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ENTERGY CORP /DE/ Proxy Solicitation & Information Statement 2019

Mar 22, 2019

30061_rns_2019-03-22_8b3fc2a8-51c5-424a-be98-dc8d0e4974c0.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 a02019.htm DEFA14A html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2019 Workiva Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
ý Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12
Entergy Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
¨ No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 3, 2019.

ENTERGY CORPORATION

ENTERGY CORPORATION

639 LOYOLA AVENUE NEW ORLEANS, LA 70113

Meeting Information

Meeting Type: Annual Meeting

For holders as of: March 4, 2019

Date: May 3, 2019 Time: 10:00 a.m. Central Time

Location: The Woodlands Waterway Marriott

1601 Lake Robbins Drive

The Woodlands,Texas 77380

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

2018 ANNUAL REPORT NOTICE AND PROXY STATEMENT

How to View Online:

Have the 16-Digit Control Number available (located on the following page) and visit: www.proxyvote.com .

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for

requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET : www.proxyvote.com

2) BY TELEPHONE : 1-800-579-1639

3) BY E-MAIL : [email protected]*

  • If requesting materials by e-mail, please send a blank e-mail with the 16-Digit Control Number (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 19, 2019 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Directions to attend the meeting can be found on our website at www.entergy.com/investor_relations/2018_publications.aspx .

Vote By Internet: To vote now by Internet, go to www.proxyvote.com . Have the 16-Digit Control Number available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

The Board of Directors recommends that you vote

FOR all of the nominees:

  1. Election of Directors

Nominees:

1a. J. R. Burbank

1b. P. J. Condon

1c. L. P. Denault

1d. K. H. Donald

1e. P. L. Frederickson

1f. A. M. Herman

1g. M. E. Hyland

1h. S. L. Levenick

1i. B. L. Lincoln

1j. K. A. Puckett

The Board recommends that you vote FOR the following proposal:

  1. Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2019.

The Board recommends that you vote FOR the following proposal:

  1. Advisory Vote to Approve Named Executive

Officer Compensation.

The Board recommends that you vote FOR the following proposal:

  1. Approval of the Entergy Corporation 2019

Omnibus Incentive Plan.

Note: In their discretion, the proxy holders are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof.