8-K – 2026-05-07 – tln-20260505.htm

tln-20260505 FALSE 0001622536 0001622536 2026-05-05 2026-05-05

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 repo rted): May 5, 2026

Talen Energy Corporation
(Exact name of registrant as specified in its charter)

Delaware
001-37388
47-1197305

(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification No.)

2929 Allen Pkwy, Suite 2200
Houston , TX 77019
(Address of principal executive offices) (Zip Code)
( 888 ) 211-6011
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, 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 240.14a-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, par value $0.001 per share
TLN
The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Talen Energy Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders on May 5, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on March 19, 2026. The final voting results for each proposal are set forth below.
Proposal 1: Election of Directors

FOR
WITHHELD
BROKER NON-VOTES

Stephen Schaefer
38,314,136 205,241 2,237,852
Mark “Mac” McFarland
38,446,765 72,612 2,237,852
Gizman Abbas
37,716,579 802,798 2,237,852
Anthony Horton
38,057,855 461,522 2,237,852
Karen Hyde
38,096,200 423,177 2,237,852
Joseph Nigro
38,265,088 254,289 2,237,852
Christine Benson Schwartzstein
38,273,312 246,065 2,237,852

As a result, the above individuals were elected to serve on the Company’s Board of Directors until the Company’s 2027 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until their earlier death, resignation, or removal.
Proposal 2: Approval, on a Non-Binding Advisory Basis, of 2025 Named Executive Officer Compensation

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES

37,249,405 1,255,073 14,899 2,237,852

As a result, the 2025 compensation of the Company’s named executive officers was approved on an advisory basis.
Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026.

FOR
AGAINST
ABSTAIN

40,647,482 94,497 15,250

As a result, the Company’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified.
1

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 hereunto duly authorized.

TALEN ENERGY CORPORATION

Date:
May 7, 2026
By:
/s/ Cole Muller

Name:
Cole Muller

Title:
Chief Financial Officer

2