
information presented in the 2023 Proxy Statement is affected by
this Supplement. This Supplement does not provide all of the
information that is important to your voting decisions at the
Annual Meeting, and the 2023 Proxy Statement contains other
important additional information. This Supplement should be read
in conjunction with the 2023 Proxy Statement.
If you have already returned your proxy or voting instruction card
or provided voting instructions, you do not need to take any action
unless you wish to change your vote. This Supplement does not
change the proposals to be acted upon at the Annual Meeting, which
are described in the 2023 Proxy Statement. This Supplement, the
2023 Proxy Statement and our 2022 Annual Report are available free
of charge at www.pplweb.com/PPLCorpProxy.