Entergy Corporation (ETR)
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AGM 2026

May 8, 2026

Operator

Good morning, everyone, and welcome to the 2026 Annual Meeting of Shareholders of Entergy Corporation. Now, I will turn the meeting over to Dan Falstad, Entergy's Senior Vice President, General Counsel, and Secretary.

Dan Falstad
SVP, General Counsel, and Secretary, Entergy Corporation

Good morning, welcome to our 2026 Annual Meeting of Shareholders. I'd like to take a few minutes to outline some of the important guidelines that will govern today's meeting. While we do not expect any technical difficulties today, in the event we lose our audio or webcast connection and are unable to provide any updates, please wait up to 10 minutes for resolution. You also may refer to the Events and Presentations page of the Investor Relations section of our website for updates. During today's meeting, we may make certain forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, the company's actual results could differ materially from these forward-looking statements.

This may be due to a number of factors, which are set forth in our Form 10-K filed with the SEC on February 19th, 2026, and our first quarter Form 10-Q filed with the SEC last week. Entergy does not assume any obligation to update these forward-looking statements. Shareholders may submit questions electronically until the end of the business portion of today's meeting. You may do that by selecting a question topic and typing in your question in the text box that appears on the bottom left-hand side of the screen. All guests are in a listen-only mode and cannot submit questions. Appropriate questions received during the meeting that are not answered live will be answered following the meeting on the Events and Presentations page found within our Investor Relations website.

With that, I am pleased to introduce Drew Marsh, Entergy's Chair and Chief Executive Officer, to share a few opening remarks.

Drew Marsh
Chair and CEO, Entergy Corporation

Thanks, Dan. Good morning, everyone, and thank you for attending Entergy 77th Annual Meeting of Shareholders. I want to acknowledge and welcome the Entergy Board of Directors who are attending today's meeting. I'd like to start with a recognition of Marcus Brown, our former Executive Vice President and General Counsel, who announced in December that he would retire after 31 years of distinguished service to Entergy and the New Orleans community, and a fixture on these meetings for more than one decade. We are profoundly grateful to Marcus not only for his transformative leadership within our company, but also as a consequential leader in our community, and that will serve as his lasting legacy. Marcus has been an invaluable strategic advisor and partner to me and the board, and we thank him and wish him well.

Additionally, as our board and management gather for the annual meeting this year, we mourn the recent passing of Chris Bakken, our former Executive Vice President and Chief Nuclear Officer, who retired from the company in 2023. Chris was an exceptional leader whose impact on our company and our industry was deep and lasting. He will be profoundly missed as a colleague, a leader, and a friend. We extend our deepest condolences to his family, friends, and all who had the privilege of working alongside him. I'd also like to introduce the two newest members of our board, Lewis Ropp and Retired Admiral Frank Caldwell.

Lewis, who joined our board in August of 2025, is a retired Senior Managing Director and Senior Equity Partner of Barrow Hanley Global Investors, brings to our board extensive experience in finance and energy, including a deep understanding of capital markets, investor relations, regulatory compliance, and the risks and opportunities facing our industry. Frank joined our board in November of 2025 following a distinguished 42-year career in the United States Navy, where he most recently served as Director of the Naval Nuclear Propulsion Program. Frank has deep nuclear expertise as well as valuable leadership and risk management experience gained through his career in the Navy and subsequently as an independent consultant to the nuclear industry. Our board will benefit from Lewis and Frank's valuable perspectives as we continue to oversee Entergy's growth and evolving opportunity set during a time of great change for our company and industry.

Lastly, I'd like to acknowledge our 12,000 employees for their passion and commitment to driving our results each day and who once again in 2025 proved how to grow, adapt, and lead for the benefit of our stakeholders. They put our customers' communities at the front of every decision and execute every day on our vision statement of We Power Life. We're actively improving our employees' working experience through enhancements to our culture, our benefits, and our skill building, especially providing new leadership and technical training to support a world rapidly evolving with AI. 2025 was a year of continued growth, meaningful progress, and ongoing transformation. None of it would have been possible without our employees' dedication, resilience, and belief in our mission.

For a comprehensive summary of the company's 2025 achievements, I encourage you to read our performance report, which can be found on the sustainability section of our website. For our progress through the first quarter of this year, I encourage you to listen to a replay of our earnings call held last week. Before moving to the business portion of today's meeting, I will just briefly highlight some of the ways we continued to advance our customer-centric growth strategy last year. In 2025, we focused on our customers' experience, including maintaining customer affordability and building a more resilient grid. We also helped create vibrancy in our communities and delivered adjusted earnings per share and credit metrics that met our owners' expectations.

Starting with customers, 2025 was a strong year for customer growth to continue to support economic development by helping state and local leaders bring new customers to our region. We added electric service agreements totaling more than 3.5 GW in 2025, driven primarily by hyperscale data center customers. All customers benefit when we gain hyperscale with customers like Google, Meta, and Amazon Web Services, and we have formalized that expectation through our Fair Share Plus pledge. The fair share portion means that our data center customers pay for the incremental costs of the infrastructure needed to serve them. These new customers also provide direct benefits to our existing customers through paying their share of fixed costs our existing customers would otherwise cover. To date, we have identified an estimated $7 billion of fair share benefits over the life of the electric service agreements.

The plus portion includes community benefits like jobs and support for community investment through new tax base, as well as customer benefits such as low income and energy efficiency initiatives. In 2025, we made progress building the new generation and transmission facilities to support our customer growth, including advancing renewable energy and other clean technology solutions. At the same time, we invested in resilient equipment designed to strengthen the grid and protect our customers from severe weather, including the impacts of hurricane force winds and storm surge. For our efforts, we were rewarded by our customers with a first quartile Net Promoter Score ranking for our system overall. A first since we have been tracking the metric. During the past year, we deepened our engagement with the communities we serve.

In 2025, our continued philanthropic focus on improving the lives of our customers and communities resulted in an economic impact of $145 million across our service area. Our dedicated employees contributed 169,000 hours of volunteer service valued at $5.65 million. We also played a significant role over the past year leading up to and following Super Bowl LIX, held here in New Orleans, where we served as a founding partner of the Super Bowl LIX Host Committee and partnered with the Saints, the NFL Foundation, and others to award $3.5 million through the charitable legacy program known as Impact 59, powered by Entergy. Finally, last year, we again delivered strong adjusted earnings per share growth in the top half of our guidance range.

We grew our quarterly dividend per share, and importantly, we continue to maintain strong credit metrics, which provides financial flexibility as well as long-term customer benefits through lower cost of capital. All our stakeholders have a bright future ahead, and Entergy is providing energy like nowhere else through fostering growth within our service area and through investment in affordable, more reliable, and more resilient energy. Whether you are a customer, employee, community member, or an owner, thank you for your continued support of our company. We are grateful to serve you and remain committed to delivering meaningful outcomes for everyone. We'll now begin the business portion of the meeting and address the matters covered by the proxy statement. After that, we'll have some time for questions from our shareholders. At this time, I officially call the meeting to order. The polls are now open.

It is my intent to chair and conduct this meeting in the manner stated in the agenda and the rules of conduct and procedures for the meeting. In addition to the other members of the board of directors, representatives of Deloitte & Touche, our independent registered public accountants are also participating in today's meeting. Dan, I will now ask you to report on the mailing of the notice for this meeting, the presence of a quorum, and other business we will consider today.

Dan Falstad
SVP, General Counsel, and Secretary, Entergy Corporation

Thank you, Drew. Today's meeting agenda is shown at the top right corner of the webcast screen, and the rules of conduct, which outline how we will proceed with today's meeting, are available on the virtual meeting portal in the Meeting Materials section. To facilitate an orderly meeting and to permit enough time for questions at the end, we ask that you abide by these rules. Participants are not permitted to use any recording devices. However, this meeting is being recorded and a replay will be available on the Events and Presentations page found within our investor relations website. The notice of the annual meeting of shareholders of Entergy Corporation was provided to shareholders of record as of March 11, 2026. The notice and the proxy statement were distributed to shareholders beginning on March 27. A list of shareholders is available on the virtual meeting portal for today's meeting.

As of the record date, there were 457,798,633 shares of our common stock outstanding. Beth VanDerbeck, our appointed Inspector of Election, is in attendance today and has informed us that a majority of the shares entitled to vote at the meeting are represented today. Accordingly, we have a quorum, and we may proceed with the business of the meeting. I will now review the matters to be voted on. As noted, the polls are open. If you have already submitted your vote, you will not need to vote today. Your shares will be voted in accordance with the directions you previously provided. If you have not already voted your shares or wish to change your vote, you may do so by selecting the Vote button at the bottom right corner of the meeting portal.

The polls will remain open until we conclude the matters to be voted on portion of the meeting.

However, once the polls close, no further proxies or votes or any revocations or changes will be accepted. The first proposal is the election of directors. The director nominees are Gina Adams. Gina is the Executive Vice President, General Counsel, and Secretary of FedEx Corporation. John Black. John is a retired Audit Partner of Deloitte & Touche. John Burbank. John is an independent strategic advisor and entrepreneur. James F. Caldwell Jr. Frank is a retired admiral and former Director of the Naval Nuclear Propulsion Program. Kirkland Donald. Kirk is the Chairman of Huntington Ingalls Industries, Inc., and is also a retired admiral and former Director of the Naval Nuclear Propulsion Program. Brian Ellis. Brian is the former Senior Vice President and General Counsel of Danaher Corporation. Philip Frederickson . Phil is a former Executive Vice President of ConocoPhillips. Lisa Hyland. Lisa is a former Senior Vice President of EQT Corporation.

Stuart L. Levenick. Stu is our Board's Lead Director and a former Group President and Executive Office member of Caterpillar Inc. Drew Marsh. Drew is Entergy's Chair and CEO. Karen Puckett. Karen is a former President of Harte-Hanks Inc. Lewis Rapp. Lewis is a retired Senior Managing Director and Senior Equity Partner of Barrow Hanley Global Investors. The next items are two management proposals. Proposal 2 is the ratification of the appointment of Deloitte & Touche as our independent registered public accountants for 2026, and Proposal 3 gives our shareholders the opportunity on an advisory basis to approve our named executive officer compensation. That concludes the matters to be voted on. The polls are now closed. The Inspector of Election will collect and tabulate all of the proxies and ballots.

Subject to final verification by the Inspector of Election, I can report that each of the director nominees has been elected. The appointment of Deloitte & Touche as our independent registered public accountants for the fiscal year ending 2026 has been ratified, and the advisory vote to approve named executive officer compensation has been approved. After the meeting, we will complete the final vote tabulations and provide the final voting results on the Events and Presentations page found within our investor relations website and in a Form 8-K filed with the SEC.

Drew Marsh
Chair and CEO, Entergy Corporation

Thank you, Dan. There being no further business to come before the meeting, I declare the 77th annual meeting of shareholders of Entergy Corporation adjourned. At this time, we'll answer questions received from our shareholders, and we have a few.

First question is: What is Entergy doing to ensure large projects like data centers don't burden our customers with higher costs? We are taking proactive, responsible steps to ensure that data centers do not shift costs onto our residential customers. As I mentioned a few minutes ago, we announced our Fair Share Plus pledge, which is a set of guiding principles that ensure data centers pay their fair share for the power they consume, plus provide additional benefits for customers and communities. The fair share portion creates an estimated $7 billion of benefits, which means existing customers' bills will be lower than they would have been. The plus part is all the community benefits envisioned by our state and local leaders and is also substantial.

I discussed this in greater detail on our first quarter earnings call last week, which I encourage you to listen to, and you can read our 2025 performance report found on our website, where we also describe the customer and community benefits of our Fair Share Plus pledge. The next question is: What is Entergy's role in economic growth for its service area? We aim to be a catalyst for economic growth across the Gulf South region. We deliver reliable, affordable energy that attracts new industries, expands existing businesses, and strengthens our regional competitiveness. Through our one-stop shop for technical energy solutions, we have a long track record for enabling large-scale industrial, manufacturing, and data center customers to locate in our region. These new customers create benefits through jobs, growth in the local tax base, and investments in infrastructure improvement.

Meanwhile, we connect potential customers to state and local leaders to highlight these benefits and build community support for investment. Finally, we invest alongside our customers through our philanthropic programs and workforce development initiatives to support resilient, thriving communities. The next question is: Has Entergy seen any improvement in productivity and operations from the use of artificial intelligence? We are making steady progress on our AI journey, with early deployments already helping streamline work and improve operational consistency. Across the business, AI is automating routine tasks like supporting key functions, organizing large volumes of information, and surfacing insights that help employees make decisions more quickly and confidently. These early wins are showing up in areas such as customer and employee support, operational planning, sourcing and contract oversight, and internal and data analysis so that our teams can focus time on efforts with the highest productivity.

While we are in the early stages of adoption, these efforts are accelerating and reflect growing organizational capability. As we continue forward, we'll apply AI to a broader set of processes that can further strengthen performance, reliability, and resilience. Future opportunities include simplifying and standardizing complex administrative processes, improving the way we gather and analyze information, supporting leaders with clearer insights, benchmarking of performance, and enhancing our ability to plan, maintain, and respond across our system. We remain committed to learning, scaling responsibly, and expanding AI in a way that supports employees, reduces risk, and enhances reliability for the customers and communities we serve. It's a multi-year journey, and each step continues to build on the foundation for greater impact over time. The next question is how much expected growth in electricity demand is coming from current and projected data centers?

This is a good topic for our investor day about a month away in early June. We had previously announced five electric service agreements with hyperscale data center customers, all of which are included in our 16% industrial sales compound annual growth rate through 2029 that we discussed on our earnings call last week. For perspective, our traditional non-data center industrial sales growth has been north of 5% for the last 15 years. We do not add hyperscale data center projects to our capital plan until an ESA has been signed to ensure we are planning appropriately for that large growth. We also continue to receive data center interest within our service area.

We have a pipeline of 7-12 GW of potential data center customers that provide incremental opportunities above our current plan, and we have the capacity to serve incremental growth above our current plan. The next question is what kind of contracts and terms is Entergy entering into regarding supplying energy to data centers? While we don't disclose specific terms of these agreements, we do have a framework with guiding principles to account for our new customers goals and impacts for our existing customers and communities. The Fair Share Plus pledge I mentioned earlier encompasses these commitments. Our agreements are long-term, contain strong minimum bill and termination provisions, provide for a future transition to clean energy, and include strong credit requirements to ensure our broad customer base is not left to pay for investments needed as a result of adding large data center loads to the system.

As I mentioned earlier, existing customers will see benefits from these electric service agreements, including rate offsets. The addition of these large load customers to our service area also creates real value for our communities, including benefits from jobs, increased tax base, more diversified infrastructure to increase reliability and resilience, lower fuel costs, and economic development, among many other benefits. The next question is can you provide an update on the hardening of the grid? Where are we with this hardening, and what additional hardening are we to expect over the next year? System resilience is a key area of focus, and we continue to deliver that value to customers. Continue to implement our multi-year accelerated resilience strategy in Texas, Louisiana, and New Orleans that has more than $2 billion authorized by regulators.

In 2025, we invested approximately $3.5 billion in energy delivery overall, which includes accelerated resilience projects to support customer growth and to improve reliability. As discussed further in our most recent performance report through the end of 2025, we had invested over $800 million in improved accelerated resilience work, including 17 substation upgrades and 59 line hardening projects, ultimately upgrading more than 15,800 critical structures. Through both accelerated resilience investments as well as new investments in infrastructure built to today's standards, through 2029, we're investing $17 billion in energy delivery for new construction on more than 800 miles of 500 kV lines and more than 200 miles of other transmission lines, as well as investment in new substations and distribution lines.

Because this remains a key focus area, Entergy New Orleans filed an application for the second phase of its resilience program, requesting approval for up to $400 million in projects. Entergy Louisiana plans to file its phase two in the coming months. The last question, which is what is the one thing that competing utilities have that you wish Entergy had? It's an excellent question. There are many things that our peers do as well as other companies in other industries from which we can learn. Our ultimate goal is to improve every day against our own standards, as well as be ranked as premier within relative peer benchmarks. We're working to get better every day against these high standards.

I'm incredibly proud of the work that our team has accomplished, partnering closely with so many of our stakeholders and state and federal leaders to bring real economic development, real jobs, and real opportunities to our region through attracting new hyperscale data centers and customers and other industrial expansion. We have captured a significant amount of growth for our company and for our region on behalf of our customers and communities, and we remain excited about the additional growth opportunities that lie ahead of us. This concludes the Q&A session and today's meeting. As a reminder, we will post responses to any other questions submitted during the meeting, as well as the questions I just answered this morning, along with a replay of today's webcast on the investors section of our website early next week.

Thank you for attending the annual meeting of shareholders and for your continued support of Entergy. Stay safe and have a great afternoon.

Operator

The meeting has now concluded. Thank you for joining, and have a pleasant day.

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