VST Vistra Corp

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 18, 2019, Cyrus Madon advised Vistra Energy Corp. (the “Company”) that he would resign from his positions as a member of the Board of Directors (the “Board”) of the Company and a member of the Nominating and Governance Committee of the Board, effective immediately. Mr. Madon’s resignation was a result of addressing certain regulatory matters relating to Brookfield Asset Management Inc.’s previously announced proposed acquisition of Oaktree Capital Management, L.P. and is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Mr. Madon served on the Board as a director designee of Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. (“Brookfield”) pursuant to that certain stockholders’ agreement (the “Stockholders’ Agreement”), dated as of October 3, 2016, between TCEH Corp. (as predecessor to the Company) and Brookfield. In connection with Mr. Madon’s resignation, Brookfield and the Company have agreed to terminate the Stockholders’ Agreement (the “Termination Agreement”), effective immediately, such that Brookfield will no longer be afforded any of the rights and remedies provided in the Stockholders’ Agreement, including, without limitation, any and all rights that Brookfield had under the Stockholders’ Agreement to nominate or designate a director to the Board.

The foregoing is qualified in its entirety by reference to the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement.