UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 22, 2025

Public Service Enterprise Group Incorporated

(Exact name of registrant as specified in its charter)

New Jersey

001-09120

22-2625848

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification Number)

80 Park Plaza

Newark, New Jersey 07102

(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐

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 240.14a-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 without par value

PEG

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

The Annual Meeting of Stockholders of Public Service Enterprise Group Incorporated (PSEG) was held on April 22, 2025. Proxies for the meeting were solicited by PSEG pursuant to Regulation 14A under the Securities Act of 1934. There was no solicitation of proxies in opposition to management’s nominees as listed in the proxy statement.

All of management’s nominees were elected to the Board of Directors. The advisory vote on executive compensation was approved.

The amendments to our Certificate of Incorporation and/or By-Laws to eliminate the:

•

supermajority voting requirements for certain business combinations,

•

supermajority voting requirements to remove a director without cause, and

•

supermajority voting requirement to make certain amendments to our By-Laws

did not receive the required affirmative vote of 80% of the number of shares outstanding and eligible to vote and were not approved.

The appointment of Deloitte & Touche LLP as PSEG’s independent auditor was ratified. Final results of the voting are provided below:


Proposal 1: Election of Directors
Terms expiring in 2026	Votes For		Votes Against		Abstentions		Broker Non-Votes
Ralph A. LaRossa		335,633,078		24,858,567		1,905,146		56,209,579
Susan Tomasky		351,751,154		9,923,286		722,351		56,209,579
Willie A. Deese		348,742,278		12,845,569		808,944		56,209,579
Jamie M. Gentoso		360,461,785		1,160,589		774,417		56,209,579
Barry H. Ostrowsky		351,872,347		9,700,687		823,757		56,209,579
Ricardo G. Pérez		359,479,770		2,122,319		794,702		56,209,579
Valerie A. Smith		359,069,204		2,573,637		753,950		56,209,579
Scott G. Stephenson		360,322,607		1,313,898		760,286		56,209,579
Laura A. Sugg		360,327,857		1,352,447		716,487		56,209,579
John P. Surma		348,875,977		12,752,087		768,727		56,209,579
Kenneth Y. Tanji		360,211,242		1,384,367		801,182		56,209,579

Proposal 2:	Votes For		Votes Against		Abstentions		Broker Non-Votes
Advisory Vote on the Approval of Executive Compensation		338,266,907		22,282,760		1,847,124		56,209,579


Proposal 3(a):	Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of Amendments to our Certificate of Incorporation – to eliminate supermajority voting requirements for certain business combinations		356,400,218		4,362,111		1,634,462		56,209,579

Proposal 3(b):	Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of Amendments to our Certificate of Incorporation and By-Laws – to eliminate supermajority voting requirements to remove a director without cause		356,500,283		4,444,780		1,451,728		56,209,579

Proposal 3(c):	Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of Amendments to our Certificate of Incorporation – to eliminate supermajority voting requirement to make certain amendments to our By-Laws		355,913,056		4,979,499		1,504,236		56,209,579

Proposal 4:	Votes For		Votes Against		Abstentions		Broker Non-Votes
Ratification of the Appointment of Deloitte & Touche LLP as Independent Auditor for 2025		383,559,325		33,930,261		1,116,784		0

SIGNATURE

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.


PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Registrant)

By:		/s/ Rose M. Chernick
		Rose M. Chernick
		Vice President and Controller (Principal Accounting Officer)

Date: April 25, 2025

PUBLIC SERVICE ENTERPRISE GROUP INC 8-K