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AGM 2021

May 18, 2021

Speaker 1

Good morning, and welcome to the PPL Corporation Annual Meeting of Shareowners. I would now like to turn the meeting over to Craig Rogerson, Chair of the Board of Directors of PPL Corporation. Please go ahead, Mr. Rogerson.

Speaker 2

Good morning. I'm Craig Rogerson, and I serve as the independent Chair of the PPL Board of Directors. It is my pleasure to welcome you to our Annual Meeting of Shareowners. This year, we have elected to hold our meeting virtually to protect the health and safety of our employees and shareowners as we continue to confront COVID-nineteen. With me on the phone today is Vince Sorgy, President and Chief Executive Officer Greg Duncan, Executive Vice President and Chief Operating Officer Joel Bergstein, Executive Vice President and Chief Financial Officer Joanne Raphael, Executive Vice President and Chief Legal Officer, who will be retiring on June 1 and Wendy Stark, Senior Vice President, General Counsel and Corporate Secretary, who will serve as secretary of today's meeting.

We thank Joanne for excellent long time service to PPL and the Board and wish her the very best in her retirement. The heads of our major operating subsidiaries in Pennsylvania, Kentucky and the United Kingdom are on the phone today. Also joining Vince and me on today's call are our fellow members of the Board of Directors as follows: Arthur P. Beatty, Retired Executive Vice President, Chief Financial Officer and Chief Risk Officer of The Southern Company Stephen G. Elliott, Retired Senior Vice Chairman of the Bank of New York Mellon Corporation Raja, Raja Manar, Chief Marketing and Communications Officer and President of Healthcare for Mastercard Natika Von Oltin, former Financial and Risk Executive at Bank of America and Citigroup Keith H.

Williamson, President of the Centene Charitable Foundation and Former Executive Vice President, Secretary and General Counsel of Centene Corporation GBA Wood, Principal of Companies Wood and Former Vice Chairman and Chief Financial Officer of Brown Forman Corporation and Armando Zagala de Lima, Retired Executive Vice President of Xerox Corporation. And now, will the Annual Meeting of PPL Corporation please come to order? At today's meeting, we will first conduct a business portion involving 3 management proposals as noted in the proxy statement. After the polls close for voting on these proposals, Mr. Storgy will provide a business update.

We will then answer questions submitted on the Annual Meeting website. Share owners who have logged into the website may ask a question at any time during the meeting by clicking the Q and A button at the lower right corner of your screen, Type in your question into the submit a question field and clicking submit. We will conduct a meeting consistent with the rules of conduct posted on our website and available through the link at the lower right corner of your screen. It is possible that remarks today may contain forward looking statements about future operating results or other future events. Actual results may differ materially from these forward looking statements.

Please refer to PPL's SEC filings for a discussion of factors that could cause actual results to differ from the forward looking statements. Now let's move ahead with our meeting. At this time, we will appoint a judge of election for today's meeting. Tracy Oates, who represents Broadridge, will serve as our judge of election. I have been informed that notice of this meeting was properly mailed to the shareowners of the company and that a quorum is present.

The first proposal to be considered at this meeting is the election of the 9 directors nominated by the Board of Directors as disclosed in our proxy statement. Proposal 2 is an advisory vote to approve compensation of the named executive officers as disclosed in our proxy statement. Proposal 3 is a request by the company to ratify the audit committee's appointment of Deloitte and Touche LLP as the independent registered public Accounting firm of PPL and its subsidiaries for 2021. We are pleased to have representatives of Deloitte and Touss with us on the phone today. If you have not yet voted your shares, you may vote now by clicking on the Vote Here button on your screen.

We will now pause to allow shareowners to vote. Thank you for voting. I'd now declare the poll is closed. Next on our agenda is a brief business update of PPL's CEO, Vin Sorji.

Speaker 3

Thank you, Craig, and good morning, everyone. It's great to speak with you today at such a pivotal moment in our company's history. I'll focus my remarks today in 3 areas. I'll provide a brief recap of our prior year performance. I'll share an update on the strategic repositioning of PPL, and I'll close with a few thoughts on PPL's strategy and focus moving forward.

Let me begin, however, by saying that the state of our business is strong and it's only getting stronger. PPL's resolve, resilience and agility were on full display in 20 In the face of a global pandemic, we responded quickly and effectively to protect our employees, maintain business continuity and deliver for our customers When it mattered most. 1st and foremost, we provided electricity and natural gas safely and reliably to over 10,000,000 customers. No job we do is more important than that. As we provided this service, we remained as focused as ever on delivering a superior customer experience, earning 3 new J.

D. Power awards in the U. S. And 9 out of 10 scores from customers at each of our U. K.

Delivery networks. At the same time, we remain focused on the future, investing more than $3,000,000,000 in infrastructure improvements to strengthen grid resilience, Incorporate new technology and advance our clean energy strategy. Financially, we maintained a strong position, Delivered on our commitments to return capital to share owners and achieved our earnings guidance despite the impacts of COVID-nineteen. Finally, throughout the year, we stepped up to support our communities as they struggle to cope with the pandemic. We offered payment assistance programs, Flexible payment options and referral services to help customers manage their energy bills.

We donated more than $2,000,000 in direct support for COVID-nineteen relief efforts. We provided 20,000 N95 masks to first responders on the front lines of the pandemic response. And our employees pledged record amounts in our fall giving campaigns to strengthen our communities. In short, I saw our businesses collaborate like never to tackle the challenges of COVID-nineteen. While we recognize our work in this pandemic is not finished, I believe better days are ahead And I'm confident PPL will emerge even stronger.

And as we emerge from this pandemic, we will do so as a transformed company due to the exciting transactions that we announced in March. The transaction is to sell our U. K. Utility business to National Grid And acquire National Grid's Rhode Island Utility Business will reposition PPL as a leading high growth, low risk U. S.

Focused energy company. These transactions will unlock value for share owners, simplify our business mix and strengthen our credit metrics. They will eliminate foreign currency risk in the U. K. Political and regulatory uncertainty that has concerned U.

S. Investors in recent years. They will provide us greater flexibility financially to invest in sustainable energy solutions for those we serve. In addition, the sale and the acquisition will improve our prospects for long term earnings growth. Upon closing of the Narragansett Electric acquisition, We expect to be very well positioned to achieve competitive earnings per share growth and maintain a strong dividend.

We expect to target a dividend payout ratio of 60% to 5% with future dividend growth in line with earnings per share growth. The sale of WPD is expected to result in net proceeds of about $10,200,000,000 Following PPL's $3,800,000,000 acquisition of Narragansett Electric, This will leave about $6,400,000,000 in remaining proceeds. These funds will be used to strengthen our credit metrics by reducing outstanding debt by approximately $3,000,000,000 to $3,500,000,000 In addition, they will support opportunistic growth that maximizes shareholder value. This could include investing incremental capital at our utilities or in renewables, pursuing additional strategic acquisitions, repurchasing shares or performing a combination of these actions. Meanwhile, the acquisition of Narragansett Electric, Rhode Island's primary electric and gas utility, will provide an excellent opportunity to leverage our strong operating model to create significant value for Rhode Island customers and communities as well as PPL share owners.

Rhode Island incentivizes its utilities to make smart, prudent investments that drive real value for customers, and that's something that has been core to our culture and strategy for years. In addition, we believe our experience in developing automated electricity networks can support Rhode Island's strong vision of 100% renewable energy by 2,030 and the state's recently adopted goal of net zero carbon emissions by 2,050. The state's decarbonization ambitions will require automated System balancing on electric T and D systems as renewable generation increases. This includes smart grid technology that automatically activates T and D equipment, Batteries and behind the meter demand response to maintain reliability and power quality. We've been actively building this technology and capability within our PPL Utilities business for years, and we're well positioned to bring that expertise to Rhode Island.

As I shared during our recent Q1 earnings call, We remain on track to close the WPD sale as expected by the end of July with the potential to close as early as this month. We're also very confident in our ability to close on the Narragansett acquisition as expected within a year of our March announcement. We've made all of the state and federal regulatory filings required to secure approval for the acquisition. Both PPL and National Grid have established Rhode Island transition teams and they have actively begun planning to ensure a seamless transition for both employees and Rhode Island customers upon approval and closing of the transaction. In summary, the end result of our strategic repositioning will be a stronger PPL, one with substantial growth prospects and improved financial profile and enhanced strategic positioning.

And PPL will be a company poised to create the utilities of the future. So where do we go from here? As we look ahead, our corporate strategy is focused on driving value for all stakeholders. Our strategy is built around 5 key objectives. 1st, achieve industry leading performance and safety, reliability, customer satisfaction and operational efficiency.

2nd, advance the clean energy transition while maintaining affordability and reliability. 3rd, Maintain a strong financial foundation and create long term value for our shareowners. 4th, foster a diverse and exceptional workplace. And finally, build strong communities in the areas we serve. Within these objectives, there are a number of priorities that drive this strategy.

1st and foremost is delivering electricity and natural gas safely, reliably and affordably and seeing this pandemic through successfully for our customers. As we do, we will remain focused on continuous improvement, innovation, benchmarking and best practice sharing to support operational excellence. Another key priority is advancing our clean energy strategy, which is focused on decarbonizing our generation and non generation operation, Enabling 3rd party decarbonization through our transmission and distribution networks and advancing research and development of clean energy technology necessary to achieve net zero. We've made significant progress in reducing carbon emissions over the past decade, cutting our carbon footprint nearly 60% since 2010. We've divested or retired more than 5,200 megawatts of coal fired generation over that period, resulting in an asset portfolio heavily weighted towards transmission and distribution.

And we expect to economically retire another 1,000 megawatts of coal fired generation by 2028. As we move forward, we will continue to innovate and remain on the leading edge of deploying smart grid technology That's essential to supporting greater electrification of the economy and increased distributed energy resources. We will also continue to actively support R and D, including the new low carbon resources initiative led by the Electric Power Research Institute and Gas Technology Institute. PPL is an anchor sponsor of this initiative, which is focused on advancing clean energy technology to support deep economy wide decarbonization. Moving forward, we'll be informed by our updated integrated resource plan in Kentucky and a new climate assessment report that we will issue this fall, which will consider updated climate scenarios.

Other notable priorities include supporting strong communities through philanthropy, volunteerism and customer assistance. And they also include enhancing our diversity, equity and inclusion culture here at PPL, which fuels innovation, drives growth and better positions us to deliver on our commitments to stakeholders moving forward. In closing, I'm incredibly proud of how our company continues to perform. I'm excited about the opportunities ahead as we reposition PPL for future success. I'm confident we will continue to deliver long term value for our customers, share owners and the communities we serve.

And I thank you for your investment and trust in PPL. Craig, I'll now turn the call back over to you.

Speaker 2

Thank you, Vince. I now ask the Judge of Election to submit a report.

Speaker 4

Mr. Chair, the judge of election of the 2021 Annual Meeting of Shareowners of PPL Corporation Hereby reports that the individuals listed in the company's proxy statement as nominees for directors each received more than 430,000,000 And the nominees are Arthur P. Beatty, Stephen G. Elliott, Raja Rajvanar, Craig A. Rogerson, Vincent Sorgy, Latika Von Alsang, Keith H.

Williamson, Phoebe A. Wood and Armando Zagallo de Lima have been duly elected directors of the company to hold office until the next Annual Meeting of Shareholders. The judge of election reports that the company's proposal to approve the compensation of named executive officers has been approved by shareholders receiving more than 524,000,000 votes. The judge of election reports that the action of the Board of Directors in the appointment of Deloitte and Touche LLP as independent registered public accounting firm for the year ending December 31, 2021 has been duly ratified.

Speaker 2

Thank you very much for your report and for assisting us today. At this point, I declare the formal portion of our annual meeting concluded. We'd like to take your questions now. As a reminder, shareowners who would like to ask your question may do so by clicking on the Q and A button at the lower right corner of your screen. We've allotted up to 15 minutes to answer questions today.

Any questions pertinent in the meeting and not answered to or prior to the meeting Brian Hill from our Corporate Communications Group will read questions submitted by shareowners. Brian, do we have any questions?

Speaker 5

Thank you, Craig. We do have a number of questions in the queue. I'll start with several that are related to PPL's dividend. Specifically, Will the dividend increase annually moving forward? How long will it take to get to your targeted payout ratio?

And is PPL's dividend secure?

Speaker 2

Thanks, Ryan. Let me take that one. PPL has long maintained a strong commitment to the dividend as Key component of total shareowner return. Last year, we increased our dividend for the 18th time in 19 years, returned more than $1,000,000,000 to shareowners. In April, we paid our 301st consecutive quarterly dividend.

Looking forward, the dividend will remain an important piece of our overall shareowner return. As noted in earlier remarks, upon closing of our strategic transactions, we expect to target a dividend payout ratio of 60% to 65%. We intend to deliver a dividend growth rate consistent with the earnings growth per share and we expect our EPS growth to be competitive with U. S. Utility peers.

At this time, it's still premature to get into additional details around the dividend as we aren't providing earnings projections yet. However, we plan to provide earnings and dividend guidance once both transactions close. At that point, we will be able to share more information with investors and align the dividend with targeted payout as I described. In the meantime and until the close of both transactions, we expect to keep the quarterly dividend at its current level of $0.415 per share.

Speaker 5

Thanks, Craig. Before we leave the topic of PPL's dividend, I see if we have an additional question Related to the Biden administration's tax proposals, namely how might the Biden administration's tax plans Impact future dividend payments?

Speaker 2

We wouldn't anticipate any impact to PPL's dividend as a result of We wouldn't expect changes in the federal income tax rate to have a material impact on earnings or cash flows as federal income taxes are primarily a pass through cost collected through utility rates.

Speaker 5

Thank you, Craig. Our next questions relate to PPL stock price performance. How do you explain the drop in PPL stock price over the past 5 years? Why does PPL stock price remain so low? And what can the company do to encourage more buyers of PPL stock?

Speaker 2

Vince, maybe it's a better one for you to answer.

Speaker 3

Sure. Thanks, Craig. Certainly appreciate the question and thank our investors for the trust that they've We continuously think about how we can create additional value for those that invest in PPL. Improving total shareowner return has been a clear priority for our Board and for our entire executive leadership team. PPL's strategic repositioning As we think about PPL's relative stock price performance in recent years, The biggest factor in our relative performance has clearly been UK political and regulatory uncertainty that has impacted the foreign currency exchange rate and weighed on investors' confidence in the U.

K. Really since the Brexit referendum in 2016. With our U. K. Operations Consistently generating over half of PPL's earnings, that political and regulatory uncertainty has disproportionately affected Our stock price relative to other U.

S. Investor owned utilities, and it has affected the stock despite our continued operational excellence across PPL, including our U. K. Operations. Our recently announced transactions are about changing that dynamic, however, And we believe they offer the best path forward to improving total shareowner return while addressing other investor priorities.

As I mentioned in my earlier remarks, the sale of WPD and the acquisition of Narragansett Electric will create a leading high growth, low risk U. S. Focused energy company. And together, these transactions will simplify our business mix, strengthen our credit metrics by reducing corporate debt, Eliminate U. K.

Political regulatory and foreign currency risk, improve our earnings growth rate and enhance our ability to invest in sustainable energy solutions. I can tell you from our engagement with the investment community that the transactions have been very well received from both a valuation perspective in terms of the value that we were able to secure for our WPD business, but also from a strategic perspective. And while the stock has not performed as well as other U. S. Utilities, we recognize that investors will likely need further clarity on the transaction's execution, Our ultimate use of the proceeds and the resulting future growth profile from for the company.

As I shared earlier, we're focused in this area and we have been making significant progress on closing the transactions as we also assess how best to deploy the WPD sale proceeds in a disciplined manner that will maximize shareowner value. While it may take some time to execute our transition plan, we fully expect that investors will realize long term value through our actions, And we truly believe that these transactions best position the company for future success. Ultimately, we're confident the new PPL will offer investors one of the most compelling low risk opportunities in the sector. And over time, we believe this will be recognized by the market. Thanks, Vince.

Speaker 5

We've also had several questions that are related to the Board. In particular, why do we have as many Board members as we have? And then one shareowner asked, how do you defend reelection of directors In the presence of relative and absolute returns on investor capital in recent years.

Speaker 2

Thanks, Ryan. Let me answer this one. Let me begin by saying I'm very proud of PPL's Board of Directors. We have a strong, engaged, Independent and diverse Board with the right blend of experience, skills and perspectives to oversee PPL's continued growth and success. We have newer directors and we also have experienced directors who've led the company through its transformation into one of the largest investor owned utility companies in the U.

S. And today are helping to lead our evolution as we strategically reposition PPL for the future. Regarding board size, PPL's Board is actually slightly smaller than the average Board size of the roughly dozen peer companies we often benchmark our stock performance against in our sector. On balance, our Board size allows for the right blend of skills and diverse perspectives that I mentioned earlier, while still allowing us to be efficient and effective in how we function. Collectively, we have broad executive leadership, financial operations, regulated industry, risk management, customer relations, Marketing and technology experience and expertise.

In summary, I believe the Board has the right mix of skills and backgrounds to guide PPL's corporate strategy moving forward as we best position PPL to drive long term growth and value for our shareowners.

Speaker 5

Thank you, Craig. Our next question deals with renewable generation, actually several questions in this Area, specifically how will solar impact PPL? And will PPL construct renewable generation facilities?

Speaker 2

Minh, why don't you take this one?

Speaker 3

Sure. And maybe I'll start with the second question first, which was, Will PPL construct renewable generation? The simple answer to that is yes. In fact, we've built renewables in the past. We continue to build, Acquire and support the growth of renewable generation in a variety of ways today, and we will continue to do so moving forward.

As an example, in Kentucky, we've built the state's largest solar power facility and in recent years, we completed a major renovation of our Ohio Falls hydroelectric facility. Last year in Kentucky, we secured regulatory approval for 100 Megawatt Solar Power Purchase Agreement to meet increased customer demand for clean energy options. Also in Kentucky, we continue to support the growth of renewable energy in the state Through LG and E and KU's business solar program, which develops private solar facilities on-site for commercial and industrial customers, and through our solar share program, which gives residential business and industrial customers the opportunity to share in local solar energy developed by our Kentucky operations. As we look even further out, we expect to economically replace our Kentucky coal fired power plants over time with a mix of renewables and natural gas as we pursue our goal to cut our carbon emissions. Apart from our Kentucky operations, PPL's Safari Energy subsidiary also continues to support the growth of solar power.

Just this March, Safari Energy announced it had developed or acquired its 500th commercial scale solar project. The company's projects span 24 states and the District of Columbia. PPL acquired Safari Energy in 2018, and we expanded its business model beyond simply building and selling solar facilities to now developing, acquiring and owning solar projects. Since then, the company has already acquired more than 100 solar projects. This included adding more than 90 megawatts of solar generation in 2020 alone.

As I mentioned in my earlier remarks, we view additional Investment in renewables is one option for the potential use of proceeds from the transactions that we announced in March. And while we will remain disciplined in our approach, We do see additional opportunity to deploy capital into our renewables business in a value accretive way for our shareowners. So So circling back to the first part of the question, which was how will solar or renewables impact PPL? In part, we see it as another opportunity to support a clean energy transition and future PPL growth. But there's also another element to renewables and that involves our electricity networks.

As I shared, we've been a leader in developing and deploying smart grid technology that is essential to supporting greater electrification of the economy and increased distributed energy resources. The grid of yesterday was built to transport power from large central power plants to communities and neighborhoods. Essentially, it was designed to accommodate one way power flow. The grid of the future, however, will require networks that are much more dynamic, Networks that balance two way flows of power as renewable generation, including private solar and storage increase their connection to the network. We've been actively building this technology and capability within our PPL Electric Utilities business for years and we will continue to do so.

We'll also continue to support research and development into low carbon technologies and to partner on demonstration projects to advance a cleaner energy future. We're taking all of these actions to not only prepare for the future, but to enable it. Thanks, Craig.

Speaker 5

Thank you, Vince. Sticking with the topic of generation, we have a question from a shareowner About our generation in Kentucky, specifically, we closed 1200 Megawatts of coal plants in Kentucky, But we are only replacing it with 4 megawatts of solar. How will we make up the difference in power generation?

Speaker 2

Vince, that's yours as well.

Speaker 3

Sure. And as the shareowner notes, our actions have included retiring 1200 Megawatts of coal fired generation in Kentucky. We replaced the significant portion of that retired generation with a new Efficient 6 40 Megawatt Natural Gas combined cycle generating unit that began operation back in 2015. Additional capacity was not necessary to meet customer demand. And as I shared in my earlier remarks, We expect to retire an additional 1,000 megawatts of coal fired power plants in Kentucky by 2028.

As a result, our utilities in Kentucky issued requests for Proposals in January. We're seeking 300 megawatts to 900 megawatts of electricity beginning in 2025 to 2028. We expect the responses will include a mix of renewables and natural gas. Additionally, LG and KU have asked for proposals for at least 100 megawatts of battery storage. The request for proposals will allow us the opportunity to evaluate a number of options to ensure that we continue to meet our obligations to serve our Kentucky customers' energy needs in the most reliable and least cost fashion.

Speaker 5

Thanks, Vince. The next question is, will PPL follow a number of other utilities

Speaker 3

I could take that one, Craig.

Speaker 2

Yes, please.

Speaker 3

Across PPL, I'll just say that we continue to position our utilities to fight climate change in a manner that really balances the needs of our customers and the environment. We have a current goal to reduce our carbon emissions by at least 80 percent from 2010 levels by 2,050 and 70% by 2,040. The targets that we've set are based on current economics and technologies as well as current legislation and regulation. As a result, we believe these targets are very credible and achievable, and we're well on our Way up to meeting them as we've already reduced our CO2 emissions by nearly 60% since 2010. We believe achieving the final 20% and getting to net zero is a significant challenge given current technology and economics, But we're committed to taking the actions needed to reach a net zero economy.

We're investing in research and development into clean energy technologies, as I shared in my earlier remarks to enable us to go even further faster than the goals that we've set and to help our sector move to net zero carbon emissions. During 2021, we'll be updating our climate assessment report and integrated resource plan in Kentucky. Both of these reports will provide the analysis For management and the Board to assess the appropriateness and the timing of adopting a net 0 by 2,050 goal. Bottom line, as the world confronts climate change, we're committed to doing our part to advance a cleaner energy future here at PPL as well. Thanks, Craig.

Speaker 5

Thank you, Vince. I think we have time for one more question. And so our final question relates to politics. Will the Board select a political party to align itself with Or will it direct the company to remain independent of political parties?

Speaker 2

Thanks, Ryan. Let me take that one. Our interests at PPL are in policy. We recognize that laws and policies enacted at the federal, State and local levels can have a significant impact on PPL and our customers, employees and share owners. As a result, we actively encourage public policy that furthers our ability to deliver energy safely, reliably and affordably to our customers and supports growth and innovation in ways that benefit our company and our stakeholders.

Our participation in the public policy arena is aimed at ensuring public officials are kept informed of key issues that affect the interests of our stakeholders. As for political parties, I would note that PPL Corporation and its affiliates are prohibited from making contributions to candidates and political parties, including in kind contributions. This is prohibited under federal law and under the laws of Pennsylvania and Kentucky, the states in which PPL currently has significant utility operations. I'd also note that PPL did not make any independent political expenditures in connection Campaigns are influenced ballot measures in 2020 and it's our policy not to make such expenditures. We do have federal and state political action committees or PACs through which employees may participate in the political process.

These non partisan voluntary PACs are organized operated separately from PPL Corporation as required by law. In addition, we're guided by steering teams Allocations teams made up of employees from across the company and decisions regarding PAC contributions are made without regard to the private political preference of any executive or individual employee. Additional details regarding our approach to public policy engagement can be found on our website. With that question, the Q and A portion of our meeting is concluded. I thank all of you for participating in today's meeting And for your continued support of PPL Corporation.

The meeting is now adjourned.

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