PROXY STATEMENT
Where can I find the voting results of the 2020 Annual Meeting?
We will publish final voting results in a Current Report on Form 8-K that will be filed with the Securities and Exchange
Commission (SEC) (www.sec.gov) and made available on our website at www.vistraenergy.com within four business days following the 2020 Annual Meeting.
REFERENCES TO VISTRA ENERGY
Unless otherwise indicated, references to
Vistra Energy, Vistra, the Company, we, our, and us in the biographical and compensation information for directors and executive officers below refers to Board membership,
employment, and compensation with respect to Vistra Energy Corp.
STOCKHOLDER PROPOSALS FOR THE 2021 ANNUAL MEETING
Rule 14a-8 Stockholder Proposals. If a stockholder wants us to include a proposal in our proxy statement and form
of proxy for presentation at the 2021 Annual Meeting, under the rules of the SEC, the proposal must be received by the Corporate Secretary of the Company at 6555 Sierra Drive, Irving, Texas 75039 on or before the close of business on
November 30, 2020 (the 120th day before the one-year anniversary date of the release of these proxy materials to stockholders). The submission of a
stockholder proposal pursuant to Rule 14a-8 does not guarantee that it will be included in the Companys proxy statement and form of proxy.
Advance Notice Stockholder Proposals or Nominations. The Companys restated bylaws require advance notice for any business to be brought before a
meeting of stockholders. For business, including director nominations, to be properly brought before the 2021 Annual Meeting by a stockholder, written notice of the stockholder proposal must be received by the Corporate Secretary of the Company at
6555 Sierra Drive, Irving, Texas 75039 between close of business on December 30, 2020 (not earlier than the 120th day before the one-year anniversary
date of the 2020 Annual Meeting) and close of business on January 29, 2021 (not later than the 90th day before the one-year anniversary date of the
2020 Annual Meeting). The stockholders notice to the Corporate Secretary must contain a brief description of the business to be brought before the 2020 Annual Meeting and the reasons for conducting such business at the meeting, as well as
certain other information set out in the Companys bylaws.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE
HELD ON APRIL 29, 2020
The Proxy Statement and Annual Report are available at www.proxydocs.com/VST.
INCORPORATION BY REFERENCE
To the extent that this Proxy Statement is
incorporated by reference into any other filing by us under the Securities Act of 1933 (as amended, the Securities Act), or the Securities Exchange Act of 1934 (as amended, the Exchange Act), the sections of this proxy
statement entitled Compensation Committee Report and Audit Committee Report will not be deemed incorporated unless specifically provided otherwise in such filing to the extent permitted by the rules of the SEC. Information
contained on or connected to our website is not incorporated by reference into this Proxy Statement and should not be considered part of this Proxy Statement or any other filing that we make with the SEC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information
presented herein includes forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that are presented herein, that
address activities, events or developments that may occur in the future (often, but not always, through the use of words such as believe, expect, anticipate, estimate, predict,
project, forecast, target, potential, goal, objective, and outlook) are forward-looking statements. Readers are cautioned not to place undue reliance on
forward-looking statements. Any such forward-looking statement involves uncertainties and risks that could
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2020 Proxy Statement
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