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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 28, 2021

 

 

VISTRA CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38086   36-4833255

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

6555 Sierra Drive

Irving, TX

  75039
(Address of principal executive offices)   (Zip Code)

(214) 812-4600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, 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.l4a-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 $0.01 per share   VST   New York Stock Exchange
Warrants   VST.WS.A   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07.

Submission of Matters to a Vote of Security Holders

On April 28, 2021, Vistra Corp. (the “Company”) held its previously announced 2021 Annual Meeting of Stockholders, at which a quorum was present. The final voting results regarding each proposal are set forth in the following tables.

Proposal One – Election of Directors – Voting results for Proposal One were as follows:

Hilary E. Ackermann:

 

For

 

Against

 

Abstain

 

Broker Nonvotes

394,550,226

  1,285,753   165,474   24,091,065

Arcilia C. Acosta:

 

For

 

Against

 

Abstain

 

Broker Nonvotes

391,785,686

  4,021,297   194,470   24,091,065

Gavin R. Baiera:

 

For

 

Against

 

Abstain

 

Broker Nonvotes

390,394,177

  5,397,914   209,363   24,091,065

Paul M. Barbas:

 

For

 

Against

 

Abstain

 

Broker Nonvotes

394,843,931

  979,682   177,840   24,091,065

Lisa Crutchfield:

 

For

 

Against

 

Abstain

 

Broker Nonvotes

394,746,141

  1,137,673   117,639   24,091,065

Brian K. Ferraioli:

 

For

 

Against

 

Abstain

 

Broker Nonvotes

392,467,338

  3,393,755   140,361   24,091,065

Scott B. Helm:

 

For

 

Against

 

Abstain

 

Broker Nonvotes

394,363,459

  1,050,308   587,687   24,091,065

Jeff D. Hunter:

 

For

 

Against

 

Abstain

 

Broker Nonvotes

395,012,614

  850,020   138,819   24,091,065

Curtis A. Morgan:

 

For

 

Against

 

Abstain

 

Broker Nonvotes

395,019,500

  848,354   133,600   24,091,065

John R. Sult:

 

For

 

Against

 

Abstain

 

Broker Nonvotes

392,828,510

  3,060,594   112,349   24,091,065

As a result, Hilary E. Ackermann, Arcilia C. Acosta, Gavin R. Baiera, Paul M. Barbas, Lisa Crutchfield, Brian K. Ferraioli, Scott B. Helm, Jeff D. Hunter, Curtis A. Morgan, and John R. Sult were elected to the Board.

Proposal Two – Approval, on an Advisory Basis, of Named Executive Officer Compensation. Voting results were as follows:

 

For

 

Against

 

Abstain

 

Broker Nonvotes

377,730,815

  17,247,372   1,023,266   24,091,065

As a result, the compensation of the named executive officers was approved on an advisory basis.

Proposal Three – Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2021. Voting results were as follows:

 

For

 

Against

 

Abstain

   

417,880,725

  2,140,891   70,903

As a result, the Company’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was ratified.

 

Item 7.01.

Regulation FD Disclosure

On May 4, 2021, the Company is making available on the investor relations section of its website, www.vistracorp.com under “Investor Relations” and then “Events & Presentations”, its first quarter investor presentation for its quarter ended March 31, 2021. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 is deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information on the Company’s website is not and should not be considered part of, nor is it incorporated by reference into, this Current Report on Form 8-K.

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 thereunto duly authorized.

 

    Vistra Corp.
Dated: May 4, 2021    

/s/ Yuki Whitmire

    Name:   Yuki Whitmire
    Title:   Vice President, Associate General Counsel, and
Corporate Secretary
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