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Business Context and Reporting Period

This Form 8-K reports on the Annual Meeting of Stockholders for Public Service Enterprise Group Incorporated (PSEG), held on April 22, 2025. The filing details the outcomes of shareholder votes regarding director elections, executive compensation, corporate governance amendments, and auditor ratification.

Key Financial Metrics

The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting results.

Material Changes and Voting Results

• Director Elections: All management nominees were elected to the Board of Directors. Vote counts varied by nominee, with "Votes Against" ranging from approximately 1.16 million to 24.86 million.
• Executive Compensation: The advisory vote on executive compensation was approved with 338,266,907 votes for and 22,282,760 votes against.
• Corporate Governance Amendments (Failed): Proposals to eliminate supermajority voting requirements for:
  • Certain business combinations (Proposal 3a).
  • Removing a director without cause (Proposal 3b).
  • Making certain amendments to By-Laws (Proposal 3c).
  These proposals did not receive the required affirmative vote of 80% of shares outstanding and eligible to vote and were not approved.
• Auditor Ratification: The appointment of Deloitte & Touche LLP as the independent auditor for 2025 was ratified with 383,559,325 votes for and 33,930,261 votes against.

Guidance, Outlook, and Risks

The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. The document is a factual record of the shareholder meeting outcomes.

Key Facts for Investor Verification

• Verify the specific reasons why the supermajority voting requirement amendments failed to reach the 80% threshold despite receiving over 355 million "For" votes.
• Review the proxy statement for details on the "Votes Against" specific directors, particularly Ralph A. LaRossa and John P. Surma, who received the highest opposition.
• Confirm the implications of the failed governance amendments on future M&A activity or board composition changes.
• Note that there were no proxy solicitations in opposition to management's nominees.