Evergy : 2024 Annual Meeting & Proxy Statement

2024 Annual Meeting & Proxy Statement

Evergy, Inc.

One Kansas City Place 1200 Main Street

Kansas City, Missouri 64105

March 28, 2024

Dear Shareholder:

We are pleased to invite you to the 2024 Annual Meeting of Shareholders of Evergy, Inc. to be held at 10:00 a.m. Central Daylight Time, on Tuesday, May 7, 2024. The meeting will be held in a virtual format only and can be accessed via live audio webcast and using online shareholder tools atwww.virtualshareholdermeeting.com/EVRG2024.

At this meeting, you will be asked to:

• 1. Elect the nominees named in the attached proxy statement as directors;

• 2. Provide an advisory non-binding vote to approve the 2023 compensation of our named executive officers;

• 3. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; and

• 4. Transact any other business as may properly come before the meeting or any adjournments or postponements thereof.

The attached notice of annual meeting and proxy statement describe the business to be transacted at the meeting. Please review these materials and vote your shares.

Your vote is important. I encourage you to complete, sign, date and return your proxy card or use telephone or internet voting prior to the annual meeting so that your shares will be represented and voted at the meeting even if you cannot attend.

Sincerely,

David A. Campbell

President and Chief Executive Officer

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A Letter from Your Board of Directors

Dear Fellow Shareholders:

On behalf of the Evergy Board of Directors (the ''Board''), we join David in inviting you to Evergy's 2024 Annual Meeting of Shareholders (the ''Annual Meeting'') to be held virtually. We continue to be active and engaged with senior leadership and are committed to effective governance to best represent your interests as shareholders of our company. We remain committed to executing on our strategic objectives of affordability, reliability, and sustainability.

Responsible Board Refreshment

Bringing in fresh ideas and new perspectives at a responsible pace remains a priority of our Board. In June 2023, we were excited to have Neal Sharma join our Board. Mr. Sharma brings a wealth of expertise in digital marketing, among other qualifications to our Board. We would also like to thank Mark Ruelle and Thomas Hyde ahead of their respective retirements at the Annual Meeting in May. Evergy wishes to express its appreciation for Mr. Ruelle's more than 30 years of exceptional service and leadership at both Westar and Evergy and for Mr. Hyde's more than 12 years of service to our Board. David has been nominated by the Board to assume the role of chairman of the board following the Annual Meeting. As always, our Board values a diversity of backgrounds and opinions and shared core competencies that are essential to delivering long-term shareholder and customer value. You can find more information about our nominating process and nominees in this proxy statement.

Regulatory Update

In 2023, our company completed its first Kansas rate cases since the merger that created Evergy in 2018. We reached a unanimous settlement agreement in September which delivered significant savings back to our customers. These rate cases delivered on the promises we made when Evergy was formed to maintain affordable rates for our customers and advance regional rate competitiveness. In February, we filed a rate case for Evergy Missouri West, Inc., which we expect to conclude by year-end. Achieving balanced regulatory outcomes is key to the success of our company, for both shareholders and customers. We are also working with regulators and stakeholders in both states to consider regulatory mechanisms that help to ensure Kansas and Missouri are competitive in attracting investment capital and positioned to capitalize on economic development opportunities.

Environmental, Social, and Governance Leadership

We updated our integrated resource plans (''IRP'') in June of 2023 which outlined our continued intention to add significant renewables and retire coal generation while supporting grid stability with new hydrogen-capable natural gas generation. We also closed the acquisition of the Persimmon Creek Wind Farm, a 199-megawatt wind farm that provides carbon-free energy for our Kansas customers. We plan to file updated IRPs with our Kansas and Missouri regulators this spring. We continue to target a 70% reduction of owned generation CO2 emissions by 2030 (from 2005 levels) and net-zero CO2e emissions, for scope 1 and scope 2, by 2045 through the responsible transition of Evergy's generation fleet, including the continued growth of Evergy's renewable energy portfolio and the retirement of older and less efficient fossil fuel plants. Achieving these emissions reductions is expected to be dependent on enabling technologies and supportive policies and regulations, among other external factors.

In order to deliver on these strategic objectives, Evergy continues to focus on safety and operational excellence along with important investments in infrastructure and technology to enable us to meet the needs of our customers and communities and stand ready to support increasing demand and economic development in our region. As always, we look forward to our annual meeting and your participation and feedback.

Sincerely,

Evergy, Inc. Board of Directors

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TABLE OF CONTENTS

Notice of Annual Meeting of Shareholders .................................................................. Proxy Statement Summary and Highlights .................................................................. PROPOSAL 1: ELECTION OF DIRECTORS .................................................................. Corporate Governance Matters ...........................................................................

1 2 12 22

BoardStructure ....................................................................................... 22

Corporate Governance Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Director Compensation .................................................................................. PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION .................................... Executive Summary of Compensation Matters ..............................................................

31 34 35

2023CompensationProgramSummary .................................................................... 35

Stakeholder-Focused Modifications to 2023 and 2024 Compensation Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

StrongCompensationGovernancePractices ................................................................ 38

Compensation Discussion and Analysis ................................................................... 39

Compensation Philosophy, Objectives, and Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

SummaryandAnalysisofExecutiveCompensation ........................................................... 41

Compensation Committee Report ......................................................................... Executive Compensation Tables ..........................................................................

52 53

SummaryCompensationTable ........................................................................... 53

GrantsofPlan-BasedAwards ............................................................................ 55

OutstandingEquityAwardsatFiscalYear-End ............................................................... 56

VestedStockAwards ................................................................................... 58

PensionBenefits ...................................................................................... 59

NonqualifiedDeferredCompensation ...................................................................... 60

Potential Payments Upon Termination or Change-in-Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Pay versus Performance Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

CEO Pay Ratio ......................................................................................... PROPOSAL 3: RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP .................................. InformationRegardingAuditMatters ......................................................................... Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Security Ownership of Directors, Management and Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FrequentlyAskedQuestions ............................................................................... Appendix A - Non-GAAP Reconciliation for Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Appendix B - GAAPtonon-GAAPFinancialMetricReconciliation ................................................

71

72

72

74

76

78

A-1

B-1

Cautionary Statements Regarding Certain Forward-Looking Information

Statements made in this proxy statement that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. Forward-looking statements include, but are not limited to, statements relating to Evergy's strategic plan, including, without limitation, those related to earnings per share, dividend, operating and maintenance expense and capital investment goals; the outcome of legislative efforts and regulatory and legal proceedings; future energy demand; future power prices; plans with respect to existing and potential future generation resources; the availability and cost of generation resources and energy storage; target emissions reductions; and other matters relating to expected financial performance or affecting future operations. Forward-looking statements are often accompanied by forward-looking words such as ''anticipates,'' ''believes,'' ''expects,'' ''estimates,'' ''forecasts,'' ''should,'' ''could,'' ''may,'' ''seeks,'' ''intends,'' ''proposed,'' ''projects,'' ''planned,'' ''target,'' ''outlook,'' ''remain confident,'' ''goal,'' ''will'' or other words of similar meaning. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the forward-looking information.

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Evergy, Inc., Evergy Kansas Central, Inc. and Evergy Metro, Inc. (collectively the ''Evergy Companies'') are providing a number of risks, uncertainties and other factors that could cause actual results to differ from the forward-looking information. These risks, uncertainties and other factors include, but are not limited to: economic and weather conditions and any impact on sales, prices and costs; changes in business strategy or operations; the impact of federal, state and local political, legislative, judicial and regulatory actions or developments, including deregulation, re-regulation, securitization and restructuring of the electric utility industry; decisions of regulators regarding, among other things, customer rates and the prudency of operational decisions such as capital expenditures and asset retirements; changes in applicable laws, regulations, rules, principles or practices, or the interpretations thereof, governing tax, accounting and environmental matters, including air and water quality and waste management and disposal; the impact of climate change, including increased frequency and severity of significant weather events and the extent to which counterparties are willing to do business with, finance the operations of or purchase energy from the Evergy Companies due to the fact that the Evergy Companies operate coal-fired generation; prices and availability of electricity and natural gas in wholesale markets; market perception of the energy industry and the Evergy Companies; the impact of future Coronavirus (COVID-19) variants on, among other things, sales, results of operations, financial position, liquidity and cash flows, and also on operational issues, such as supply chain issues and the availability and ability of the Evergy Companies' employees and suppliers to perform the functions that are necessary to operate the Evergy Companies; changes in the energy trading markets in which the Evergy Companies participate, including retroactive repricing of transactions by regional transmission organizations (RTO) and independent system operators; financial market conditions and performance; current disruptions in the banking industry, including changes in interest rates and credit spreads and in availability and cost of capital and the effects on derivatives and hedges, nuclear decommissioning trust and pension plan assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of physical and cybersecurity breaches, criminal activity, terrorist attacks, acts of war and other disruptions to the Evergy Companies' facilities or information technology infrastructure or the facilities and infrastructure of third-party service providers on which the Evergy Companies rely; impact of the Russian, Ukrainian conflict on the global energy market; ability to carry out marketing and sales plans; cost, availability, quality and timely provision of equipment, supplies, labor and fuel; ability to achieve generation goals and the occurrence and duration of planned and unplanned generation outages; delays and cost increases of generation, transmission, distribution or other projects; the Evergy Companies' ability to manage their transmission and distribution development plans and transmission joint ventures; the inherent risks associated with the ownership and operation of a nuclear facility, including environmental, health, safety, regulatory and financial risks; workforce risks, including those related to the Evergy Companies' ability to attract and retain qualified personnel, maintain satisfactory relationships with their labor unions and manage costs of, or changes in, wages, retirement, health care and other benefits; disruption, costs and uncertainties caused by or related to the actions of individuals or entities, such as activist shareholders or special interest groups, that seek to influence Evergy's strategic plan, financial results or operations; the impact of changing expectations and demands of the Evergy Companies' customers, regulators, investors and stakeholders, including heightened emphasis on environmental, social and governance concerns; the possibility that strategic initiatives, including mergers, acquisitions and divestitures, and long-term financial plans, may not create the value that they are expected to achieve in a timely manner or at all; difficulties in maintaining relationships with customers, employees, regulators or suppliers; and other risks and uncertainties.

This list of factors is not all-inclusive because it is not possible to predict all factors. You should also carefully consider the information contained in the Evergy Companies' other filings with the Securities and Exchange Commission (''SEC''). Additional risks and uncertainties are discussed from time to time in current, quarterly, and annual reports filed by the Evergy Companies with the SEC, including those described in Part I, Item 1.A. of our Annual Report on Form 10-K for the year ended December 31, 2023 (the ''2023 Annual Report''). Each forward-looking statement speaks only as of the date of the particular statement. The Evergy Companies undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Evergy, Inc.

One Kansas City Place 1200 Main Street

Kansas City, Missouri 64105

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

WHEN

Tuesday, May 7, 2024

Check-In Time: 9:45 a.m. (Central Daylight Time) Meeting Time: 10:00 a.m. (Central Daylight Time)

WHERE

The Evergy, Inc. 2024 Annual Meeting of Shareholders (the ''2024 Annual Meeting'') will be held in a virtual meeting format only and can be accessed via live audio webcast atwww.vitrualshareholdermeeting.com/EVRG2024. There will be no physical meeting location.

PROXY STATEMENT

This notice of annual meeting and proxy statement, the accompanying proxy card and our 2023 Annual Report are made available to, and mailed, beginning on or about March 28, 2024, to holders of our common stock for the solicitation of proxies by our Board of Directors (the ''Board'') for the 2024 Annual Meeting. Shareholders of record at the close of business on March 4, 2024, are entitled to notice of, and to vote at, the 2024 Annual Meeting or any adjournment thereof. The Board encourages you to read this document carefully and take this opportunity to vote on the matters to be decided at the 2024 Annual Meeting.

In this proxy statement, we refer to Evergy, Inc. as ''we,'' ''us,'' ''our,'' ''Company,'' or ''Evergy,'' unless the context clearly indicates otherwise.

By Order of the Board of Directors,

Heather A. Humphrey

Senior Vice President, General Counsel and Corporate Secretary

Notice of Annual Meeting of Shareholders | Proxy Statement | Evergy 2024 Proxy Statement 1

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Evergy Inc. published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2024 18:35:03 UTC.