Executive Change · Shareholder Vote

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) May 5, 2023 Entergy Corporation (Exact name of registrant as specified in its charter) Delaware 1-11299 72-1229752 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 639 Loyola Avenue , New Orleans , Louisiana 70113 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code ( 504 ) 576-4000 (Former name or former address, 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 ( 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 Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, $0.01 Par Value ETR New York Stock Exchange Common Stock, $0.01 Par Value ETR NYSE Chicago, Inc. 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 5, 2023, Entergy Corporation (“ Entergy ” or the “ Company ”) held its 2023 Annual Meeting of Shareholders (“ Annual Meeting ”). At the Annual Meeting, Entergy’s shareholders, upon the recommendation of the Board of Directors (the “ Board ”), approved an amendment (the “ Plan Amendment ”) to the 2019 Entergy Corporation Omnibus Incentive Plan (the “ Plan ”) to increase the aggregate number of shares available for grant or award under the Plan and also to extend the term of the Plan. The Plan initially reserved 7,300,000 shares of Common Stock. The Plan Amendment will increase the aggregate number of shares available for grant or award under the Plan by 4,900,000 shares. As a result, the total amount of Common Stock authorized for issuance under the Plan will be 12,200,000. The Plan initially provided that no award may be granted under the Plan after February 1, 2029. The Plan Amendment will extend the term of the Plan by approximately four years to provide that Awards may be granted under the Plan until January 27, 2033. A more detailed summary of the Plan and the reasons for the Amendment can be found in Entergy’s definitive proxy statement for the Annual Meeting (the “ Proxy Statement ”) under the heading “Proposal 5 - Amendment to the 2019 Entergy Corporation Omnibus Incentive Plan,” which was filed with the Securities and Exchange Commission (“ SEC ”) on March 24, 2023. The foregoing description of the Plan Amendment is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as an exhibit to this current report. Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company ’s shareholders: 1) elected the 12 directors nominated by the Company’s Board of Directors to serve until the 2024 Annual Meeting of Shareholders and until their successors are elected and qualified; 2) ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2023; 3) approved an advisory resolution to approve named executive officer compensation; 4) approved an advisory resolution to hold future advisory votes on named executive officer compensation every year; 5) approved an amendment to the 2019 Entergy Corporation Omnibus Incentive Plan; and 6) approved an amendment to Entergy’s Restated Certificate of Incorporation to include the exculpation of officers. The proposals are further described in Entergy’s Proxy Statement. The table below sets forth the number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Company's shareholders. Proposal 1 – Election of Directors Nominee Voted For Voted Against Abstentions Broker Non-Votes Gina F. Adams 172,841,203 1,035,404 390,659 13,395,163 John H. Black 173,256,900 629,388 380,978 13,395,163 John R. Burbank 172,838,122 1,064,182 364,962 13,395,163 Patrick J. Condon 172,336,524 1,558,124 372,618 13,395,163 Kirkland H. Donald 173,193,116 726,175 347,975 13,395,163 Brian W. Ellis 171,307,508 2,606,780 352,978 13,395,163 Philip L. Frederickson 172,892,222 983,692 391,352 13,395,163 M. Elise Hyland 172,863,361 1,047,888 356,017 13,395,163 Stuart L. Levenick 161,496,529 12,406,973 363,764 13,395,163 Blanche L. Lincoln 170,106,800 3,743,591 416,875 13,395,163 Andrew S. Marsh 167,395,528 5,927,915 943,823 13,395,163 Karen A. Puckett 170,243,076 3,690,384 333,806 13,395,163 Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants for 2023 Voted For Voted Against Abstentions 180,086,726 7,256,087 319,616 Proposal 3 –    Advisory Vote on Named Executive Officer Compensation Voted For Voted Against Abstentions Broker Non-Votes 165,266,411 8,397,800 603,055 13,395,163 Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation One Year Two Years Three Years Abstentions Broker Non-Votes 171,856,387 274,884 1,532,090 603,905 13,395,163 Consistent with the recommendation of the Board and the votes of Entergy’s shareholders, Entergy intends to hold future advisory votes on the compensation of its named executive officers (or “ Say-On-Pay ”) annually until it next holds an advisory vote on the frequency of Say-On-Pay votes as required under SEC rules. 4 Proposal 5 – Approval of an Amendment to the 2019 Entergy Corporation Omnibus Incentive Plan Voted For Voted Against Abstentions Broker Non-Votes 165,695,465 7,925,884 645,917 13,395,163 Proposal 6 – Approval of an Amendment to Entergy’s Restated Certificate of Incorporation to Include Exculpation of Officers Voted For Voted Against Abstentions Broker Non-Votes 146,903,498 26,475,880 887,888 13,395,163 Item 8.01 Other Events. At the Annual Meeting, an amendment to Entergy’s Restated Certificate of Incorporation was approved by the Company’s shareholders to limit the liability of certain officers in limited circumstances under Section 102(b)(7) of the Delaware General Corporation Law (the “ Charter Amendment ”). A more detailed summary of the scope and the reasons for the Charter Amendment can be found in Entergy’s Proxy Statement under the heading “Proposal 6 – Approval of an Amendment to Entergy’s Restated Certificate of Incorporation to Include the Exculpation of Officers.” The Company filed a Certificate of Amendment of Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 9, 2023. The aforementioned description of the Charter Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this current report and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1(i) Certificate of Amendment to the Restated Certificate of Incorporation, dated May 9, 2023. 99.1 2019 Entergy Corporation Omnibus Incentive Plan filed as Appendix B to Entergy’s Definitive Proxy Statement filed with the SEC on March 22, 2019 and incorporated herein by reference. 99.2 Amendment No. 1 to 2019 Entergy Corporation Omnibus Incentive Plan. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 5 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 hereunto duly authorized. Entergy Corporation By:     /s/ Marcus V. Brown Marcus V. Brown Executive Vice President and General Counsel Dated: May 10, 2023 6