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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
¨
Definitive Additional Materials
¨
Soliciting Material under §240.14a-12
 
 
Evergy, Inc.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
¨
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
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Amount Previously Paid:
 
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Form, Schedule or Registration Statement No.:
 
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Date Filed:





http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12798769&doc=6
Evergy, Inc.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105
March 25, 2019
Dear Shareholder:
We are pleased to invite you to the inaugural annual meeting of shareholders of Evergy, Inc. The meeting will be held at 10:00 a.m., local time, on Tuesday, May 7, 2019, at our Wichita Operations Center located at 4025 N. Toben St. in Wichita, Kansas 67226.
At this meeting, you will be asked to:
1.
Elect the 15 nominees named in the attached proxy statement as directors;
2.
Provide an advisory non-binding vote to approve the 2018 compensation of our named executive officers;
3.
Provide an advisory non-binding vote on the frequency of future advisory votes considering the compensation of our named executive officers;
4.
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2019; and
5.
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,
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12798769&doc=2
 
Terry Bassham
President and Chief Executive Officer





TABLE OF CONTENTS
 
Page
Notice of Annual Meeting of Shareholders
Election of Directors (Item 1 on the Proxy Card)
CEO Pay Ratio
Advisory Vote on Executive Compensation (Item 2 on the Proxy Card)
Advisory Vote on Frequency of the Vote on Executive Compensation (Item 3 on the Proxy Card)
Ratification of Appointment of Independent Registered Public Accounting Firm (Item 4 on the Proxy Card)
Audit Committee Report





Table of Contents


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Evergy, Inc.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105
________________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
Date:
Tuesday, May 7, 2019
 
 
Time:
10:00 a.m. (Central Daylight Time)
 
 
Place:
Wichita Operations Center
4025 N. Toben St.
Wichita, Kansas 67226
 
PROXY STATEMENT
This proxy statement, accompanying proxy card and our 2018 Annual Report are made available to, and mailed, beginning on or about March 25, 2019, to holders of our common stock for the solicitation of proxies by our Board of Directors (“Board”) for the 2019 annual meeting of shareholders. Shareholders of record at the close of business on February 26, 2019, are entitled to notice of, and to vote at, the 2019 annual meeting of shareholders 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 2019 annual meeting of shareholders.
In this proxy statement, we refer to Evergy, Inc. as “we,” “us,” “our,” “Company,” or “Evergy,” unless the context clearly indicates otherwise.
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to Be Held on May 7, 2019:
This proxy statement and our 2018 Annual Report are available at
https://materials.proxyvote.com/30034W



Table of Contents

ABOUT THE MEETING
What is a proxy? What is a proxy statement?
A proxy is another person that you legally designate to vote your common stock. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. A proxy statement is a document that Securities and Exchange Commission (“SEC”) regulations require that we make available to you when we ask you to vote your common stock at, or provide a proxy for, an annual meeting of shareholders.
Why did you provide me this proxy statement?
We provided you this proxy statement because you were a holder of our common stock as of the close of business on February 26, 2019 (the “Record Date”), and our Board is soliciting your proxy to vote at the annual meeting of shareholders. As permitted by SEC rules, we have mailed to many of our registered and beneficial shareholders a notice regarding the internet availability of proxy materials (the “Notice”) and elected to provide these shareholders access to this proxy statement and our 2018 Annual Report electronically via the internet. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail, unless you request a printed copy. The Notice explains how to access via the internet the proxy statement and 2018 Annual Report, and how to vote over the internet. If you received a Notice and would like to receive a printed copy of our proxy materials, you should follow the instructions included in the Notice.
What will I be voting on?
At the annual meeting of shareholders, you will be voting on:
The election of the 15 nominees named in this proxy statement as directors;
An advisory non-binding resolution approving the 2018 compensation of our named executive officers as disclosed in the proxy statement (a “say on pay resolution”);
An advisory non-binding vote on the frequency of the say on pay vote; and
The ratification of the appointment of Deloitte & Touche LLP (“Deloitte & Touche”) as our independent registered public accounting firm for 2019.
How does the Board recommend that I vote on these matters?
The Board recommends that you vote:
ü FOR each director nominee
ü FOR the say on pay resolutions
ü To have the say on pay vote submitted at ONE YEAR intervals
ü FOR the ratification of the appointment of Deloitte & Touche

Who is entitled to vote on these matters?
You are entitled to vote if you owned our common stock as of the close of business on the Record Date. On that day, approximately 252,693,039 shares of our common stock were outstanding and eligible to be voted. Shares of stock held by the Company in its treasury account are not considered to be outstanding and will not be considered present or voted at the annual meeting of shareholders. Each share of common stock outstanding on the Record Date is entitled to one vote.
Business cannot be conducted at the annual meeting unless a quorum is present. In order to have a quorum, a majority of the shares of common stock that are outstanding and entitled to vote at the meeting

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must be represented in person or by proxy. If there are not sufficient votes represented at the annual meeting in person or by proxy to constitute a quorum for approval of any matters to be voted upon, the annual meeting may be adjourned to permit further solicitation of proxies in order to achieve a quorum. Abstentions or withhold votes and broker non-votes will be counted to determine whether there is a quorum present.
Is cumulative voting allowed?
Cumulative voting is allowed only with respect to the election of our directors. This means that you have a total vote equal to the number of shares you own, multiplied by the number of directors to be elected. Your votes for directors may be divided equally among all of the director nominees, or you may vote for one or more of the nominees in equal or unequal amounts. You may also withhold your votes for one or more of the nominees. If you withhold your votes, these withheld votes will be distributed equally among the remaining director nominees. To exercise your cumulative voting rights, you must call 1-800-690-6903, or vote in person at the annual meeting.
What is the difference between a shareholder of record and a “street name” holder?
If your shares are registered directly in your name with Computershare Trust Company, N.A., the Company’s stock transfer agent, you are considered the shareholder of record, or a registered holder, with respect to those shares.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares, and your shares are held in “street name.”
How many votes are needed to elect the director nominees?
The 15 director nominees receiving the highest number of “FOR” votes will be elected. However, pursuant to our Corporate Governance Guidelines, in any uncontested director election, any director nominee who receives a greater number of “withheld” votes (excluding broker non-votes and abstentions) than “FOR” votes will be required to promptly tender his or her resignation for consideration by the Board. Within 90 days after certification of the election results, the Board will decide, through a process managed by the Nominating, Governance, and Corporate Responsibility Committee and excluding the nominee in question, whether to accept the resignation. Aside from this resignation requirement, withholding authority to vote for some or all of the director nominees will have no effect on the election of directors. Your broker is not permitted to vote your shares on this matter if no instructions are received from you.
How many votes are needed to approve the say on pay resolution?
The say on pay resolution is advisory and is not binding on the Company, the Board or the Compensation and Leadership Development Committee. The Compensation and Leadership Development Committee will, however, consider the outcome of the vote on this resolution when making future executive compensation decisions. The affirmative vote of the holders of a majority of shares present in person or by proxy at the annual meeting and entitled to vote is required to approve (on a non-binding advisory basis) the say on pay resolution. Abstentions will have the same effect as votes against the proposal. Your broker is not entitled to vote your shares on this matter if no instructions are received from you.
How many votes are needed to approve the frequency of submitting a say on pay resolution to shareholders?
Like the say on pay resolution, this frequency vote is also advisory and is not binding on the Company, the Board or Compensation and Leadership Development Committee. The Compensation and Leadership Development Committee, however, will consider the outcome of the vote when making future decisions on the frequency of submissions of advisory say on pay resolutions to shareholders. The frequency option (one year, two years or three years) selected by the holders of a majority of shares present in person or by proxy

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at the annual meeting and entitled to vote will be considered the frequency recommended by shareholders. If none of the frequency options receive a majority of the votes cast, the option receiving the greatest number of votes will be considered the frequency recommended. Your broker is not entitled to vote your shares on this matter if no instructions are received from you.
How many votes are needed to ratify the appointment of Deloitte & Touche?
Ratification requires the affirmative vote of the holders of a majority of shares present in person or by proxy at the annual meeting and entitled to vote. Abstentions will have the same effect as votes against ratification. Shareholder ratification of the appointment is not required, but your views are important to the Audit Committee and the Board. If shareholders do not ratify the appointment, our Audit Committee will reconsider the appointment. Even if the appointment is ratified, our Audit Committee in its discretion may direct the appointment of a different registered public accounting firm at any time during the year if it is determined that such a change would be in the best interests of the Company. Your broker is entitled to vote your shares on this matter if no instructions are received from you.
Who is allowed to attend the annual meeting of shareholders?
If you own our shares as of the Record Date, you are welcome to attend the annual meeting of shareholders. You will need to register when you arrive at the meeting. Registration will begin at 8:45 a.m. and seating will begin at 9:00 a.m. We may also verify your name against our shareholder list. To verify your identity, you may be required to present government-issued photo identification, such as a driver’s license, state identification card or passport. If you own shares in “street name” through a brokerage account or bank or other nominee, you should bring your most recent brokerage account statement or other evidence of your share ownership as of the Record Date. If we cannot verify that you own our shares, it is possible that you will not be admitted to the meeting. To avoid delays in gaining admittance to the meeting, registered shareholders should bring the “Admission Ticket” found at the top of the proxy card.
May I ask questions at the annual meeting?
Yes. We will answer your questions at the end of the annual meeting. We may impose certain procedural requirements, such as limiting repetitive or follow-up questions, so that more shareholders will have an opportunity to ask questions.
When will the 2020 annual meeting be held?
Our By-laws provide that the annual meeting of shareholders will be held on the first Tuesday of May. Therefore, the 2020 annual meeting will be held on May 5, 2020, unless changed by a resolution of the Board.
How can I propose someone to be a nominee for election to the Board?
The Nominating, Governance, and Corporate Responsibility Committee of the Board will consider candidates for director suggested by shareholders, using the process described in the “Director Nominating Process” section on page 8.
Our By-laws require shareholders seeking to make a director nomination to give notice at least 60 days, but not more than 90 days, prior to the date of an annual shareholder meeting. If we give shareholders less than 70 days’ notice of an annual shareholder meeting date, your notice must be received by the Corporate Secretary no later than the close of business on the tenth day following the earlier of the date of mailing of the notice of the meeting or the date on which public disclosure of the meeting date was made. Your notice must comply with the information requirements in our By-laws relating to shareholder nominations.

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As noted above, our 2020 annual meeting is expected to be held on May 5, 2020. As a result, you must deliver your director nomination to us no earlier than February 5, 2020, and no later than March 6, 2020, in order to present the director nominee at the meeting. The director nomination must contain the information required by our By-laws.
How can I submit a proposal to be included in the proxy statement for the 2020 annual meeting?
To be considered for inclusion in our proxy statement for the 2020 annual meeting, the Company must receive notice of the proposal on or before November 26, 2019. All proposals must comply with the SEC rules regarding eligibility and type of shareholder proposal. Shareholder proposals should be addressed to: Evergy, Inc., 1200 Main Street, Kansas City, Missouri 64105, Attention: Corporate Secretary.
Can I bring up matters at an annual meeting other than through the proxy statement?
If you intend to bring up a matter at an annual shareholder meeting, other than by submitting a proposal for inclusion in our proxy statement for that meeting, our By-laws require you to give us notice at least 60 days, but no more than 90 days, prior to the date of the shareholder meeting. If we give shareholders less than 70 days’ notice of an annual shareholder meeting date, the shareholder’s notice must be received by the Corporate Secretary no later than the close of business on the tenth day following the earlier of the date of mailing of the notice of the meeting or the date on which public disclosure of the meeting date was made.
For example, as noted above, our 2020 annual meeting is expected to be held on May 5, 2020. As a result, you must deliver notice of a proposal to us no earlier than February 5, 2020, and no later than March 6, 2020, in order to bring it up at the meeting. The notice must contain the information required by our By-laws.
ABOUT PROXIES
How can I vote?
If you were a shareholder of record on the Record Date, there are four ways you may vote, as explained in the detailed instructions on your proxy card or Notice. You may:
vote via the internet by following the voting instructions on the proxy card or Notice;
vote by calling the toll-free number on the proxy card or Notice;
vote by completing and returning your proxy card in the enclosed envelope; or
vote in person by attending the annual meeting.
Whether you plan to attend the meeting or not, we encourage you to vote as soon as possible. Please follow the instructions on the proxy card or notice for voting by one of these methods. Please help us save time and postage costs by voting through the internet or by telephone.
If your shares are held by a broker or other nominee, you will receive instructions from the broker or other nominee that you must follow in order to vote your shares.
Please note that shareholders wishing to exercise their right to cumulative voting in the election of Company directors must vote in person at the annual meeting or by telephone (toll-free) by calling 1-800-690-6903.
What if I do not specify a choice for a matter when returning a proxy?
If a properly signed proxy is returned by a shareholder of record without shareholder directions by the close of voting, the shares will be voted as recommended by the Board.

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What shares are included on the proxy card?
You may receive more than one proxy card or Notice depending on how you hold your shares and how your shares are registered. If you hold shares through someone else, such as a bank or broker, you may also receive proxy materials from them asking how you want to vote. If you participate in our Dividend Reinvestment and Direct Stock Purchase Plan, or one of our 401(k) savings plans, and the account names are exactly the same on each, you will receive one proxy card or Notice for all shares of common stock held in or credited to your accounts as of the Record Date. If the names on your accounts are different, you will receive more than one proxy card or Notice. We encourage you to have all accounts registered in the same name and address whenever possible.
For shareholders in the Evergy, Inc. 401(k) Plan, the proxy card or Notice covers all shares for which the shareholder has the right to give voting instructions to Empower Retirement, trustee of that plan. For shareholders in the Westar Energy, Inc. 401(k) Plan, the proxy card or Notice covers all shares for which the shareholder has the right to give voting instructions to Vanguard Fiduciary Trust Company, trustee of that plan. The proxy card, when properly executed, will be voted as directed. If voting instructions are not received by the proxy tabulator by 11:59 p.m. on May 2, 2019, your shares will not be voted.
If you receive more than one proxy card or Notice, we encourage you to complete and return all proxy cards delivered to you to vote all shares registered to you.
Can I change my vote or revoke my proxy?
You may change your vote or revoke your proxy at any time before the close of voting by:
written notice to the Corporate Secretary;
submission of a proxy bearing a later date; or
casting a ballot at the annual meeting.
If your shares are held in street name, you must contact your broker or other nominee to change your vote or revoke your proxy. If you would like to vote in person, and your shares are held in street name, you should contact your broker or other nominee to obtain a broker’s proxy card and bring it, together with proper identification and your account statement or other evidence of your share ownership, with you to the annual meeting.
I have Company shares registered in my name, and also have Company shares in a brokerage account or in street name. How do I vote these shares?
Any shares that you own in street name are not included in the total number of shares that are listed on your proxy card. Your broker or other nominee will send you directions on how to vote shares held in street name.
Will my shares held in street name be voted if I do not provide instructions?
New York Stock Exchange (“NYSE”) rules allow brokers, banks and other nominees to vote shares on certain “routine” matters for which their customers do not provide voting instructions. The ratification of the appointment of Deloitte & Touche is considered a “routine” matter on which your broker, bank or other nominee can vote your shares without your instructions. The proposals relating to the election of directors, the say on pay resolution and the frequency of say on pay resolution are not “routine” proposals. Therefore, if you do not instruct your broker, bank and other nominee how to vote, your shares will not be voted on those proposals, which is referred to as “broker non-votes.” Therefore, it is important street name holders provide voting instructions to their brokers, banks and other nominees. Broker non-votes will have no effect

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on the results of the election of directors, the say on pay resolution or the frequency of the say on pay resolution.
Is my vote confidential?
We have a policy of voting confidentiality. Your vote will not be disclosed to the Board or our management, except as may be required by law and in other limited circumstances.
Who pays for soliciting proxies for the annual meeting?
We will pay the costs of this solicitation. Proxies may be solicited in person, through the mail, by telephone, facsimile, e-mail or other electronic means by our directors, officers and employees without additional compensation.
We have retained D.F. King & Co., Inc. to assist us in the solicitation of votes for a fee of $12,500, plus a charge of $5.00 per holder for telephone solicitations and reimbursement of reasonable out-of-pocket expenses. We will also reimburse brokers, banks, nominees and fiduciaries for their costs in sending proxy materials to holders of our shares.
ABOUT HOUSEHOLDING
Are you “householding” for your shareholders with the same address?
Yes. Shareholders of record who receive printed copies of proxy materials and share the same last name and household mailing address with multiple accounts will receive a single copy of our proxy materials unless we are instructed otherwise. Each such registered shareholder will continue to receive a separate proxy card. Any shareholder who would like to receive separate copies of our proxy materials may call or write us at the address below, and we will promptly deliver them. If you received multiple copies of the proxy materials and would like to receive combined mailings in the future, please call or write us at the address below. Shareholders who hold their shares in street name should contact their broker or other nominee regarding combined mailings.
 
Evergy, Inc.
Investor Relations
P.O. Box 418679
Kansas City, Missouri 64141-9679
1-800-245-5275
Can I elect electronic delivery of annual shareholder reports, proxy statements and proxy cards?
Yes. You can elect to receive future annual shareholder reports, proxy statements and proxy cards electronically via the internet. To sign up for electronic delivery, please follow the instructions on the proxy card or the Notice to vote using the internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.

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ELECTION OF DIRECTORS
Item 1 on the Proxy Card
The 15 nominees named below have been recommended to the Board by the Nominating, Governance, and Corporate Responsibility Committee and nominated by the Board to serve as directors until the next annual meeting of shareholders and until their successors are duly elected and qualified. Each nominee has consented to stand for election, and the Board does not anticipate that any nominee will be unavailable to serve. In the event that one or more of the director nominees should become unavailable to serve at the time of the annual meeting, shares represented by proxy may be voted for the election of a nominee to be designated by the Board. Alternatively, in lieu of designating a substitute, the Board may reduce the number of directors. Proxies cannot be voted for more than 15 nominees.
Nominees for Directors
The following persons are nominees for election to our Board:
 
Terry Bassham
Richard L. Hawley
Sandra J. Price
 
Mollie Hale Carter
Thomas D. Hyde
Mark A. Ruelle
 
Charles Q. Chandler IV
B. Anthony Isaac
John J. Sherman
 
Gary D. Forsee
Sandra A.J. Lawrence
S. Carl Soderstrom Jr.
 
Scott D. Grimes
Ann D. Murtlow
John Arthur Stall
The Board of Directors unanimously recommends a vote FOR each of the 15 listed nominees.
Director Nominating Process
The Nominating, Governance, and Corporate Responsibility Committee administers the process of identifying potential director nominees and evaluates and recommends director nominees to the Board.
The Nominating, Governance, and Corporate Responsibility Committee takes into account a number of factors when considering director nominees, as described in our Corporate Governance Guidelines and as discussed in greater detail below. Director nominees identified by shareholders will be evaluated in the same way as nominees identified by the Nominating, Governance, and Corporate Responsibility Committee.
Shareholders who wish to identify director nominees for consideration by the Nominating, Governance, and Corporate Responsibility Committee should write to our Nominating, Governance, and Corporate Responsibility Committee at the address provided in “Board Policy Regarding Communications” on page 26. All submissions should comply with the information requirements set forth in our By-laws.
Director Nominee Qualifications
The Board oversees the shareholders’ interests in the long-term health and success of the Company’s business, and directs, oversees and monitors the performance of management. The Board believes that its effectiveness in carrying out its responsibilities depends not only upon the particular experience, qualifications, attributes and skills that each director possesses, but also upon their ability to function well as a collegial body and to work collaboratively.
The Board’s objective is to have a well-rounded and diverse membership possessing, in the aggregate, skill sets and core competencies that are conducive to long-term success. The Board considers diversity in the broadest sense, reflecting geography, age, gender and ethnicity, as well as other factors. The Board believes that a diverse group of directors is desirable to expand the Board’s collective knowledge and expertise, as well as to evaluate management and positively influence the Company’s performance.

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The success of the Company depends not only on expertise-based competencies, but equally on the personal qualities and attributes of the directors, both individually and as a group. Attributes that directors should possess include, among others, practical wisdom and thoughtfulness in decision-making; mature and sound judgment; financial acumen and business experience; the highest level of personal and professional ethics, integrity and values; sufficient time and availability; commitment to representing the interests of shareholders, customers and their communities; critical analysis skills; collegiality, a collaborative and cooperative spirit and the ability to both lead and work within a team environment; and the courage to act constructively and independently. Non-management directors should also be able to meet the independence requirements of the NYSE listing standards and our Corporate Governance Guidelines.
The Board concluded that the competencies that are listed and described below are conducive to sustainable long-term shareholder and customer value.
Strategy Development. The utility industry is subject to extensive and dynamic regulation and operates in a complex and evolving technological and customer-centric environment. It is imperative that the Company actively engages in the setting and advancement of corporate strategy to generate and sustain long-term shareholder value. The Company’s directors should understand the complexities of the business, the factors driving growth opportunities and the major risks and vulnerabilities to effectively direct, oversee and monitor management’s actions to identify, measure, prioritize and respond to strategic opportunities and mitigate vulnerabilities. It is imperative that directors appreciate that technology, supply options, public policy and customer expectations are dramatically impacting conventional utility models. Long-term sustainability requires a capacity for rapid learning and intelligent adaptation.
Federal and State Regulation and Compliance. The utility business has stringent compliance and regulatory requirements mandated by numerous federal and state agencies, including the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation, the Environmental Protection Agency, the Occupational Safety and Health Administration, the Nuclear Regulatory Commission, the Missouri and Kansas utility commissions and many other federal and state agencies. The pervasive regulatory environment in which the Company operates adds significant complexity to strategy development and execution, operations, risk management and compliance oversight. In addition, it is important for the Company to champion ethical practices and for the Board and management to set an example that ensures regulatory and compliance requirements are met.
Alignment of Company Culture and Compensation and Leadership Development. A company is only as strong as its employees. To create long-term shareholder and customer value, a strong, diverse team of people must be attracted, retained and developed. The Company’s culture and its compensation and leadership development programs are fundamental to achieving this goal. In order to build a strong positive corporate culture, the Company must foster an inclusive culture that embraces and reflects the diversity of the communities and customers that it serves. Employees need to care about the Company, each other and customers. A key component of building a “winning culture” is linking the financial success of the Company to individual employee efforts through recognition and comprehensive and competitive compensation plans.
Accounting, Finance and Investment Management. Sound financial results and access to adequate capital are critical for success and one of the key indicators of performance. This is especially important for capital-intensive organizations such as the Company. The Company also is subject to extensive SEC internal control and financial reporting requirements. The Board and its committees are responsible for monitoring and overseeing the Company’s capital investment decisions, liquidity needs, operating budgets, internal and external audits, financing plans and ongoing financial performance and reporting.

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Risk Management. A comprehensive risk management program is integral to an organization’s ability to achieve its business and financial objectives. Through their risk oversight role, Board members oversee that the risk management policies and procedures designed and implemented by the Company are consistent with the Company’s strategy and risk appetite, and that necessary steps are taken to foster an enterprise-wide culture that supports appropriate risk awareness, behaviors and judgments about risk. There are numerous risks that must be evaluated and managed in the Company’s business, including nuclear operation and cybersecurity. Technological advances have been accompanied by a rapidly growing threat of cyberattack and cyberterrorism, including threats to the nation’s critical utility infrastructure. Board oversight of the Company’s cybersecurity program is critical to the program’s success.
Operational Oversight. Utility operations are technologically complex and, in many areas, require a very specific industry skill set. Utility companies are increasingly installing integrated communications to support real-time control and information and data exchange in order to optimize system reliability, asset utilization and security. The Board is responsible for monitoring and overseeing Company operations including customer service, transmission, distribution and generation including the Company’s nuclear generation facility to ensure the safe, reliable and secure generation and delivery of electricity to customers and the region, which is essential to the creation of long-term shareholder and customer value. In addition, the Board focuses special oversight on strategic initiatives taken in response to rapidly changing market and technology opportunities.
Customer Experience. Ensuring customer satisfaction is one of the most critical areas for the Company’s future success. As the industry continues to change, the ability to offer products and/or services that are unique and valuable to the customer will become increasingly important. To achieve a sustainable competitive advantage, the Company will need to understand customer preferences and offer the customer a great experience that involves more control over their energy use.
Community and Political Relations. The Company has a long track record of community, political and regulatory involvement. The alignment and interdependence between these three groups is critical to the Company’s continued success. Strong communities are foundational to the growth and sustainability of the Company’s service territory and thus the sustainability of long-term shareholder and customer value.
Each director nominee provided a self-evaluation against these core competencies, and the Board evaluated the contribution level of each director, using the categories of “experienced,” “moderate experience,” “minimal experience” and “no experience.” On average, fourteen of the director nominees rated himself or herself as being “experienced” or “moderately experienced” in each of the core competencies, with an average of eleven of the director nominees identifying himself or herself as “experienced” in each of the core competencies.
The following summarizes the recent business experience of each nominee for at least the last five years, and the specific experience, qualifications, attributes and skills that led the Board to conclude that each nominee should serve as a director in light of the Company’s business and structure. The Board believes that the items noted for each nominee demonstrate his or her superior leadership, high performance standards, mature judgment, strategic planning capabilities and the ability to understand and oversee the Company’s strategies, operations and management of the complex issues facing the Company. If applicable, tenure reflects the date on which the director nominee began serving on the board of directors of our predecessor companies, Great Plains Energy Incorporated (“Great Plains Energy”) or Westar Energy, Inc. (“Westar Energy”).

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Terry Bassham
Director since 2011
Mr. Bassham, 58, is a member of the Board of Directors, President and Chief Executive Officer of Evergy (since 2018). Mr. Bassham was Chairman of the Board of Directors (2013-2018), President (2011-2018) and Chief Executive Officer (2012-2018) of Great Plains Energy and Kansas City Power & Light Company (“KCP&L”) prior to the merger with Westar Energy that resulted in the formation of Evergy. Prior to that, Mr. Bassham served in various capacities at Great Plains Energy and KCP&L including as Chief Operating Officer (2011-2012), Executive Vice President of Finance and Strategic Development and Chief Financial Officer (2005-2010) and KCP&L’s Executive Vice President of Utility Operations (2010-2011). Before joining KCP&L, Mr. Bassham was Executive Vice President, Chief Financial Officer and Chief Administrative Officer for El Paso Electric Company (NYSE: EE) (2001-2005) in Texas, where he oversaw the financial, treasury, regulatory and administrative functions. He originally joined El Paso Electric as General Counsel (1996-2001) with responsibility for legislative affairs, regulatory affairs and corporate governance.
Mr. Bassham serves on the Board of Directors of Commerce Bancshares Inc. (NASDAQ: CBSH) (since 2013), a bank holding company based in Kansas City, Missouri, where he serves on the audit and risk committee and compensation and human resources committee. Additionally, Mr. Bassham holds leadership positions at the Electric Power Research Institute and various charitable, non-profit and civic organizations. Mr. Bassham holds a Bachelor of Business Administration degree in accounting from the University of Texas-Arlington and a Juris Doctor degree from St. Mary’s University Law School in San Antonio, Texas.
Mr. Bassham’s qualifications to serve as our director include his leadership experience, his financial expertise and his extensive utility industry experience. Mr. Bassham also has extensive knowledge of the Kansas City metropolitan area, one of our significant markets. Mr. Bassham is, among other things, “experienced” in the following core competencies: Strategy Development; Operational Oversight; and Community and Public Relations.
Mollie Hale Carter
Director since 2003
Ms. Carter, 57, is Chairman of the Board of Directors, Chief Executive Officer and President of FirstSun Capital Bancorp (formerly Sunflower Financial) (since 1996) and Chairman of the Board of Directors of Sunflower Bank (since 2005), a regional community bank now headquartered in Denver, Colorado. She also serves as President of Star A, Inc., a privately-held business with Kansas agricultural and other investment interests (since 1996). She previously served as Senior Investment Officer at John Hancock Mutual Life Insurance Company (1986-1996). She also previously served on the Board of Directors of Archer-Daniels-Midland Company (NYSE: ADM), a global food processing and commodities trading corporation located in Chicago, Illinois (1996-2017). She is on the Board of Directors of the Kansas Health Foundation and the Heartland Chapter of the National Association of Corporate Directors. Ms. Carter is a graduate of Dartmouth College, receiving her Bachelor of Arts degree in economics. She obtained her Master of Business Administration from Harvard Business School.
Ms. Carter’s qualifications to serve as our director include her substantial leadership experience as a chief executive officer, her financial expertise and her significant experience serving as a director of a large public company. Ms. Carter is, among other things, “experienced” in the following core competencies: Strategy Development; Alignment of Company Culture and Compensation and Leadership Development.

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Charles Q. Chandler IV
Director since 1999
Mr. Chandler, 65, our Lead Independent Director, is Chairman of the Board of Directors and Chief Executive Officer (since 1996) of INTRUST Bank, N.A., and previously served as President of INTRUST Bank, N.A (1996-2013). Mr. Chandler also serves as President (since 1990), Chief Executive Officer (since 2009) and Chairman of the Board of Directors (since 2009) of INTRUST Financial Corporation. Both companies are large regional financial institutions headquartered in Wichita, Kansas. He serves as President and a member of the Board of Directors of the Kansas Society for Children with Challenges and on numerous other boards of directors of charitable, non-profit and civic organizations, including Wesley Medical Center, Kansas State University Foundation, Navigators, Fidelity State Bank and Trust and First Bank of Newton. He is a Wesley Medical Center Trustee. Mr. Chandler graduated from Kansas State University with a Bachelor of Business Administration degree and obtained his Master of Business Administration in finance from Northwestern University.
Mr. Chandler’s qualifications to serve as our director and Lead Independent Director include his extensive leadership experience as a chief executive officer, his financial expertise and his knowledge of the business community in Wichita, Kansas, one of our significant markets. Mr. Chandler is, among other things, “experienced” in the following core competencies: Risk Management; Customer Experience; and Community and Public Relations.
Gary D. Forsee
Director since 2008
Mr. Forsee, 69, served as President of the four-campus University of Missouri System (2008-2011). He previously served as Chairman of the Board (2006-2007) and Chief Executive Officer (2005-2007) of Sprint Nextel Corporation, and Chairman of the Board and Chief Executive Officer (2003-2005) of Sprint Corporation, a global telecommunications company located in Kansas City, Missouri. He also serves on the Board of Directors of Ingersoll-Rand Public Limited Company (NYSE: IR) (since 2007), a global diversified industrial manufacturing company headquartered in Ireland, where he serves as chair of the corporate governance and nominating committee and as a member of the executive committee, compensation committee and technology and innovation committee. Mr. Forsee was previously a member of the Board of Directors of DST Systems, Inc., a provider of advisory, technology and operations outsourcing to the financial and healthcare industries located in Kansas City, Missouri that was publicly-traded until it was acquired in 2018 (2015-2018). Additionally, Mr. Forsee holds leadership positions at the University of Missouri-Kansas City Foundation and various other charitable, non-profit and civic organizations. Mr. Forsee was previously Lead Independent Director of Great Plains Energy and KCP&L prior to the merger with Westar Energy that resulted in the formation of Evergy. Mr. Forsee received his Bachelor of Science in engineering and an honorary engineering and doctorate from the Missouri University of Science and Technology (f/k/a University of Missouri-Rolla).
Mr. Forsee’s qualifications to serve as our director include his extensive leadership experience as a chief executive officer, his substantial experience serving as a director of other public companies and his extensive knowledge of the Kansas City metropolitan area, one of our significant markets. Mr. Forsee’s experience and insight acquired through managing large technologically complex and rapidly changing companies in dynamic regulatory environments is of particular value to the Company. Mr. Forsee is, among other things, “experienced” in the following core competencies: Strategy Development; Alignment of Company Culture and Compensation and Leadership Development; and Customer Experience.

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Scott D. Grimes
Director since 2014
Mr. Grimes, 57, is a member of the Board of Directors, Chief Executive Officer and Founder (since 2008) of Cardlytics, Inc. (NASDAQ: CDLX), an international digital marketing platform located in Atlanta, Georgia. Mr. Grimes previously served as Senior Vice President and General Manager, Payments (2005-2008), and Vice President, Strategy (2003-2005) at Capital One Financial Corporation, one of the largest financial institutions in the United States. He served as Principal (2001-2003) at Canaan Partners, an early-stage venture capital firm, and Principal (1991-1999) at McKinsey & Company, a worldwide management consulting firm. Mr. Grimes received a Bachelor of Science in electrical engineering from Union College and a Master of Business Administration from Stanford University Graduate School of Business.
Mr. Grimes’ qualifications to serve as our director include his extensive leadership experience as a chief executive officer, his knowledge of technology and his entrepreneurial activities. Mr. Grimes is, among other things, “experienced” in the following core competencies: Strategy Development; Alignment of Company Culture and Compensation and Leadership Development; and Customer Experience.
Richard L. Hawley
Director since 2011
Mr. Hawley, 70, served as Executive Vice President and Chief Financial Officer of Nicor Inc. and Nicor Gas, a northern Illinois natural gas company (2003-2011). He was Chief Financial Officer of Puget Energy, Inc., a regulated electric and natural gas distribution utility located in Bellevue, Washington (1998-2002) and was a partner with Coopers & Lybrand (now PricewaterhouseCoopers), an international accounting and consulting firm (1984-1998), after holding several other positions with the firm (1973-1984). He also served on the Board of Directors of Fisher Communications, Inc., a media company located in Seattle, Washington that was publicly-traded until being acquired (2003-2013). Mr. Hawley received his Bachelor of Arts in business administration from the University of Washington.
Mr. Hawley’s qualifications to serve as our director include his work experience as a chief financial officer and audit partner, his years of experience within the electric and gas utility industries and his experience as a director of a public company. Mr. Hawley is, among other things, “experienced” in the following core competencies: Federal and State Regulation and Compliance; Accounting, Finance and Investment Management; and Risk Management.
Thomas D. Hyde
Director since 2011
Mr. Hyde, 70, served as Executive Vice President, Legal, Compliance, Ethics and Corporate Secretary of Wal-Mart Stores, Inc. (“Wal-Mart”), an international retail store operator (2005-2010). Mr. Hyde previously served as Executive Vice President, Legal and Corporate Affairs and Corporate Secretary of Wal-Mart (2003-2005), and as Executive Vice President, Senior General Counsel of Wal-Mart (2001-2003). Mr. Hyde also previously served on the Board of Directors of Vail Resorts, Inc. (NYSE: MTN), a mountain resort company located in Broomfield, Colorado (2006-2012). Mr. Hyde serves as a trustee of the University of Missouri-Kansas City. Mr. Hyde received his Bachelor of Arts in English from the University of Kansas, his Juris Doctor from the University of Missouri-Kansas City and holds a Master of Business Administration in finance from the University of Kansas.
Mr. Hyde’s qualifications to serve as our director include his work experience in legal and leadership roles for one of the largest publicly-traded retailers in the world, and he provides deep insight and understanding on corporate governance matters. Mr. Hyde is, among other things, “experienced” in the following core competencies: Federal and State Regulation and Compliance; Risk Management; and Community and Public Relations.

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B. Anthony Isaac
Director since 2003
Mr. Isaac, 66, was Senior Vice President and Head of Select Service Strategy and Development at Hyatt Hotels Corporation, a global hotel management, franchising, ownership and development company based in Chicago, Illinois with properties worldwide (2011-2015). He served as President of LodgeWorks, a Wichita, Kansas-based hotel management and development company (2000-2011). Before helping found LodgeWorks, Mr. Isaac served as President of the All-Suites Division of Wyndham Hotels and Resorts, an international hotel and resort chain based in Parsippany, New Jersey. He held the position of President of Summerfield Hotel Corp. prior to Summerfield’s merger with Patriot American Hospitality/Wyndham International. He sits on the Board of Directors of CorePoint Lodging (NYSE: CPLG), a real estate investment trust focused on the hotel industry that is located in Irving, Texas (since 2018), where he serves as chair of the nominating and corporate governance committee and a member of the capital committee. Mr. Isaac holds a Bachelor of Science degree in civil engineering from the Massachusetts Institute of Technology and a Master of Business Administration from Harvard University.
Mr. Isaac’s qualifications to serve as our director include his extensive leadership experience both as the chief executive officer of a privately-held company and as an executive with other large companies in the hotel industry, and his substantial experience with strategic planning and financial matters. Mr. Isaac is, among other things, “experienced” in the following core competencies: Alignment of Company Culture and Compensation and Leadership Development; Accounting, Finance and Investment Management; and Customer Experience.
Sandra A.J. Lawrence
Director since 2004
Ms. Lawrence, 61, was the Executive Vice President and Chief Administrative Officer (2016-2019) and Executive Vice President and Chief Financial Officer (2005-2016) of Children’s Mercy Hospital, a comprehensive pediatric medical center in Kansas City, Missouri. Previously, she was the Chief Financial Officer (2005) and Senior Vice President and Treasurer (2004-2005) of Midwest Research Institute, an independent, non-profit, contract research organization located in Kansas City, Missouri. Prior to that Ms. Lawrence spent twenty-six years in professional or management positions in the architecture, real estate, financial services, packaging and medical research industries. She is on the Board of Directors of American Shared Hospital Services (NYSE American: AMS), on the Board of Directors of the Heartland Chapter of the National Association of Corporate Directors and on the boards of directors of various charitable, non-profit and civic organizations, including the Hall Family Foundation, the Nelson-Atkins Museum of Art and Women Corporate Directors. Ms. Lawrence is a graduate of Vassar College, receiving her Bachelor of Arts in psychology. She also received a Master of Arts in Architecture from the Massachusetts Institute of Technology and a Master of Business Administration from Harvard Business School.
Ms. Lawrence’s qualifications to serve as our director include her substantial financial expertise and her extensive service as a director in a variety of organizations. Ms. Lawrence is, among other things, “experienced” in the following core competencies: Federal and State Regulation and Compliance; Alignment of Company Culture and Compensation and Leadership Development; and Accounting, Finance and Investment Management.

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Ann D. Murtlow
Director since 2013
Ms. Murtlow, 58, is a member of the Board of Directors, President and Chief Executive Officer of the United Way of Central Indiana, a non-profit community impact organization (since 2013). Previously, she served as Principal of AM Consulting LLC, a consulting agency in Indiana (2011-2013). She served as Vice President and Group Manager of AES Corporation, a holding company for electric utilities located in Arlington, Virginia (1999-2011), and served as President, Chief Executive Officer and Director of Indianapolis Power & Light Company, an integrated electric utility, and its parent company, IPALCO Enterprises, both located in Indianapolis, Indiana (2002-2011). Ms. Murtlow currently serves on the Board of Directors of Wabash National Corporation (NYSE: WNC), a diversified industrial manufacturing company in Lafayette, Indiana (since 2013), where she serves on the nominating and corporate governance committee and compensation committee, and on the Board of Directors of First Internet Bancorp and its subsidiary, First Internet Bank (NASDAQ: INBK), a financial institution in Fishers, Indiana (since 2013), where she serves on the nominating and corporate governance committee. She previously served on the Boards of Directors of the Federal Reserve Bank of Chicago (2007-2012), Herff Jones, a manufacturer of educational recognition and achievement products and motivational materials located in Indianapolis, Indiana (2009-2015), and AEGIS Insurance Services, Inc., a mutual insurance company in East Rutherford, New Jersey (2009-2011). Ms. Murtlow received her Bachelor of Science in chemical engineering from Lehigh University.
Ms. Murtlow’s qualifications to serve as our director include her extensive and varied senior management leadership experience and accomplishments and deep insight and knowledge about the operations and challenges of a vertically integrated, regulated electric utility. Ms. Murtlow has been named a Board Leadership Fellow by the National Association of Corporate Directors. Ms. Murtlow is, among other things, “experienced” in the following core competencies: Strategy Development; Federal and State Regulation and Compliance; and Operational Oversight.
Sandra J. Price
Director since 2016
Ms. Price, 60, is the former Senior Vice President, Human Resources of Sprint Corporation, a global telecommunications company located in Kansas City, Missouri (2006-2016). Previously, she served as Senior Vice President Designee for the Human Resources, Communications and Brand Management functions of the Sprint Local Telephone Division and a variety of other human resource roles (1993-2006). Prior to Sprint, she was a principal in the Blue Valley School District, Overland Park, Kansas, and in the Jenks Public School District, Tulsa, Oklahoma. She served as co-chair of KC Rising (2017-2018), a non-profit organization focused on economic development in the Kansas City metropolitan area. Ms. Price is a member of the Boards of Directors of the National Association of Corporate Directors and of the Kansas City Metropolitan Community College Foundation. Ms. Price received her Bachelor of Arts in special education from Oral Roberts University and a Master of Arts in education and administration from the University of Tulsa.
Ms. Price’s qualifications to serve as our director include her extensive and varied senior management leadership experience and accomplishments gained through her career. Ms. Price was named to the Kansas City Business Journal’s “Women Who Mean Business” list and to the Profiles in Diversity Journal’s “Women Worth Watching.” Ms. Price is, among other things, “experienced” in the following core competencies: Strategy Development; Alignment of Company Culture and Compensation and Leadership Development; and Community and Political Relations.

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Mark A. Ruelle
Director since 2011
Mr. Ruelle, 57, is Chairman of the Board of Directors. Mr. Ruelle served as a member of the Board of Directors, President and Chief Executive Officer of Westar Energy prior to the merger with Great Plains Energy that resulted in the formation of Evergy (2011-2018). Mr. Ruelle was also previously Executive Vice President and Chief Financial Officer of Westar Energy (2003-2011), and had held other financial, strategic planning and corporate development positions with Westar Energy. Mr. Ruelle also served as Senior Vice President, Chief Financial Officer and Treasurer of Sierra Pacific Resources and its integrated electric utility subsidiary, Sierra Pacific Power Company (1997-2001), and, following its acquisition by Sierra Pacific Resources, President of Nevada Power Company (2001-2002), in Las Vegas, Nevada. He is on the Board of Directors of Stormont-Vail Health Care and various charitable and civic organizations. Mr. Ruelle received both a Bachelor of Arts degree and a Master of Arts degree in economics from the University of North Dakota.
Mr. Ruelle’s qualifications to serve as our director and Chairman of the Board include his leadership experience, his financial expertise, his extensive utility industry experience and his knowledge of the business community in Topeka, Kansas, one of our significant markets and our Kansas operational headquarters. Mr. Ruelle is, among other things, “experienced” in the following core competencies: Federal and State Regulation and Compliance; Operational Oversight; and Community and Public Relations.
John J. Sherman
Director since 2009
Mr. Sherman, 64, is Vice Chairman of the Cleveland Indians Baseball Club (since 2016) and a Director of Crestwood Equity GP LLC (formerly known as Inergy GP, LLC) (since 2013). Crestwood Equity GP LLC is the general partner of Crestwood Equity Partners LP (NYSE: CEPQ), a midstream energy company located in Houston, Texas. He was a Director of Crestwood Midstream GP LLC (formerly known as NRGM GP, LLC) prior to that entity merging with Crestwood Equity GP, LLC. He formerly served as the Chief Executive Officer, President and Director of NRGM GP, LLC, general partner of Inergy Midstream, L.P (2011-2013). He also served as Founder, Chief Executive Officer and Director of Inergy GP, LLC (the general partner of Inergy, L.P.) (2001-2013) and served as President, Chief Executive Officer and Director of Inergy Holdings GP, LLC (2005-2010). He serves on the Boards of Directors of the Ewing Marion Kauffman Foundation, University of Missouri-Kansas City and various other charitable, non-profit and civic organizations. Mr. Sherman received his degree from Ottawa University.
Mr. Sherman’s qualifications to serve as our director include his extensive and varied senior management leadership experience, accomplishments and energy policy expertise, and his strong entrepreneurial focus. Mr. Sherman is, among other things, “experienced” in the following core competencies: Strategy Development; Alignment of Company Culture and Compensation and Leadership Development; and Accounting, Finance and Investment Management.

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S. Carl Soderstrom Jr.
Director since 2010
Mr. Soderstrom, 65, retired as Senior Vice President and Chief Financial Officer (2001-2004) for ArvinMeritor, an automotive and commercial vehicle components manufacturer based in Troy, Michigan, after serving as Senior Vice President, Engineering, for the company (1998-2001). Mr. Soderstrom previously held executive/management positions at Rockwell International (1986-1998), General Electric Company (1980-1986) and Emerson Electric (1977-1980). He is a member of the Board of Directors of Lydall Inc. (NYSE: LDL), a technology and manufacturing company headquartered in Manchester, Connecticut (since 2003), where he serves as chair of the governance committee and a member of the audit review committee. Mr. Soderstrom was previously a member of the Board of Directors of FreightCar America Inc. (NASDAQ: RAIL), a railcar manufacturing company located in Chicago, Illinois (2005-2018). Mr. Soderstrom graduated from Duke University and holds a Bachelor of Science in engineering with majors in mechanical engineering and economics. He received his Master of Business Administration from the University of Michigan.
Mr. Soderstrom’s qualifications to serve as our director include his substantial financial expertise, his operations and engineering knowledge from his experience at other large public companies and his substantial experience serving as a director of other public companies. Mr. Soderstrom is, among other things, “experienced” in the following core competencies: Accounting, Finance and Investment Management; Risk Management; and Operational Oversight.
John Arthur Stall
Director since 2019
Mr. Stall, 64, is an independent member of the board of directors of Wolf Creek Nuclear Operating Corporation, which operates Evergy’s Wolf Creek nuclear generating station (since 2011). Mr. Stall retired from NextEra Energy, Inc. (NYSE: NEE) in 2010, where he served in numerous nuclear leadership roles. He served as President of NextEra’s nuclear division (2009-2010), as Senior Vice President and Chief Nuclear Officer of NextEra (2001-2009), as Vice President, Nuclear Engineering of NextEra (2000-2001) and Vice President of NextEra’s St. Lucie nuclear generating station (1996-2000). He also served in leadership roles at Dominion Energy, Inc.’s (NYSE: D) North Anna nuclear generating station (1977-1996). Mr. Stall provides consulting services related to the nuclear industry, including serving as an arbitrator in complicated nuclear disputes, providing expert witness testimony to regulatory bodies and serving as the chair of an independent nuclear safety advisory committee for a publicly-traded electric utility that operates multiple nuclear generating units. He is also a member of the Institute of Nuclear Power Operations National Academy of Nuclear Training Accrediting Board (since 2008). Mr. Stall graduated from the University of Florida and holds a Bachelor of Science in nuclear engineering. He received his Master of Business Administration from Virginia Commonwealth University.
Mr. Stall’s qualifications to serve as our director include his substantial nuclear expertise, his operations and engineering knowledge from his experience at other large electric utilities and his leadership experience. Mr. Stall is, among other things, “experienced” in the following core competencies: Federal and State Regulation and Compliance; Risk Management; and Operational Oversight.

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CORPORATE GOVERNANCE
We are committed to strong corporate governance practices that support the regulated nature of our business and the long-term interests of our shareholders.
Corporate Governance Guidelines. The Board has adopted a set of Corporate Governance Guidelines to provide a framework for our corporate governance initiatives. Our guidelines address, among other things, Board responsibilities and leadership, risk oversight, committee composition and director qualifications. The Nominating, Governance, and Corporate Responsibility Committee is responsible for overseeing and reviewing the Corporate Governance Guidelines and for recommending any changes to the guidelines to the Board.
Board Leadership Structure. We have separated the roles of Chairman of the Board and Chief Executive Officer, with Mr. Mark A. Ruelle serving as our Chair and Mr. Terry Bassham serving as our Chief Executive Officer. However, the Board believes it is important to maintain flexibility to combine the roles in the future if it is in the long-term interests of our shareholders. To support good governance practices, the Board has also designated Mr. Charles Q. Chandler IV as our Lead Independent Director. In addition, the chairs of the standing committees are independent members of the Board. A description of the duties of the Chair and Lead Independent Director positions follows.
Chairman of the Board
The Chair is responsible for presiding over all Board meetings and all executive sessions of the Board that include only non-management directors. The Chair may also call special meetings of the Board or shareholders, and also presides over Evergy’s shareholder meetings.
The Chair approves Board meeting agendas, which are prepared by the Chief Executive Officer reflecting input, if any, of the Chair and Lead Independent Director. The Chief Executive Officer and Chair also discuss the quality, quantity and timeliness of the flow of information from management.
The Chair also serves as the principal liaison between management, acting through or in consultation with the Chief Executive Officer, and the Board. He is also responsible for soliciting information from the non-management members of the Board regarding the performance of the Chief Executive Officer.
The Chair is also available for discussion with individual directors regarding key issues, individual director performance or any other matters relating to effectiveness of the Board. He may also interface from time to time with the public, including shareholders.
Working with the Nominating, Governance, and Corporate Responsibility Committee, the Lead Independent Director and Chief Executive Officer, the Chair is also responsible for interviewing, and recommending to the Board, all candidates for the Board. Among other duties, the Chair is also responsible for helping to set the tone for ethics and integrity at Evergy.
Lead Independent Director
The Lead Independent Director is responsible for developing agendas for executive sessions of independent directors and calling and presiding over the same. He also serves as a liaison between the Chair and the independent directors, reviews meeting agendas and reviews meeting schedules.
The Board believes that this structure is an appropriate corporate governance structure for the Company. Although NYSE requirements prohibit the Board from determining that Mr. Ruelle is independent, Mr. Ruelle owns a significant amount of Evergy stock and, as a result, his financial interests are aligned with those of Evergy’s shareholders. Moreover, the boards of directors of Great Plains Energy and Westar Energy approved the “merger of equals” transaction based on a belief that the transaction would provide, among other things, an opportunity to operate the combined company more efficiently than either company could

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have been operated alone, which benefits customers and shareholders alike. Successfully integrating the two companies requires dedication and deep operational knowledge, which are attributes that chief executive officers inherently possess due to their roles. By retaining Mr. Ruelle as non-executive Chair, and Mr. Bassham as Chief Executive Officer, the Board believes that Evergy is well-positioned to retain the deep institutional knowledge that will likely be valuable during integration. In addition, retention of both individuals ensures a continuity of service and representation in our local communities.
The Board has also appointed Mr. Chandler to serve as Lead Independent Director to ensure that Evergy’s independent directors are represented and have formal mechanisms in place to exercise their governance role. Mr. Chandler was previously independent chairman of the board of directors of Westar Energy.
Executive Sessions. Time is reserved on each Board meeting agenda for all directors to meet in executive session, with no members of management (other than the chief executive officer) present. Time is also reserved on each Board meeting agenda for the non-management directors to meet in executive session, presided over by our Chair, and for the independent directors to meet in executive session, presided over by the Lead Independent Director, in each case with no members of management present. Time is also reserved on each regular committee meeting for committee members to meet in executive session with no members of management present (except in the case of the Nuclear, Operations, and Environmental Oversight Committee, of which Mr. Bassham is a member).
Board Oversight of Risk Management. The Board is responsible for the oversight of all major risks (as well as mitigation plans), including strategic, financial, operational and compliance risks. In an effort to ensure appropriate and in-depth oversight of risk, the Board has delegated some specific risk oversight responsibility to its committees, as summarized below and as described in those committees’ charters. The Nominating, Governance, and Corporate Responsibility Committee is charged with ensuring that risk governance roles have been properly allocated, and the Audit Committee reviews Evergy’s policies with respect to risk assessment and risk management. Management is responsible for developing and implementing appropriate risk management practices on a day-to-day basis.
At least once each year, the full Board receives a report from management of key risks and related mitigation plans. The full Board also receives updates on significant events and the status of, and changes in, the risks and mitigation plans. In addition, management makes regular presentations to the Board focusing on significant risk areas and corresponding mitigation plans and activities.
Board Attendance at Annual Meeting. Our Corporate Governance Guidelines provide that all directors are encouraged to attend annual meetings of shareholders.
Meetings of the Board. The Board held four meetings in 2018, following the inception of Evergy as a publicly-traded company in June 2018. Except for Mr. Soderstrom, each of our directors who was on the Board in 2018 attended at least 75 percent of the aggregate number of meetings of the Board and committees on which he or she serves. Mr. Soderstrom was unable to attend one set of Board and committee meetings. Due to the limited number of meetings held in 2018, Mr. Soderstrom was therefore only able to attend approximately 70% of the Evergy meetings. In 2016 and 2017, Mr. Soderstrom attended all meetings of the Westar Energy Board of Directors and committees thereof on which he served.
Committees of the Board. We have a robust committee structure, with five standing committees. Each committee is populated with at least six directors and led by an independent director. Additionally, four of these committees, including the committees required by NYSE standards, consist solely of independent directors. The following table identifies the current Board members and the committees on which they serve:


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Name
Audit
Compensation and Leadership Development
Finance
Nominating, Governance, and Corporate Responsibility
Nuclear, Operations, and Environmental Oversight
 
Terry Bassham
 
 
 
 
X
 
Mollie Hale Carter
 
X
 
X
 
 
Charles Q. Chandler IV
X
 
 
X
 
 
Gary D. Forsee
 
X
 
X
 
 
Scott D. Grimes
X
 
X
 
X
 
Richard L. Hawley
X
 
X
 
 
 
Thomas D. Hyde
Chair
 
 
X
 
 
B. Anthony Isaac
 
X
Chair
 
X
 
Sandra A.J. Lawrence
 
X
 
Chair
 
 
Ann D. Murtlow
X
 
X
 
Chair
 
Sandra J. Price
 
X
 
X
 
 
Mark A. Ruelle
 
 
 
 
X
 
John J. Sherman
 
Chair
X
 
 
 
S. Carl Soderstrom Jr.
X
 
X
 
X
 
John A. Stall
 
 
 
 
X
 
Number of Meetings Held in 2018
5
4
4
3
3
Audit Committee. The committee’s primary purposes are to:
oversee processes related to integrity of Evergy’s financial statements, including the reporting process and systems of internal controls regarding finance, accounting, legal and regulatory compliance;
review the independence, qualifications and performance of the independent auditor and the performance of the audit services department;
oversee the preparation of all reports and other disclosures required of the Audit Committee by the SEC for inclusion in the annual meeting proxy statement; and
review Evergy’s compliance with legal and regulatory requirements and its Code of Ethical Business Conduct.
The authority and responsibilities of the Audit Committee are more fully set forth in its committee charter.
The committee’s members are Messrs. Hyde (Chair), Chandler, Grimes, Hawley, Soderstrom and Ms. Murtlow. The Board has determined that (i) each member of the committee is independent under the NYSE listing standards and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (“Exchange Act”); (ii) each member of the committee is financially literate; and (iii) Mr. Hawley is an “audit committee financial expert” within the meaning of SEC regulations. No member of the committee serves on the audit committee of more than three public companies.
Compensation and Leadership Development Committee. The committee’s primary purposes are to:

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establish an overall compensation philosophy that aligns the interests of executive officers with shareholders;
evaluate, and recommend for approval by the non-management members of the Board, Chief Executive Officer compensation, incentives and benefits;
evaluate and approve named executive officer compensation, incentives and benefits (other than the Chief Executive Officer);
advise the Chief Executive Officer on compensation, incentives and benefits for executive officers whose compensation is not otherwise set by the Board or the Compensation and Leadership Development Committee;
review management’s plans and programs for the attraction, retention, performance, succession, engagement and leadership development of the human resources needed to achieve Evergy’s objectives, including the succession of senior officers;
review the culture of Evergy; and
review and recommend that the Board approve the Compensation Discussion and Analysis section of the proxy statement and prepare or oversee the preparation of the committee report for the proxy statement.
Our Compensation and Leadership Development Committee is also responsible for reviewing whether our compensation program encourages excessive risk taking. The authority and responsibilities of the Compensation and Leadership Development Committee are more fully set forth in its committee charter.
The committee’s members are Messrs. Sherman (Chair), Forsee, Isaac, and Mses. Carter, Lawrence and Price. The Board has determined that each member of the committee is independent under the NYSE listing standards, including the enhanced independence standards for members of the compensation committee, a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act and an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986.
Finance Committee. The committee’s primary purposes are to:
assist the Board with the management and review of matters relating to the financial condition and financing plans of Evergy;
review Evergy’s financial strategies and make appropriate recommendations to the Board;
review the capital requirements, capital structure and capital allocation strategy, including the cost of capital, short and long-term financing plans, dividend policies and treasury policies, of Evergy;
review and make recommendations to the Board regarding Evergy’s annual budget, including significant capital expenditures;
review principal risks relating to or arising out of Evergy’s practices concerning budgeting, financing, credit exposures and energy trading and marketing and measures to address and mitigate such risks;
review Evergy’s investor relations program, corporate insurance coverage and reports regarding certain employee benefit plans and nuclear decommissioning trusts; and
review Evergy’s tax strategy and treasury practices, and risks related to that strategy and those practices.

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The authority and responsibilities of the Finance Committee are more fully set forth in its committee charter.
The committee’s members are Messrs. Isaac (Chair), Grimes, Hawley, Sherman, Soderstrom and Ms. Murtlow. The Board has determined that each member of the committee is independent under the NYSE listing standards.
Nominating, Governance, and Corporate Responsibility Committee. The committee’s primary purposes are to:
identify individuals who are qualified to become members of the Board;
recommend to the Board nominees to serve on the Board;
develop, recommend and oversee compliance with a set of appropriate corporate governance principles and practices applicable to Evergy to meet shareholder expectations;
oversee the evaluation of the Board;
review the effectiveness of Evergy’s corporate responsibility activities and processes; and
oversee and set compensation for members of the Board.
The authority and responsibilities of the Nominating, Governance, and Corporate Responsibility Committee are more fully set forth in its committee charter.
The committee’s members are Mses. Lawrence (Chair), Carter, Price and Messrs. Chandler, Forsee and Hyde. The Board has determined that each member of the committee is independent under the NYSE listing standards.
Nuclear, Operations, and Environmental Oversight Committee. The committee’s primary purposes are to:
advise and assist the Board with respect to oversight of the operations of Wolf Creek nuclear generating station;
advise and assist the Board with respect to oversight of the overall performance of Evergy’s operations, including electric generation, transmission and distribution, customer service and information technology;
review Evergy’s strategy and compliance with laws, regulations and standards relating to the ownership and operation of electric generating assets, including Wolf Creek, transmission and distribution and service to customers;
review all risks associated with Evergy’s operations, including physical and cybersecurity, and Evergy’s plans and processes for control and mitigation of those risks; and
review the safety and reliability of Evergy’s operations, with particular focus on nuclear safety, industrial safety, public safety and safety culture.
The authority and responsibilities of the Nuclear, Operations, and Environmental Oversight Committee are more fully set forth in its committee charter.
The committee’s members are Ms. Murtlow (Chair), Messrs. Bassham, Grimes, Isaac, Ruelle, Soderstrom and Stall. The Board has determined that each member of the committee, other than Mr. Ruelle and Mr. Bassham, is independent under the NYSE listing standards. Due to their extensive operational experience, including with respect to Wolf Creek, the Board determined that having Mr. Ruelle and Mr. Bassham on the committee is beneficial to the long-term interests of shareholders, customers and the community.

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Code of Ethical Business Conduct. Our Board has adopted a Code of Ethical Business Conduct to set the tone for our expectation that all directors, officers and employees act in an ethical and lawful manner. We also expect all parties who work on Evergy’s behalf to embrace the spirit of the Code of Ethical Business Conduct. Other parts of our process to ensure lawful and ethical business conduct include policies and procedures, compliance monitoring and reporting and periodic training on various areas of the law and corporate policies. We have also established a “ConcernsLine,” which is independently administered and is available 24 hours a day, every day, for the confidential and anonymous reporting of concerns and complaints. The ConcernsLine telephone number (1-866-266-7595) is listed in our Code of Ethical Business Conduct.
Our Corporate Governance Guidelines, committee charters and the Code of Ethical Business Conduct are available on the Company’s website at www.evergyinc.com. These documents are also available in print to any shareholder upon request. Requests should be directed to Corporate Secretary, Evergy, Inc., 1200 Main Street, Kansas City, Missouri 64105. We intend to disclose any change in the Code of Ethical Business Conduct, or any waiver from a provision in the Code of Ethical Business Conduct granted to a director or an executive officer, by posting such information on our website or by filing a Form 8-K. Information on, or that can be accessed through, our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated into any other filings we makes with the SEC.
Other Governance Features. Described below are some of our other governance practices that we believe demonstrate our commitment to strong governance.
Annual Self-Assessments. The Board and each committee conduct annual self-assessments to determine whether the Board and the committees are functioning effectively. The self-assessment process is based on written Board and committee surveys that are completed by all Board members. The self-assessment topics generally include, among other matters, Board composition and Board and committee structure, meeting topics and process, quality and timeliness of information, diversity, risk management, succession planning and access to management. The Chair of the Nominating, Governance, and Corporate Responsibility Committee meets with each director to discuss the survey, and the process allows Board members to provide input on individual Board member effectiveness. Each Board committee receives and discusses the results of its self-assessment, and the Nominating, Governance, and Corporate Responsibility Committee receives and discusses the results of the Board and all committee self-assessments. The Board discusses the results of the self-assessment process and, as appropriate, oversees the implementation of enhancements and other modifications identified during the process.
Majority Voting Policy. Pursuant to our majority voting policy that is contained in our Corporate Governance Guidelines, in any uncontested director election, any director nominee who receives a greater number of votes “withheld” from his or her election (excluding broker non-votes and abstentions) than votes “for” such election must promptly tender his or her offer of resignation to the Board. Within 90 days after certification of the election results, the Board will decide, through a process managed by the Nominating, Governance, and Corporate Responsibility Committee and excluding the nominee in question, whether to accept the resignation. Absent a compelling reason for the director to remain on the Board, the Board shall accept the resignation.
Mandatory Retirement / Tenure Policy. Each member of our Board who joined us in connection with the merger is not eligible to stand for election or re-election at the annual meeting of shareholders following his or her 75th birthday. Any director appointed after closing of the merger will not be able to stand for election or re-election at the annual meeting of shareholders following the earlier of (i) his or her 72nd birthday or (ii) 16 years of service. In addition, any director who experiences a significant change in primary employment since election to the Board will offer to resign, which offer will be evaluated by the Board in light of the individual circumstances.

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Stock Ownership Requirements. Our Corporate Governance Guidelines provide that non-employee directors are expected, within five years of their initial election to the Board, to acquire and hold Evergy stock with a value equal to at least five times the amount of the annual non-employee director cash retainer.
No Hedging / Pledging. Our securities trading policy, which was adopted by the Board and is overseen by our Nominating, Governance, and Corporate Responsibility Committee, prohibits all employees and directors from trading in options, warrants and puts and calls related to Evergy, and prohibits all employees and directors from engaging in any transaction to hedge the value of Evergy securities held by such individual. The policy also prohibits all employees and directors from holding Evergy securities in a margin account and pledging Evergy securities as collateral.
Oversight of Political Contributions. Our Nominating, Governance, and Corporate Responsibility Committee reviews and approves the annual political contribution budget, and reviews reports on political expenditures.
Transparent Environmental Disclosures. There has been continuing world-wide attention focused on issues related to climate change, and there have been multiple political, legal and regulatory efforts to influence climate change, such as efforts to reduce greenhouse gas emissions or impose a tax on these emissions. Evergy is committed to a long-term strategy to reduce carbon emissions in a cost-effective and reliable manner. Evergy is also committed to transparency. On its website, www.evergyinc.com, Evergy provides quantitative and qualitative data regarding various environmental, social and governance matters, including those relating to emissions, waste and water. The content of the website and report is not incorporated into this proxy statement.
DIRECTOR INDEPENDENCE
Our Corporate Governance Guidelines require that a majority of our directors be independent, as determined in accordance with the NYSE listing standards, as well as other independence standards that the Board may adopt. The NYSE listing standards provide that no director can qualify as independent unless the Board affirmatively determines that the director has no material relationship with the listed company. The Board has adopted director qualification standards that are contained in our Corporate Governance Guidelines to assist in making director independence determinations. Our Corporate Governance Guidelines are available on our website, www.evergyinc.com. Our director qualification standards are consistent with the NYSE objective independence standards.
The Nominating, Governance, and Corporate Responsibility Committee reviewed the applicable legal standards for Board and committee member independence and the director qualification standards. The Nominating, Governance, and Corporate Responsibility Committee also reviewed an analysis of the information provided by each director in an annual questionnaire and a report of transactions between Evergy and director-affiliated entities. The Nominating, Governance, and Corporate Responsibility Committee reported its independence determination recommendations to the full Board, and the Board made its independence determinations based on the Nominating, Governance, and Corporate Responsibility Committee’s report and the supporting information. In making its independence determinations, the Board considered ordinary course commercial, charitable and other transactions, none of which were material or affected the independence of a director nominee. The Board considered the fact that Mr. Chandler holds positions as a director and officer of INTRUST Bank, which has issued letters of credit related to the workers’ compensation program for the Wolf Creek nuclear power plant in which Evergy has an indirect 94% ownership interest and also holds a nominal amount of funds related to one of our employee association groups. The Board also considered the fact that Mr. Forsee is a director of Ingersoll-Rand, from which Evergy buys supplies from time to time in the ordinary course of business. The arrangements with INTRUST Bank and Ingersoll-Rand are comparable to those offered to other third parties, and neither Mr. Chandler nor Mr.

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Forsee, as applicable, is involved in, or responsible for, or materially benefits from, the dealings with Evergy. The Board further considered the fact that Mr. Stall serves as an independent director of Wolf Creek Nuclear Operating Corporation, a subsidiary of the Company and, prior to joining the Evergy Board, received fees for his services. Such fees were less than $120,000 in each twelve month period within the last three years. Some of our directors also serve as trustees or directors of non-profit and community organizations on which other directors or officers also serve or to which we donate money. In each case, payments by us or our predecessor companies were less than the greater of $1 million or 2% of the entity’s consolidated gross revenue.
Based on this review, the Board affirmatively determined that the following directors (who are also nominees for directors at the annual meeting of shareholders) are independent under the NYSE listing standards and the director qualification standards:
 
Mollie Hale Carter
Thomas D. Hyde
Sandra J. Price
 
Charles Q. Chandler IV
B. Anthony Isaac
John J. Sherman
 
Gary D. Forsee
Sandra A.J. Lawrence
S. Carl Soderstrom Jr.
 
Scott D. Grimes
Ann D. Murtlow
John Arthur Stall
 
Richard L. Hawley
 
 
Mr. Ruelle is not considered an independent director as a result of his position as a former executive officer of Westar Energy. Mr. Bassham is not considered an independent director as a result of his current position as an executive officer of Evergy.
RELATED PARTY TRANSACTIONS
The Board has adopted a written policy governing the identification, review, approval, consideration or ratification of related party transactions. The policy applies to any transaction in which Evergy (including any of its subsidiaries) was, is or will be a participant, the amount involved exceeds $120,000 in the aggregate, and any related party had, has or will have a direct or indirect material interest, but excludes any transaction that meets the preapproval thresholds set forth in our related party transaction policy. Pursuant to this policy, related party transactions are to be submitted to the Nominating, Governance, and Corporate Responsibility Committee for consideration at the next committee meeting or, if it is not practicable or desirable for the Company to wait until the next committee meeting, to the committee Chair. The Chair reports to the committee at its next meeting any approval under the related party transactions policy pursuant to delegated authority. There were no related party transactions in 2018.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation and Leadership Development Committee is or was an officer or employee of Evergy or its subsidiaries. None of our executive officers served as a director or was a member of the compensation committee (or equivalent body) of any entity where a member of our Board or Compensation and Leadership Development Committee was also an executive officer.

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BOARD POLICY REGARDING COMMUNICATIONS
The Board values input from shareholders and the many constituents that are impacted by Evergy’s activities. Communications relating to corporate governance, succession planning, executive compensation and general oversight of the Board can be sent to:
Chair, Nominating, Governance, and Corporate Responsibility Committee
Evergy, Inc.
Attention: Corporate Secretary
1200 Main St.
Kansas City, Missouri 64105
Communications can also be sent by e-mail to boardofdirectors@evergyinc.com. All relevant communications will be forwarded to the Chair of the Nominating, Governance, and Corporate Responsibility Committee to be handled on behalf of the Board. The Board believes that communications relating to general business operations, financial results, strategic direction and similar matters are appropriately addressed by management, and relevant communications that relate to these topics will be shared with appropriate members of management.
The Audit Committee has established procedures for the receipt, retention and treatment of complaints or concerns regarding accounting, internal accounting controls or auditing matters affecting Evergy. Complaints or concerns may be submitted on a confidential and anonymous basis either through the “ConcernsLine” (1-866-266-7595) or by letter addressed to:
Corporate Secretary
Evergy, Inc.
1200 Main St.
Kansas City, Missouri 64105
All complaints or concerns will be forwarded to the Chair of the Audit Committee. Confidentiality will be maintained to the fullest extent practicable, consistent with the need to conduct an adequate investigation and applicable legal requirements.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND OFFICERS
The following tables show, as of March 1, 2019, beneficial ownership of Company common stock by (i) each executive officer named in the Summary Compensation Table of this proxy statement, (ii) each director, (iii) all directors and executive officers as a group and (iv) each shareholder who the Company knows is a beneficial owner of more than five percent of the outstanding shares of the Company’s common stock (based on SEC filings). The total of all shares owned by directors and executive officers represents less than one percent of our outstanding shares. Our management has no knowledge of any person (as defined by the SEC) who owns beneficially more than five percent of our common stock, except as described below. Except as noted below, the Company believes that the persons listed have sole voting and investment power with respect to the securities listed.

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Security Ownership of Directors and Executive Officers
Name
Beneficially
Owned Shares
(#)
Share
Equivalents to
be Settled in
Stock(1)
(#)
Total Share
Interest
(#)
Percent Of
Class
(%)
Named Executive Officers
 
Terry Bassham
209,891

(2) 
209,891

(2) 
*
 
Kevin E. Bryant
46,618

(3) 
46,618

(3) 
*
 
Gregory A. Greenwood
67,304

(4) 
67,304

(4) 
*
 
Anthony D. Somma
71,886

(5) 
71,886

(5) 
*
 
Heather A. Humphrey
54,334

(6) 
54,334

(6) 
*
Non-Management Directors
 
Mollie Hale Carter
87,156

 
87,156

 
*
 
Charles Q. Chandler IV
5,767

 
94,156

 
99,923

 
*
 
Gary D. Forsee
3,333

 
21,073

 
24,406

 
*
 
Scott D. Grimes
788

 
8,088

 
8,876

 
*
 
Richard L. Hawley
15,900

 
15,900

 
*
 
Thomas D. Hyde
2,773

 
12,029

 
14,802

 
*
 
B. Anthony Isaac
32,183

 
32,183

 
*
 
Sandra A.J. Lawrence
472

 
57,148

 
57,620

 
*
 
Ann D. Murtlow
3,302

 
8,088

 
11,390

 
*
 
Sandra J. Price
5,676

 
5,676

 
*
 
Mark A. Ruelle
98,898

 
98,898

 
*
 
John J. Sherman
38,240

 
38,240

 
*
 
S. Carl Soderstrom Jr.
16,301

 
16,301

 
*
 
John A. Stall
*
All Evergy Directors and Executive Officers as a Group (22 persons)
961,404

 
*
*less than one percent
(1)
Includes equity that was deferred pursuant to a non-employee director deferred compensation plan that will settle in stock on a 1-for-1 basis and be distributed following termination of service on the Board pursuant to elections made by the director.
(2)
The amount shown includes 25,752 restricted stock shares and 35,096 restricted stock units.
(3)
The amount shown includes 7,512 restricted stock shares and 15,783 restricted stock units.
(4)
The amount shown includes 21,792 restricted stock units.
(5)
The amount shown includes 19,791 restricted stock units.
(6)
The amount shown includes 5,564 restricted stock shares and 15,129 restricted stock units.

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Beneficial Ownership of 5 Percent or More
 
 
Beneficial Ownership of
Common Stock
(Based on Schedule 13G/A Filing)
Percentage of Common Shares
Outstanding(4)
 
Vanguard Group (1)
100 Vanguard Blvd.
Malvern, PA 19355
29,757,662

 
11.3%
 
BlackRock, Inc. (2)
55 East 52nd Street
New York, NY 10055
19,720,096

 
7.5%
 
T. Rowe Price Associates, Inc.(3)
100 E. Pratt Street
Baltimore, MD 21202
13,367,619

 
5.0%
 
 
 
 
 
(1)
Based on information provided in Schedule 13G/A filed by The Vanguard Group (“Vanguard”) and its affiliated reporting persons on February 11, 2019. The Vanguard Schedule 13G/A states that as of December 31, 2018, the reporting persons collectively held sole voting power with respect to 355,489 shares, shared voting power with respect to 160,934 shares, sole dispositive power with respect to 29,307,516 shares, shared dispositive power with respect to 450,146 shares and an aggregate beneficial ownership of 29,757,662 shares.
(2)
Based on information provided in Schedule 13G filed by BlackRock, Inc. (“BlackRock”) and its affiliated reporting persons on February 8, 2019. The BlackRock Schedule 13G states that as of December 31, 2018, the reporting persons collectively held sole voting power with respect to 17,459,566 shares and sole dispositive power with respect to 19,720,096 shares.
(3)
Based on information provided in Schedule 13G filed by T. Rowe Price Associates, Inc. (“T. Rowe Price”) and its affiliated reporting persons on February 14, 2019. The T. Rowe Price Schedule 13G states that as of December 31, 2018, the reporting persons collectively held sole voting power with respect to 5,789,781 shares and sole dispositive power with respect to 13,328,519 shares.
(4)
The percentage is based on approximately 252,138,583 shares of our common stock outstanding as of March 1, 2019.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officers and persons owning more than 10 percent of our common stock to file reports of holdings and transactions in our common stock with the SEC. Based solely on our review of the reports filed under Section 16(a) of the Exchange Act and written representations that no other reports were required, we believe that, during the fiscal year ended December 31, 2018, all required filings applicable to our executive officers, directors and owners of more than ten percent of our common stock were timely made and that such persons were in compliance with the applicable requirements.


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DIRECTOR COMPENSATION
Information regarding non-employee director compensation is summarized below. Mr. Bassham is an officer of Evergy and does not receive compensation for his service on the Board.
Each of our directors, except Mr. Stall, was appointed to the Board in connection with the closing of the merger that created Evergy on June 4, 2018. The narrative information that follows describes non-employee director compensation information relating to Evergy. In addition to the non-employee director compensation related to Evergy, the tabular disclosure below also includes compensation received by each director for his or her service on the boards of directors of Great Plains Energy or Westar Energy, as applicable, in 2018 prior to the completion of the merger. Mr. Ruelle was an officer of Westar Energy and did not receive compensation for his service on that board. Mr. Stall joined the Evergy Board in March 2019; therefore, he did not receive any related director compensation in 2018.
Non-Employee Director Compensation Process
Our Nominating, Governance, and Corporate Responsibility Committee, which is comprised entirely of independent directors, is responsible for reviewing and approving compensation for our non-employee directors. The committee seeks to provide an overall non-employee director compensation program that is generally aligned with the 50th percentile of our peer group. However, due to the variation in peer company non-employee director compensation, and the fact that director compensation is not changed each year, in any given year overall non-employee director compensation may be above, at or below the market median. The committee reviews non-employee director compensation at our peer companies and relies in part on the advice of an independent compensation consultant.
Non-Employee Director Compensation
At closing of the merger, the Board, following a review by the directors that would comprise the Nominating, Governance, and Corporate Responsibility Committee after closing and based in part on a review of compensation practices at our peer companies and the advice of an independent compensation consultant, approved a compensation structure for non-employee directors that provides for the following: each non-employee director, other than the Chair and the Lead Independent Director, receives an annual cash retainer of $100,000, paid quarterly, and an annual stock award with a value of $130,000. The Chair receives an annual cash retainer of $155,000, paid quarterly, and an annual stock grant with a value of $185,000. The Lead Independent Director receives an annual cash retainer of $125,000, paid quarterly, and an annual stock award with a value of $130,000, which is the same as other non-employee directors. Committee chairs receive an additional annual cash retainer, paid quarterly, of $20,000 for each of the chairs of Audit Committee and the Compensation and Leadership Development Committee, and $15,000 for each of the chairs of the Finance Committee, the Nominating, Governance, and Corporate Responsibility Committee and the Nuclear, Operations, and Environmental Oversight Committee.
Prior to consummation of the merger, the most recent adjustment to compensation for the Westar Energy non-employee directors was in 2015, and for the Great Plains Energy non-employee directors was in 2017.
Election to Defer Compensation
Non-employee directors may defer the receipt of all or part of their cash retainers through our non-qualified deferred compensation plan (“DCP”) or all or part of the equity retainer through issuance of Deferred Share Units (“DSU”) under the Evergy, Inc. Long-Term Incentive Plan (“LTIP”).
As of the date any dividend is paid to common stock shareholders, each DSU account is credited with additional DSUs equal to the number of shares of common stock that could have been purchased (at the

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closing price of our common stock on that date) with the amount which would have been paid as dividends on the number of shares equal to the number of DSUs.
Non-employee directors may also elect to have their cash retainers converted into DSUs under the LTIP.
Non-employee directors who served on the Westar Energy or Great Plains Energy board of directors, as applicable, had the ability to defer cash and equity compensation. Compensation that was deferred pursuant to those plans remains governed by the terms of those plans, including any interest crediting and the reinvestment of dividends.
Expense Reimbursement
Members of the Board will also receive standard reimbursements for expenses incurred in connection with meeting attendance and professional education.
Charitable Contribution Matching
We also match up to $10,000 per year of charitable donations made by each director to 501(c)(3) organizations that meet our strategic giving priorities. In addition, our directors can also participate in charitable giving campaigns that are available to all employees, for which the Company also provides matching donations either based on individual or aggregate donations.
Liability Insurance
Consistent with our peer group and other public companies, we provide liability insurance to our directors under our directors and officers insurance policies. We have also entered into standard indemnification agreements with each of our directors.
Stock Ownership Requirements
Our Corporate Governance Guidelines provide that non-employee directors are expected, within five years of their initial election to the Board, to acquire and hold Evergy stock with a value equal to at least five times the amount of the annual non-employee director cash retainer. As for December 31, 2018, all of our non-employee directors satisfied, or were on pace to satisfy, this requirement.
The following table outlines all compensation paid to our non-employee directors in 2018. The table includes compensation received by each non-employee director for his or her service on the boards of directors of Great Plains Energy or Westar Energy, as applicable, in 2018 prior to the completion of the merger. We have omitted the columns titled “Option Awards” and “Non-Equity Incentive Plan Compensation” because our non-employee directors did not receive such compensation in 2018. Mr. Stall is not included because he did not serve on the Board in 2018.


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Director Compensation
Name
Fees Earned
or Paid
in Cash(1)
($)
Stock
Awards(2)
($)
Nonqualified
Deferred Compensation
Earnings(3)
($)
All Other
Compensation(4)
($)
Total
($)
 
Mollie Hale Carter
96,250

 
129,969

 
 
3,923

 
188,497

 
418,639

 
 
Charles Q. Chandler IV
120,500

 
189,925

 
 
37,594

 
204,396

 
552,415

 
 
Gary D. Forsee
95,000

 
129,997

 
 
52,443

 
48,529

 
325,970

 
 
Scott D. Grimes
95,000

 
129,997

 
12,291

 
237,288

 
 
Richard L. Hawley
99,000

 
129,969

 
228,969

 
 
Thomas D. Hyde
105,000

 
129,997

 
 
31,229

 
18,715

 
284,942

 
 
B. Anthony Isaac
103,250

 
129,969

 
10,000

 
243,219

 
 
Sandra A.J. Lawrence
103,250

 
129,969

 
 
3,865

 
115,991

 
353,074

 
 
Ann D. Murtlow
102,500

 
129,997

 
12,291

 
244,788

 
 
Sandra J. Price
95,000

 
129,997

 
20,780

 
245,777

 
 
Mark A. Ruelle
77,500

 
27,451

 
10,000

 
114,951

 
 
John J. Sherman
105,000

 
129,997

 
36,500

 
271,497

 
 
S. Carl Soderstrom Jr.
93,000

 
129,969

 
222,969

 
 
(1)
The amounts reflect retainers paid by Great Plains Energy or Westar Energy, as applicable, prior to completion of the merger in 2018, and by Evergy following completion of the merger in 2018. In 2018, Westar Energy paid non-employee directors retainers of $17,500 for the first and second quarters of 2018, except the chairman of the board who received retainers of $27,500 for the same quarters. Westar Energy committee chairs received an additional annual retainer of $20,000 for the audit committee chair, $16,500 for the compensation committee chair and $13,500 for the chairs of the finance and nominating and corporate governance committees. Members of the Westar Energy committees received an additional retainer of $10,000 for audit committee members, $8,000 for compensation committee members and $6,000 for members of the finance and nominating and corporate governance committees. Members of Westar Energy board include Ms. Carter, Mr. Chandler, Mr. Hawley, Mr. Isaac, Ms. Lawrence and Mr. Soderstrom. Mr. Ruelle was an officer of Westar Energy and did not receive compensation for his service on that board. In 2018, Great Plains Energy paid non-employee directors retainers of $22,500 for the first and second quarters of 2018. Members of Great Plains Energy board include Mr. Forsee, Mr. Grimes, Mr. Hyde, Ms. Murtlow, Ms. Price and Mr. Sherman. See “Director Compensation - Non-Employee Director Compensation” above for information on fees paid by Evergy in 2018.
(2)
The amounts reflect equity retainers paid by Great Plains Energy or Westar Energy, as applicable, prior to the completion of the merger in 2018, and by Evergy following completion of the merger in 2018. In 2018, Westar Energy paid non-employee directors an annual equity retainer of $85,000, except the chairman of the board who received an annual retainer of $145,000. Additionally, following completion of the merger, the non-employee directors who were previously members of the Westar Energy board of directors received a stock award of $45,000, except Mr. Ruelle who received a stock award of $27,500, which awards approximate the difference between what equity the directors received for service on the Westar Energy board of directors and what they would have received for service on the Evergy Board. In 2018, Great Plains Energy paid non-employee directors an annual equity retainer of $90,000. Additionally, following completion of the merger, the non-employee directors who were previously members of the Great Plains Energy board of directors received a stock award of $40,000, which awards approximate the difference between what equity the directors received for service on the Great Plains Energy board of directors and what they would have received for service on the Evergy Board. The amount shown is the aggregate grant date fair value of equity granted in 2018 computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.
(3)
The amounts shown represent the above-market earnings during 2018 on nonqualified deferred compensation.

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(4)
This column is comprised of dividends on deferred compensation paid in shares of our common stock and on deferred stock, and charitable contribution matching.

Dividends on deferred compensation paid in shares of stock and on deferred stock are credited to the director as if they had been reinvested in shares of our common stock. With respect to compensation deferred pursuant to the Westar Energy deferred compensation plan, dividends are reinvested at a price equal to the average of the daily high and low prices of our common stock as reported on the NYSE for the three trading days immediately preceding the day the dividend is credited. With respect to compensation deferred pursuant to the Evergy (and Great Plains Energy) deferred compensation plan, dividends are reinvested at a price equal to the closing price of our common stock as reported on the NYSE for the trading day immediately preceding the day the dividend is credited.

The directors credited with dividend equivalents were Ms. Carter ($178,497), Mr. Chandler ($194,396), Mr. Forsee ($33,529), Mr. Grimes ($12,291), Mr. Hyde ($18,715), Ms. Lawrence ($115,991), Ms. Murtlow ($12,291) and Ms. Price ($8,280). The directors credited with dividend equivalents on deferred compensation payable in stock were Ms. Carter ($89,956) and Ms. Lawrence ($39,444).

The directors for whom the Company provided charitable matching contributions were Ms. Carter ($10,000), Mr. Chandler ($10,000), Mr. Forsee ($15,000), Mr. Isaac ($10,000), Ms. Price ($12,500), Mr. Ruelle ($10,000) and Mr. Sherman ($36,500).

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COMPENSATION DISCUSSION AND ANALYSIS
Introduction
Evergy is a public utility holding company that began trading on the NYSE in June 2018 following the merger of Great Plains Energy and Westar Energy. We operate primarily through our integrated electric utility subsidiaries, Kansas City Power & Light Company, Kansas Gas and Electric Company, KCP&L Greater Missouri Operations Company and Westar Energy. We have approximately 14,500 megawatts of owned generating capacity and renewable power purchase agreements. We engage in the generation, transmission, distribution and sale of electricity to approximately 1.6 million customers in the states of Kansas and Missouri. Our 2018 Annual Report contains additional information on our businesses and the merger that created Evergy.
Our business is capital-intensive and subject to extensive and dynamic utility and environmental regulation. Our retail customer service areas and rates are fixed by the Missouri and Kansas utility commissions, and our federal rates are fixed by the Federal Energy Regulatory Commission, which means that our financial performance and growth potential are, in large part, directly tied to the communities we serve and the decisions of our regulatory commissions.
This Compensation Discussion and Analysis (“CD&A”) provides a comprehensive explanation of the compensation awarded to, earned by, or paid to the following individuals listed below, who are our named executive officers, or NEOs, for 2018:
Terry Bassham, President and Chief Executive Officer;
Kevin E. Bryant, Executive Vice President and Chief Operating Officer;
Greg A. Greenwood, Executive Vice President, Strategy and Chief Administrative Officer;
Anthony D. Somma, Executive Vice President and Chief Financial Officer; and
Heather A. Humphrey, Senior Vice President, General Counsel and Corporate Secretary.    
Executive Summary of 2018 Compensation Decisions
Overview
The compensation committees and boards of directors of Great Plains Energy and Westar Energy operated independently until completion of the merger in June 2018 and, as such, made independent compensation decisions at the start of 2018 based on the compensation philosophies and programs for each company. Evergy’s Compensation and Leadership Development Committee and Board worked to transition legacy compensation structures at and following the closing of the merger. This CD&A focuses on actions taken by Evergy in connection with and following the merger in 2018.
Public companies are required to provide their shareholders with the opportunity to approve, on an advisory and non-binding basis, the compensation of their named executive officers. Great Plains Energy and Westar Energy had a track record of receiving significant support for their compensation programs prior to completion of the merger. In 2017, which was the last time the shareholders of both companies provided their advisory votes concerning executive compensation, 96% of shareholders voting approved of the compensation of their named executive officers at the respective companies. We believe this strong shareholder support demonstrates the alignment of shareholder interests with the executive compensation

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programs of, and the approaches utilized by, Great Plains Energy and Westar Energy. Our 2018 executive compensation program followed, to a large extent, the structure utilized by Great Plains Energy, and we therefore believe that the program and philosophy we have established continue to align the interests of shareholders with our executive compensation program.
2018 Performance Achievements
Our executive compensation program is designed to attract, motivate and retain key executives and to pay for performance. Summarized below are a few of our 2018 achievements.
Completed merger of Great Plains Energy and Westar Energy. Completion of the merger in 2018 created a leading energy company that provides value to shareholders and a stronger company for customers. Evergy’s mission is to empower a better future. Today, half the power supplied to homes and businesses by Evergy comes from emission-free sources, creating more reliable energy with less impact to the environment.
Delivered solid shareholder return. We delivered a total shareholder return of 10.9% in 2018, which translated to the 80th percentile when compared against other electric utilities in the Edison Electric Institute (“EEI”) index. This return includes Westar Energy prior to the merger because Westar Energy was deemed the accounting acquirer in the merger, and Westar Energy’s shares were exchanged on a 1-for-1 basis for shares of Evergy upon formation of Evergy.
Continued dividend growth. We continued to deliver on our commitment to a growing, stable dividend and ended 2018 with an annualized dividend of $1.90 per share. This represents an increase of approximately 25% of the annualized dividend in effect for Westar Energy shareholders prior to executing the merger agreement, and an increase of approximately 8% of the annualized dividend in effect for Great Plains Energy shareholder prior to executing the merger agreement.
Delivered on planned merger savings. As described in greater detail below, we exceeded the gross non-fuel operating and maintenance expense savings target we set in connection with the merger for the second half of 2018.
Successful execution of capital allocation plan. In 2018, we successfully executed our capital allocation plan, including the launch of our share repurchase program. By year-end we retired over 16 million shares, which represents approximately 25% of our mid-2020 target. We also invested approximately $1.1 billion across our service territory, enabling us to continue to provide the quality service customers expect.
Received constructive regulatory and legislative outcomes. Each of our main utility subsidiaries reached constructive settlements in 2018 rate cases. In addition, we worked with stakeholders in Missouri to enact into law Senate Bill 564. This law modernizes the regulatory framework in Missouri and should improve the ability of our Missouri utilities to earn their allowed returns for the investments that are necessary to provide safe and efficient service to our Missouri customers.
Invested to continue to meet the generation needs of our region in an environmentally conscientious manner. We continued our strategy of transforming our fleet in an economic and sustainable manner. By the end of 2018, Evergy’s utility subsidiaries owned or purchased 3,500 megawatts of renewable generation, most of which comes from the wind that is abundant in our service territory. In 2018, we retired approximately 1,500 megawatts of end-of-life fossil generation, while adding 244 megawatts of wind energy to our portfolio. This contributed to a 36% reduction in carbon levels since 2005. Evergy is also committed to transparency. On its website, www.evergyinc.com, Evergy provides quantitative and qualitative data

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regarding various environmental, social and governance matters, including those relating to emissions, waste and water. The content of the website and report is not incorporated into this proxy statement.
2018 Compensation Decisions
In connection with the closing of the merger, our Compensation and Leadership Development Committee, which we refer to in this CD&A as the Committee, and the Board, based on the advice of its independent compensation consultants, established a mix of compensation elements (base salary, short-term incentive awards and long-term equity compensation award targets) for our executive compensation program to pay for performance and support sustainable shareholder value. A summary of select actions taken in connection with, or following, the closing of the merger follows.
Balanced Mix of Compensation Weighted Toward Incentivizing Performance. The Committee and Board established a mix of short-term and long-term compensation elements that reflected financial and operational goals and encouraged overall balanced performance to support sustainable shareholder value. We believe a majority of each NEO’s target compensation should be performance-based, or “at risk,” and our executive compensation program provides more potential value to the NEOs through performance-based incentives than it does through base salary. The following chart shows the target pay mix of our 2018 direct compensation elements for our NEOs.
.http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12798769&doc=8
The total compensation of each NEO also includes retirement benefits, generally available employee benefits, deferred compensation benefits and modest perquisites, as well as post-termination compensation.
Short-Term Incentives Tied to Achievement of Critical Objectives. Our short-term incentive objectives and achievements, measured from July 1, 2018 to December 31, 2018, were as follows:

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Second Half 2018 Annual Incentive Objectives
Weighting
(Percent)
Achievement
(Percent of Target)
 
Safety Audits & Training
15.0

%
150.0

%
 
System Average Interruption Duration Index (SAIDI)
15.0

%
200.0

%
 
Equivalent Availability (coal - peak months)
12.6

%
123.2

%
 
Equivalent Availability (nuclear)
2.4

%
200.0

%
 
Total Adjusted Non-Fuel Operations and Maintenance Expense
55.0

%
114.6

%
Our weighted achievement for the second half of 2018 was 135.8 percent. No adjustments were made to any NEO award. A discussion of the results and objectives starts on page 42. Based on this performance, the following performance cash awards were paid to our NEOs:
Name
Second Half 2018
Incentive Award
at Target (Percent of
Annual Base Salary)
Second Half 2018
Actual Award Paid
(Percent of
Annual Base Salary)
Second Half 2018
Actual Award Paid
($)
 
Mr. Bassham
100
%
135.8

%
645,050

 
 
Mr. Bryant
80
%
108.6

%
282,464

 
 
Mr. Greenwood
80
%
108.6

%
282,464

 
 
Mr. Somma
80
%
108.6

%
268,884

 
 
Ms. Humphrey
65
%
88.3

%
213,613

 
 
 
 
 
 
 
 
 
See the “Compensation Discussion and Analysis - Summary and Analysis of Executive Compensation - Equity Compensation - Actions Required by the Merger Agreement” on page 45 for additional information on actions taken by the Committee in 2018.
Compensation Governance Practices
Our Board and Committee is committed to high standards of corporate governance, and the following compensation governance practices highlight this commitment:
Independent Committee. The Committee is comprised of six directors, each of whom is independent under the NYSE listing standards, including the enhanced independence standards for members of the compensation committee, a “non-employee director” under the Exchange Act and an “outside director” under Section 162(m) of the Internal Revenue Code of 1986.
Independent Consultant. For 2018, the Committee retained Mercer and Meridian Compensation Partners, LLC (“Meridian”) to evaluate, and provide advice with respect to, our executive compensation program.
Executive Sessions. Time is allocated on each regular Committee meeting for the Committee to meet in executive session without the presence of management. The Committee at times will include its independent compensation consultant or other advisors for all or a part of these sessions.
Stock Ownership Guidelines. We have significant stock ownership and holding guidelines for all of our executive officers. Our Chief Executive Officer is expected to hold an equity level of at least five times base salary. Other executive officers, including the NEOs, are expected to hold equity that is either two or three times their base salaries.
Clawback Policy. We have the ability to recover cash incentive compensation and equity awards in the event of a restatement of or other inaccuracy in our financial statements.

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Risk Assessment of Compensation Plans. We annually conduct a risk assessment to evaluate whether our compensation program creates any risks that may have a material adverse effect on us.
Change-in-Control Benefit Triggers. Our Change-in-Control Severance Agreements have a “double trigger” and require both a change-in-control and termination of employment prior to the payment of severance benefits, if any, and do not contain any excise tax gross-up features.
No Employment Contracts. We do not have employment contracts with any of our executive officers, including the NEOs.
No Dividend Payments for Unvested Performance Awards. Dividends are not paid on unvested performance awards, unless and until such awards vest.
Modest Perquisites. We provide only modest perquisites that we believe provide a retention benefit to Evergy and its shareholders.
Alignment with Shareholder Interests. A significant portion of each executive officer’s compensation is “at risk” in that it depends on our performance in an effort to align the economic interests of our executive officers with our shareholders.
Short Selling, Hedging and Pledging. Our insider trading policy prohibits all directors, executive officers and employees from engaging in short sales and hedging transactions relating to our common stock, and from pledging the same as collateral.
Compensation Philosophy and Objectives
The primary objectives of our compensation program are to:
Attract and Retain Qualified Executives. Attract and retain highly qualified executive officers using a competitive pay package, with base salaries around the market median and opportunities for higher levels of total compensation through performance incentives.
Pay for Performance. Motivate executive officers using performance incentives based on short-term and long-term financial and operational results.
Reward Long-Term Growth and Sustained Profitability. Align the economic interests of executive officers with those of our shareholders by delivering a significant portion of total compensation in the form of time-based equity awards with three-year “cliff” vesting and performance-based equity awards with three-year “cliff” vesting based on our total shareholder return relative to peer companies.
Encourage Teamwork. Reward teamwork and collaboration among executives to benefit customers and shareholders.
Independent Compensation Consultant
The Committee engages one or more independent compensation consultants to advise on executive compensation, assess the overall compensation program levels and elements and evaluate compensation trends. The Committee retains the sole authority to select, retain, direct or dismiss any executive compensation consultants. Annually, the Committee confirms that any compensation consultant engaged by the Committee remains independent and free from conflicts of interest that would prevent the applicable consultant from independently representing the Committee. For 2018, the Committee retained Mercer, which had historically advised Great Plains Energy, and Meridian, which had historically advised Westar Energy, to provide independent services. The Committee intends to utilize a single consultant starting in 2019 to ensure that the Committee will continue to receive independent advice in a cost-effective manner.

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The Committee requested that the consultants perform the principal duties identified below. The consultants neither determined, nor recommended, the amount of any executive’s compensation.
Review the Company’s executive compensation and benefit programs, including plan design.
Analyze base salary and variable components of pay, relative to survey market data and the Company’s identified peer group.
Advise on compensation practices of the Company’s peer group, the structure of plans and the market data for comparisons for base salaries and incentive targets.
Provide information on base salaries, annual incentives, long-term incentives and other specific aspects of executive compensation for each NEO.
In addition, management engaged Willis Towers Watson to provide services on the Company’s behalf. As described below, Willis Towers Watson recommended peer group candidates for the post-closing combined company and conducted a competitive market assessment of the post-closing executive officer compensation program. Mercer and Meridian reviewed and discussed the findings and recommendations with the Committee. In addition, management also retained Willis Towers Watson on the Company’s behalf to provide services related to benefit plans, including actuarial and consulting services and brokerage services in connection with post-retirement health insurance.
Role of Peer Group
In connection with the merger, Willis Towers Watson recommended peer group candidates with a size and business mix similar to the post-merger combined company. These recommendations were reviewed by Mercer and Meridian and discussed with the Committee. Potential peer group companies were assessed using three criteria: annual revenues, market value and percentage of total revenues from regulated electric operations. The Committee used the following peer group for the Company’s post-merger 2018 compensation decisions because, based on the criteria utilized, the Committee believed, based on the advice of consultants, that the peer companies are generally representative of the types of companies with which Evergy competes for executive-level talent and have similar businesses as Evergy.
Alliant Energy Corporation
Entergy Corporation
PPL Corporation
Ameren Corporation
NiSource, Inc.
SCANA Corporation
CenterPoint Energy
OGE Energy Corporation
WEC Energy Group
CMS Energy Corporation
Pinnacle West Capital Corporation
Xcel Energy, Inc.
DTE Energy, Inc.
Portland General Electric Company
 
The Compensation Process
Process for Setting Compensation in Connection with the Merger
Prior to closing of the merger, the members of the post-closing management team retained Willis Towers Watson to conduct a competitive market assessment of the post-closing executive officer compensation program. The competitive market assessment reviewed base salary and target short-term incentives, long-term incentives, total cash compensation and total direct compensation.
To conduct this analysis, Willis Towers Watson provided market data from two sources. One source was Willis Towers Watson’s 2017 Energy Services Executive Compensation Database, which is an annual compilation of compensation for executive officer positions at a broad group of energy and utility companies nationwide. Willis Towers Watson obtained data from its database for positions that in its judgment most closely corresponded to the duties and responsibilities associated with each of our post-closing officer positions. Willis Towers Watson then adjusted the data to account for the different total revenues of the

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companies in its database as compared to our projected revenues. Willis Towers Watson also reviewed data derived by Mercer from the 2016 proxy statements for companies in our post-closing peer group. The proxy data was used to compare the proposed compensation levels of our executive officers against the compensation of corresponding executive officers of companies in the post-closing peer group. This comparison allowed for an evaluation of the reasonableness of the Willis Towers Watson survey data and of our proposed post-closing executive officer compensation program. Willis Towers Watson also reviewed the executive officer compensation from Great Plains Energy and Westar Energy.
Mercer and Meridian reviewed the work of Willis Towers Watson and provided input on the benchmark matches and methodologies. Mercer reviewed this information with the compensation committee of the Great Plains Energy board of directors and the Great Plains Energy directors who would comprise Evergy’s Compensation and Leadership Development Committee after closing. Meridian reviewed this information with the compensation committee of the Westar Energy board of directors and the Westar Energy directors who would comprise Evergy’s Compensation and Leadership Development Committee after closing. The directors who would comprise Evergy’s Compensation and Leadership Development Committee, and those who would comprise the Evergy Board, had full authority to adjust any of the recommendations and provide final decisions with respect to compensation.
Based on the foregoing work and analysis, at the closing of the merger the Evergy Board approved the salaries, target short-term incentive compensation (expressed as a percentage of base salary) and target long-term incentive compensation (expressed as a percentage of base salary) discussed below for each of the officers, other than the Chief Executive Officer. Following the closing of the merger, using the information discussed above, and following consultation with Mercer and Meridian, the Evergy Compensation and Leadership Development Committee met to review the proposed salary, target short-term incentive compensation (expressed as a percentage of base salary) and target long-term incentive compensation (expressed as a percentage of base salary) for the Chief Executive Officer. The Board subsequently approved these amounts based on the recommendation of the Committee.
The base salaries, target short-term incentive compensation (expressed as a percentage of base salary) and target long-term incentive compensation (expressed as a percentage of base salary) of all executive officers, including NEOs, will be unchanged in 2019 because they were set in the second half of 2018.
Annual Compensation Review Process
Our Committee charter provides that, on an annual basis, the Committee is responsible for evaluating, and recommending for approval by the non-management members of the Board, Chief Executive Officer compensation, incentives and benefits. The charter further provides that, on an annual basis, the Committee is responsible for evaluating and approving the same for our NEOs and for evaluating and advising our Chief Executive Officer on compensation, incentives and benefits for all other officers. Since all officer compensation was established in 2018 in connection with the merger, the Committee did not undertake an annual review in 2018 separate and apart from the process related to the merger described above.

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Role of Executive Officers
While the Chief Executive Officer at times attends meetings of the Committee, he is not a member and does not vote on Committee matters. In addition, there are portions of Committee meetings when the Chief Executive Officer is not present, such as when the Committee is in closed executive session or discusses the Chief Executive Officer’s performance or individual compensation. The Chief Executive Officer’s compensation levels and performance goals are recommended by the Committee for approval by the non-management members of the Board. Consistent with other companies, and in the ordinary course of their job responsibilities, the Chief Executive Officer and other executive officers play a role in the design and evaluation of the Company’s compensation programs and policies. Because of their extensive familiarity with the Company, these executives are in a position to suggest to the Committee and the compensation consultant programs that provide effective incentives to produce value for shareholders and customers. Notwithstanding this involvement, all compensation decisions for the Chief Executive Officer and NEOs are ultimately made by the Committee or the non-management members of the Board, and all compensation decisions for the officers are reviewed by the Committee.

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Summary and Analysis of Executive Compensation
The following elements of executive compensation are summarized below:
Compensation Component
Description
Objective
Cash Compensation
Base Salary
• Fixed compensation that is reviewed annually taking into consideration peer compensation information and individual performance
• Aligned with market median
• Provide competitive level of fixed cash compensation
• Recognize strong performers
• Attract and retain talent
Short-Term Incentives
• Variable compensation earned based on performance against pre-established objectives
• Incentivize behaviors that contribute to long-term shareholder value
• Attract and retain talent
Discretionary Cash Incentives
• Infrequently used incentives to reward or incentivize exceptional performance
• Incentivize high performance
• Attract and retain talent
Equity Compensation
Restricted Equity Incentives
• 75% of incentives are performance-based, and 25% are time-based
• Equity incentives with three year “cliff” vesting
• Incentivize creation of long-term shareholder value
• Align compensation with shareholder interests
• Build stock ownership
• Attract and retain talent
Discretionary Equity Incentives
• Infrequently used incentives to reward or incentivize exceptional performance
• Incentivize high performance
• Attract and retain talent

Other Compensation Components
Deferred Compensation
• Unfunded, non-qualified plan that allows all officers to defer the receipt of certain cash compensation
• Attract and retain talent
• Provide compensation deferrals in a tax-efficient manner
Retirement Benefits
• Pension plan*
• Supplemental executive retirement plans
• 401(k) plan matching
• Provide competitive total compensation package
• Facilitate succession planning
• Attract and retain talent
Change-in-Control Benefits
• Payments in the event of (i) change-in-control and (ii) termination of employment
• Align executive interests with shareholder interests
• Attract and retain talent
Other Benefits
• Financial planning services / health physicals
• Standard benefits, such as medical, life insurance and disability
• Provide competitive total compensation package
• Attract and retain talent
* Frozen to new hires

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Cash Compensation
Cash compensation for our NEOs includes a market-competitive base salary and performance-based short-term incentives. The Committee believes that, in general, cash compensation should comprise an increasingly smaller percent of total compensation as officers move to higher levels of responsibility.
Base Salary
Based on the compensation review conducted in connection with the merger, all of our NEOs received salary increases from what they were paid by their predecessor companies intended to reflect their new roles within the combined organization. Salary increases were also provided for retention purposes to ensure that each NEO’s salary was competitively aligned with the median salary of individuals in comparable positions in companies of similar size within the industry. The annualized base salaries in effect with the legacy companies prior to the merger, along with annualized base salaries that are in effect following completion of the merger, are as follows:
 
Name
Pre-Merger Salary
2018 Base Salary
 
Mr. Bassham

$906,400

 
$950,000
 
Mr. Bryant

$475,860

 
$520,000
 
Mr. Greenwood

$455,000

 
$520,000
 
Mr. Somma

$450,000

 
$495,000
 
Ms. Humphrey

$456,187

 
$484,000
Base salaries that were established in connection with the closing of the merger in June 2018 will remain in place for the 2019 fiscal year. Thereafter, base salaries will be reviewed annually.
Short-Term Incentives
Our short-term incentive plan is based upon a mix of financial and operational metrics that the Committee believes are conducive to the creation of shareholder value. Because of their extensive familiarity with the Company, management recommends objectives and targets, which the Committee analyzes and adjusts with the independent compensation consultant before any final Committee approval. As part of the review, the Committee analyzes risks associated with the short-term incentive plan. In establishing final objectives and targets, the Committee seeks to ensure that:
incentives are aligned with the strategic goals approved by the Board;
targets are sufficiently ambitious, but strike an acceptable balance between risk and reward; and
incentive payments, assuming target levels are met, will be consistent with the overall compensation program established by the Committee.
The Committee developed, with input from the independent compensation consultants and management, a structure for a short-term incentive plan for the Company to incentivize and reward performance from July 1, 2018, which is shortly after the merger closed, to December 31, 2018. As discussed in greater detail below, the plan provides a financial objective weighted at 55% and key business objectives weighted at 45%.
As discussed above, the Committee or Board established target incentives for each NEO as a percentage of base salary. The basic structure of the short-term incentive plan provides for 100% payout for target performance for each objective. Fifty percent is payable at the threshold level of objective performance and 200% is payable at the maximum level of objective performance. Objective performance is interpolated between performance levels. Objective performance achievement that is less than threshold achievement results in a zero payment for that objective.

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The results for the short-term incentive plan based on performance during the second half of 2018 are shown in the table below. Additional information on each metric and the process for setting goals is described below the table.
Objective
Weight
(%)
Threshold
50%
Target
100%
Stretch
150%
Superior
200%
Actual
Result
Weighted
Payout %
Safety Audits
15.0%
 
1.0
1.5
2.0
2.5
2.0
150.0%
SAIDI
15.0%
 
61.89
54.31
50.58
48.32
47.38
200.0%
Equivalent Availability - Coal
12.6%
 
78.1%
82.0%
87.1%
88.8%
84.37%
123.2%
Equivalent Availability - Nuclear
2.4%
 
93.7%
98.6%
99.1%
99.6%
99.97%
200.0%
Total Adjusted NFOM
55.0%
 
$632.7M
$625.3M
$617.9M
$610.5M
$623.1M
114.6%
Weighted Achievement %
135.8%
Safety. Safety is a core part of the Company’s “people first” values. The Company believes that safety is everyone’s responsibility, values safety in all situations and seeks to never compromise on safety, with the goal of having zero unsafe behaviors. To incentivize maintaining a safety-conscious work environment and addressing situations where safety can be improved, the short-term incentive plan is based on the number of safety audits that are completed per month and that have 95% of related correction plans completed within 45 days of completion of the audit (or a plan to achieve compliance with the audit). The target goal was set based on an evaluation of legacy practices for Great Plains Energy and Westar Energy, and reflective of staffing and internal workforce realignment considerations in connection with the completion of the merger, as well workload expectations related to integrating the two legacy companies. The Company achieved “stretch” performance on this metric, which resulted in a 150% payout for this metric.
SAIDI. SAIDI, which is a standard industry metric created by the Institute of Electrical Electronics Engineers, stands for “System Average Interruption Duration Index.” SAIDI is a measure of reliability, and expresses, in minutes, the average outage duration for each customer that experienced an outage. The target goal was set based on weighted average SAIDI metrics for Great Plains Energy and Westar Energy, and took into account seasonal weather patterns that typically influence SAIDI. The stretch goal was set at approximately 7% higher than the target goal, and the superior goal was set at approximately 11% higher than the target goal. Due in part to grid resiliency work completed by the Company, coupled with a relatively small amount of severe weather during the period covered by the plan, the Company achieved a SAIDI of 47.38 minutes, resulting in a 200% payout for this metric.
Equivalent Availability. Equivalent Availability measures the percentage of the year the Company’s coal-fired and nuclear base-load generation fleet is available for operating at full capacity. The Company calculates Equivalent Availability consistent with North American Electric Reliability Corporation reporting standards. A higher Equivalent Availability result indicates better performance. The Company experiences the highest sales in its third quarter due to the demand for air conditioning in the summer months, and also experiences high sales in the winter due to heating demand. Accordingly, the Company evaluated coal-unit Equivalent Availability for July, August and December. Nuclear units provide continuous generation and, as such, the Company evaluated nuclear unit availability for the entire period of the short-term incentive plan. The target goal was based on historical performance of the units evaluated over the prior 10-year period. The stretch goal was set at approximately 6% higher than the target goal, and the superior goal was set at approximately 8% higher than the target goal. Coal unit availability was 84.37%, resulting in a payout of 123.2%, and nuclear unit availability was 99.97%, resulting in a 200% payout.
Total Adjusted Non-Fuel Operating and Maintenance Expense. The Company’s primary subsidiaries are fully-integrated regulated electric utilities, and prices are generally set by regulators. The Company’s regulators generally allow the Company to recover in prices fuel costs and prudently-incurred capital expenses. Accordingly, non-fuel operating and maintenance expenses, which are variable, impact the

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Company’s financial results. In connection with integration planning, and as part of the regulatory approval process related to the merger, Great Plains Energy and Westar Energy projected non-fuel operating and maintenance expense savings that would, if plans were achieved, be realized over several years. These same savings were utilized by the boards of directors of each company in analyzing the financial viability of the merger and were presented to shareholders in connection with seeking approval of the merger. Due to the importance of these savings, the Company weighted 55% of the short-term incentive plan on achieving these savings.
Adjusted non-fuel operating and maintenance expense is a financial measure that is not calculated in accordance with generally accepted accounting principles. Adjusted non-fuel operating and maintenance expense, as used by the Company, is defined as non-fuel operating and maintenance expense less (1) non-labor transaction and transition expenses associated with the merger; (2) plant retirement expenses; (3) severance expenses; and (4) incentive compensation.
The target amount of adjusted non-fuel operating and maintenance expense reflects the pre-merger budgets for the second half of 2018 for each of Great Plains Energy and Westar Energy, minus merger efficiencies and further minus additional reductions required to meet financial targets. The stretch and superior amounts were set at a level that the Committee believed required a sufficient stretch above target to be achieved and would be worth rewarding with above-target performance. Actual non-fuel operating and maintenance expense resulted in a 114.6% payout for this metric. Non-fuel operating and maintenance expense is the most directly comparable financial measure computed in accordance with generally accepted accounting principles, and a reconciliation of adjusted non-fuel operating and maintenance expense to this measure is as follows:
(Dollars in millions)
 
Six Months Ended
December 31, 2018
Non-fuel operating and maintenance expense
 
$
692.0

Less: Non-labor transaction and transition expenses
 
$
11.4

Less: Plant retirement expenses
 
$
22.9

Less: Severance expenses
 
$
17.9

Less: Incentive compensation
 
$
16.7

Adjusted non-fuel operating and maintenance expense
 
$
623.1

Individual targets and awards earned by each of the NEOs for the post-merger short-term incentive plan are shown below.
Name
Second Half 2018
Incentive Award
at Target (Percent of
Annual Base Salary)
Second Half 2018
Actual Award Paid
(Percent of
Annual Base Salary)
Second Half 2018
Actual Award Paid
($)
 
Mr. Bassham
100

%
135.8

%
645,050

 
 
Mr. Bryant
80

%
108.6

%
282,464

 
 
Mr. Greenwood
80

%
108.6

%
282,464

 
 
Mr. Somma
80

%
108.6

%
268,884

 
 
Ms. Humphrey
65

%
88.3

%
213,613

 
 
 
 
 
 
 
 
 


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Discretionary Cash or Stock Awards
From time to time, the Committee may grant a discretionary cash or stock award to an NEO or other officer for special accomplishments or achievements. We did not provide discretionary cash or stock awards to our NEOs in 2018. See the “Narrative Analysis of Summary Compensation Table and Grants of Plan-Based Awards Table” on page 54 for discretionary grants provided by the compensation committees of each of Great Plains Energy and Westar Energy in 2018 in connection with the merger.
Equity Compensation
General
Equity awards, which are made under our shareholder-approved LTIP, are generally targeted near the median range of awards granted to officers at our peer group companies. While our NEOs are eligible for equity awards under the LTIP, none of them have any right to be granted awards.
The Committee uses a mix of time-based restricted stock units and performance-based restricted stock units that are paid solely on the basis of the attainment of performance goals. Performance-based units can be earned at the end of the performance period from 0% to 200% of the target amount, depending on actual performance. Performance results for a goal that are below threshold will result in a zero payment for that goal.
Dividend equivalents on the number of performance-based units actually earned are paid in cash at the same time as the vesting of the earned performance-based units, if any. Dividends accrued on all time-based units are reinvested during the vesting period (and, in turn, forfeited if the time-based unit is forfeited), and are subject to the same restrictions as the associated restricted stock unit.
In 2018, the Committee did not grant any equity incentives. For information on equity incentives received by our NEOs from our predecessor companies, see the “Narrative Analysis of Summary Compensation Table and Grants of Plan-Based Awards Table” section on page 54.
Actions Required by Merger Agreement
As a result of the merger, the Committee was also required to take action with respect to performance shares that were previously issued by Great Plains Energy in connection with its ordinary course compensation program. Seventy-five percent of the long-term equity incentives that Great Plains Energy provided to its executive officers in each of 2016, 2017 and 2018 were in the form of performance shares. The performance shares “cliff” vest in three years from the respective dates of grant, subject to satisfaction of the award terms, such as continued employment through the vesting.
The performance objective for each of these performance awards was total shareholder return (“TSR”) of Great Plains Energy relative to the companies included in the EEI index of utility companies over the applicable three-year period. Specific performance targets were set with interpolation between the targets. To appropriately balance actual performance against relative performance to the EEI index, any payout for the applicable period would be capped at target (100%) if actual TSR performance was negative.
The performance period objective and criteria for each of the performance shares are as follows:
Performance Share Objective
Weighting
(Percent)
Threshold
(50%)
Target
(100%)
Stretch
(150%)
Superior
(200%)
 
Three Year TSR versus EEI Index
100%
30th Percentile
50th Percentile
70th Percentile
90th Percentile


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In connection with the merger, each share of Great Plains Energy common stock was automatically converted into 0.5981 shares of Evergy common stock and shares of Great Plains Energy common stock ceased to exist. Accordingly, the terms of the merger agreement required that the Committee, after closing of the merger, adjust the performance measures of Great Plains Energy performance shares to equitably reflect the performance of Great Plains Energy during the performance measurement period prior to the closing of the merger.
Based in part on the advice of Mercer and Meridian, and a review of common market practices in similar situations, the Committee “locked in” performance for all or a part of each performance share, with any remaining balance determined by comparing the performance of Evergy common stock with peer companies in the EEI index. The entire 2016 award was “locked in” due to the belief that Evergy’s common stocks would experience atypical volatility as short-term shareholders that had invested in Great Plains Energy or Westar Energy for specific trading strategies in connection with the merger sold their positions in the second half of 2018. In addition, Evergy had announced a share repurchase program in connection with the merger, and the Committee believed actions of short-term shareholders looking to trade based on the share repurchase program could create atypical volatility in Evergy’s stock. The portions of the 2017 and 2018 awards that were “locked in” were based on the amount of time that remained in the performance periods.
All of the other terms and conditions of the performance awards remain the same, including that all time-based vesting requirements will continue to apply to each outstanding performance share award (i.e., an award recipient must continue to be employed on the date the performance shares are paid) and all performance shares will be paid after the close of the award period identified in the applicable performance share agreement. Set forth below is a summary of the Committee’s actions with respect to the Great Plains Energy performance shares.
Grant Date
Percent of Target
Award Fixed
Relative TSR Results
(percentile)
Percentage Payout of Fixed Portion
Percent of Target Award Subject to Evergy Performance
March 2016
100%
33.3
58.3%
 
Not applicable
March 2017
47.49%
85.7
189.3%
 
52.51%
March 2018
14.14%
66.7
141.8%
 
85.86%
As a result of the foregoing action, in March 2019 Mr. Bassham, Mr. Bryant and Ms. Humphrey received 19,392 shares and $106,080 cash dividend equivalents; 4,331 shares and $23,692 cash dividend equivalents; and 4,234 shares and $23,161 cash dividend equivalents, respectively, for the March 2016 grant of performance shares.
Deferred Compensation
The Company’s DCP allows all officers, including NEOs, to defer the receipt of up to 50% of base salary and 100% of any cash incentive award. The earnings rate on deferral amounts is annually determined by the Committee and based on the Company’s weighted average cost of capital. A detailed discussion of the DCP begins on page 61.
Retirement Benefits
Our officers, including our NEOs, participate in one of our tax-qualified, noncontributory defined benefit plans, and participate in other retirement plans depending on whether they were previously an officer of Great Plains Energy or Westar Energy.

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Legacy Great Plains Energy Officers
Officers that were officers of Great Plains Energy participate in a defined benefit plan sponsored by KCP&L (the “KCP&L Pension Plan”), which was available to all KCP&L non-union employees hired or rehired on or before December 31, 2013. Benefits under the KCP&L Pension Plan are based on each employee’s years of service and the average annual base salary over a specified period.
Evergy also has an unfunded Supplemental Executive Retirement Plan (“KCP&L SERP”) for executives who were formerly officers of Great Plains Energy. This unfunded plan provides the difference between the amount that would have been payable under the KCP&L Pension Plan in the absence of Internal Revenue Service tax code limitations and the amount actually payable under the KCP&L Pension Plan. It also provides a slightly higher benefit accrual rate than the KCP&L Pension Plan.
Legacy Westar Energy Officers
Officers who were officers of Westar Energy participate in a defined benefit plan sponsored by Westar Energy (the “Westar Pension Plan”), which was available to all Westar Energy employees hired or rehired on or before May 30, 2018.
Officers who were officers of Westar Energy also participate in a Retirement Benefit Restoration Plan (the “Westar Restoration Plan”). This unfunded plan provides the difference between the amount that would have been payable under the Westar Pension Plan in the absence of Internal Revenue Service tax code limitations and the amount actually payable under the Westar Pension Plan.
Change-in-Control Severance Agreements
By operation of law and in connection with the merger, we assumed the change-in-control agreements that Great Plains Energy had previously entered into with its officers. In addition, we are bound by the change-in-control agreements that Westar Energy had previously entered into with its officers. For the reasons noted below, the Committee believes that change-in-control agreements are important, and, in February 2019, the Committee approved a new form of change-in-control agreement to replace the legacy agreements, to conform terms and to reflect current market practices.
The Committee believes that change-in-control agreements ensure the continued service, dedication and objectivity of our officers, including our NEOs, in the event of a transaction that would result in a change-in-control of the Company. These agreements support the objective assessment and execution of potential changes in Evergy’s strategy and enhance retention by reducing concerns about employment continuity. We believe these change-in-control arrangements also create incentives for our officer team to build shareholder value and to obtain the highest value possible should we engage in a transaction, despite the risk of losing employment and potentially not having the opportunity to otherwise vest in equity awards. These agreements provide for payments and other benefits if the officer’s employment terminates for a qualifying event or circumstance, such as being terminated without “Cause” or leaving employment for “Good Reason,” as these terms are defined in the agreements. All the agreements require a double trigger so that both a change-in-control and a termination (actual or constructive) of the executive’s employment must occur to trigger benefits. The new agreements do not provide for any “gross up” payments to cover any excise taxes that would be due in the event payments are made under the agreement.
Additional information, including a quantification of benefits that would have been received by NEOs had termination occurred on December 31, 2018, is found under the heading “Potential Payments Upon Termination or Change-in-Control” starting on page 62.
No Employment Agreements
None of the Company’s executive officers, including the NEOs, have a written employment agreement.

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Perquisites and Generally Available Employee Benefits
Our NEOs are eligible to receive modest perquisites provided by or paid for by Evergy. These perquisites are generally consistent with those offered to executives at our peer group companies, and the Committee believes that they are important for retention and recruitment. The Committee also believes that Evergy, in general, benefits from these perquisites because the perquisites help promote the financial and physical health of our NEOs, thereby allowing them to focus on their jobs. As shown in the Summary Compensation Table on page 50, all NEOs are eligible for participation in comprehensive financial planning services and executive health physicals. The NEOs are also eligible for employment benefits that are generally available to all employees, such as participation in a 401(k) plan and medical and life insurance.
Committee Consideration of Compensation Program Risk
At the request of the Committee, an analysis of the risks associated with Evergy’s compensation programs, including those for executive officers, was performed by management. The conclusions of this analysis, with which the Committee and its consultants concurred, were that the risks associated with Evergy’s compensation programs are not likely to have a material adverse effect on Evergy, and instead encourage overall balanced performance that supports sustainable shareholder value. Among the items the Committee considered were:
The annual incentive plans for all employees (including officers) contain a diverse array of measures that focus on the fundamental aspects of our business.
The performance measures for all incentive compensation programs are directly tied to Evergy’s annual and long-term financial results and/or business plans.
The maximum amount payable to non-officer employees under our annual incentive plan are modest and balanced.
The officer compensation program design provides a balanced mix of cash and equity, annual and long-term incentives and diverse performance objectives.
Evergy currently does not grant stock options.
Evergy (for non-officers) and the Committee (for officers) have the ability to adjust cash and equity incentive program payouts if the payouts are not justified by performance.
Evergy has the ability to “clawback” officer annual incentive compensation and LTIP performance awards in the event of a restatement.
Officers are subject to share ownership and retention guidelines.
The Board oversees Evergy’s enterprise risk management and mitigation programs, including the possible impacts of variables on the earnings of Evergy, which are important aspects of Evergy’s incentive compensation plans.
The officers’ annual incentive plan and LTIP performance grants have a “stretch” performance level to flatten the steepness of the performance payout curve and further reinforce the appropriate behavioral incentives.
Under the LTIP, any payout is capped at target or 100 percent if total shareholder return performance is negative even if a greater award is prescribed by the performance objectives.
Tax and Accounting Implications
In addition to our executive compensation objectives and design principles, we consider tax and accounting implications when designing and administering our compensation programs. One such consideration is Internal Revenue Code Section 162(m), which limits our ability to deduct compensation paid to each covered officer for tax purposes to $1.0 million annually. Section 162(m) was amended and

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expanded under the federal tax bill enacted at the end of 2017. Beginning in 2018, covered officers include the principal executive officer, principal financial officer and next three highest paid named executive officers. Additionally, compensation paid in 2018 and later years is generally subject to the deduction limits of Section 162(m), without an exception for performance-based compensation. This includes annual and long-term incentive awards paid and equity awards granted in 2018 and later years. Although the Committee considers tax deductibility in making its compensation decisions, the Committee does not believe that compensation decisions should be determined solely by how much compensation is deductible for federal income tax purposes. As a result, the Committee retains the discretion to authorize payments that may not be deductible. The Committee also considers the accounting consequences of its compensation decisions.
COMPENSATION COMMITTEE REPORT
The Compensation and Leadership Development Committee of the Board reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement and, based on these reviews and discussions, recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

 
Compensation and Leadership Development Committee
 
 
 
John J. Sherman, Chair
Mollie Hale Carter
Gary D. Forsee
B. Anthony Isaac
Sandra A.J. Lawrence
Sandra J. Price


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EXECUTIVE COMPENSATION
The following tables and narrative show the compensation awarded to and earned by our NEOs. The summary compensation table includes compensation awarded to and earned by our NEOs with their predecessor companies prior to completion of the merger.
SUMMARY COMPENSATION TABLE
Name and
Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards(1)
($)
Non-Equity
Incentive Plan
Compensation(2)
($)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings(3)   ($)
All Other
Compensation(4)
($)
Total
($)
Mr. Bassham,
President and Chief Executive Officer
2018
925,283
3,384,901

 
1,925,460

 
353,507
 
229,193
 
6,843,344

 
2017
880,000
2,514,510

 
1,082,400

 
568,773
 
141,637
 
5,187,320

 
2016
800,000
2,283,294

 
1,144,000

 
352,896
 
92,192
 
4,672,382

 
Mr. Bryant,
Executive Vice President and Chief Operating Officer
2018
495,513
1,363,483

 
943,569

 
85,197
 
88,613
 
2,976,375

 
2017
462,000
733,424

 
646,800

 
243,355
 
34,910
 
2,120,489

 
2016
402,000
509,985

 
344,916

 
125,999
 
40,152
 
1,423,052

 
Mr. Greenwood, Executive Vice President, Strategy and Chief Administrative Officer
2018
485,833
1,791,214

 
282,464

 
51,066
 
2,610,577

 
2017
442,500
644,956

 
395,506
 
12,976
 
1,495,938

 
2016
426,667
861,817

 
338,712
 
12,712
 
1,640,038

 
Mr. Somma, Executive Vice President and Chief Financial Officer
2018
470,833
1,681,584

 
268,844

 
18,575
 
35,566
 
2,475,442

 
2017
437,500
636,827

 
374,628
 
12,966
 
1,461,915

 
2016
420,000
834,091

 
340,013
 
12,683
 
1,606,787

 
Ms. Humphrey, Senior Vice President, General Counsel and Corporate Secretary
2018
467,135
1,198,557

 
802,251

 
65,214
 
102,289
 
2,635,446

 
2017
413,000
524,521

 
495,600

 
187,725
 
63,191
 
1,684,037

 
2016
393,000
498,561

 
337,194

 
108,233
 
55,022
 
1,392,010

 
(1)
2018 amounts reflect equity granted by Great Plains Energy or Westar Energy. The amounts shown in this column are the aggregate grant date fair values of equity awards granted each year, computed in accordance with the FASB ASC Topic 718. See note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, for a discussion of the assumptions used in calculating these amounts. The amounts shown exclude the effect of estimated forfeitures, as required by SEC rules. These amounts do not reflect actual compensation realized by the NEOs and are not a guarantee of the amount that the NEOs will receive from the long-term incentives. The actual compensation will be based on our common stock price at vesting and the performance level achieved for the applicable performance period.
For Mr. Bassham, Mr. Bryant and Ms. Humphrey, the amounts shown in this column for 2016, 2017 and 2018 reflect the values at the grant dates of Great Plains Energy performance share awards based upon achieving the target level of performance, which was considered the probable outcome as of the grant date. For Mr. Greenwood and Mr. Somma, the amounts shown in this column for 2016, 2017 and 2018 reflect the values at the grant dates of Westar Energy performance-based restricted stock units based upon accounting values of 99%, 99% and 100%, respectively, of the target level of performance, which were considered the probable outcomes as of the grant dates. The payout of performance-based equity, in both cases, can range from 0 percent to 200 percent of the target amount, depending upon performance. The following table shows the aggregate grant date fair value of performance-based equity assuming maximum levels of performance.

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Name
2016
performance-based
equity ($)
2017
performance-based
equity ($)
2018
performance-based
equity ($)
 
Mr. Bassham
3,493,608
 
 
3,853,732
 
 
3,647,324
 
 
 
Mr. Bryant
780,288
 
 
1,124,048
 
 
1,063,820
 
 
 
Mr. Greenwood
1,296,641
 
 
1,140,615
 
 
838,324
 
 
 
Mr. Somma
1,254,926
 
 
1,126,238
 
 
827,892
 
 
 
Ms. Humphrey
762,824
 
 
803,882
 
 
815,872
 
 
(2)
The amounts shown in this column are cash awards earned under the Evergy and, if applicable, Great Plains Energy incentive plans. The Great Plains Energy incentive plan that covered the first half of 2018 prior to the merger was structured similar to the Evergy incentive plan that covered the second half of 2018, although the metrics and weightings were different. The metrics for the Great Plains Energy short-term incentive plan for the first half of 2018, along with the weightings, were as follows: safety audits and training (10%); SAIDI (10%); coal equivalent availability (10%); nuclear equivalent availability (5%); earnings per share (50%); customer satisfaction (10%); and the amount of investments across the energy value chain (5%). The weighted achievement for the Great Plains Energy plan was 172.2%. Pursuant to the Great Plains Energy incentive plan, Mr. Bassham received an award of $780,410 (86% of his first half of 2018 base salary), Mr. Bryant received an award of $327,772 (69% of his first half of 2018 base salary) and Ms. Humphrey received an award of $255,305 (56% of her first half of 2018 base salary). Westar Energy did not have a cash incentive plan for its officers for the first half of 2018. This column also includes the cash portion of merger incentives provided by Great Plains Energy prior to completion of the merger. See “Narrative Analysis of Summary Compensation Table and Grants of Plan-Based Awards Table” on page 54 for additional information.
(3)    The amounts shown in this column include the aggregate of the increase in actuarial values of each of the officer’s benefits under our pension plans, KCP&L SERP, Westar Restoration Plan and the above-market earnings on compensation that is deferred on a non-tax qualified basis. These values do not represent cash received by the NEOs in the indicated years. Year-over-year changes in pension value are driven in large part by changes in actuarial pension assumptions. Mr. Greenwood’s aggregate total is a negative value and is therefore not reported in the table. Following are the amounts of these items attributable to each NEO for 2018:    
 
 
Change in Pension Value
($)

Change in
KCP&L SERP
($)
Change in Westar Restoration Plan
($)
Above-Market Earnings on Deferred Compensation
($)
 
Mr. Bassham
30,074

 
258,845

 
64,588

 
 
Mr. Bryant
(9,393
)
 
92,945

 
1,645

 
 
Mr. Greenwood
(73,257
)
 
68,838
 
Mr. Somma
(27,173
)
 
45,748
 
Ms. Humphrey
(6,968
)
 
59,488

 
12,694

 
(4)    These amounts include the value of perquisites and personal benefits that are not available on a non-discriminatory basis to all employees, as well as other compensation items discussed in this footnote. The amounts in this column consist of, as applicable for each NEO: (A) employer match of employee contributions to our 401(k) plans; (B) employer match of compensation deferred under our DCP; (C) health savings account and health and welfare plan benefits; (D) executive financial planning services; (E) parking and (F) matched charitable donations. All amounts shown are in dollars.    
 
Name
(A)
(B)
(C)
(D)
(E)
(F)
Total
 
Mr. Bassham
16,500

 
152,422

 
21,644

 
17,367
1,260

 
20,000

 
229,193

 
 
Mr. Bryant
16,500

 
31,718

 
21,077

 
18,058
1,260

 
88,613

 
 
Mr. Greenwood
12,375

 
18,771

 
12,000
7,920

 
51,066

 
 
Mr. Somma
12,375

 
19,446

 
1,260

 
2,485

 
35,566

 
 
Ms. Humphrey
16,500

 
55,925

 
13,954

 
14,650
1,260

 
102,289

 


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The following table provides information with respect to awards made by Great Plains Energy or Westar Energy, as applicable, in 2018 prior to completion of the merger, and by Evergy in 2018 following completion of the merger.
GRANTS OF PLAN-BASED AWARDS
Name
Date
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
Estimated Future Payouts
Under Equity Incentive Plan Awards
All Other Stock Awards:
Number of Shares of Stock or Units
(#)
Grant Date Fair Value of Stock
($)
Threshold
($)
Target
($)
Maximum
($)
Threshold
($)
Target
($)
Maximum
($)
Mr. Bassham
February 12, 2018(1)
226,600

 
453,200
906,400
 
 
March 1, 2018(2)
31,068

 
62,135
 
124,270
 
1,823,662

 
March 1, 2018(3)
 
 
20,712
 
602,406

 
June 3, 2018(4)
500,000
 
 
June 3, 2018(5)
 
 
18,296
 
983,833

 
June 4, 2018(6)
237,500

 
475,000
950,000
 
 
Mr. Bryant
February 12, 2018(1)
95,172

 
190,344
380,688
 
 
March 1, 2018(2)
9,062

 
18,123
 
36,246
 
531,910

 
March 1, 2018(3)
 
 
6,041
 
175,702

 
June 3, 2018(4)
333,333
 
 
June 3, 2018(5)
 
 
12,197
 
655,871

 
June 4, 2018(6)
104,000

 
208,000
416,000
 
 
Mr. Greenwood
February 21, 2018(7)
3,818

 
7,635
 
15,270
 
419,162

 
February 21, 2018(8)
 
 
7,635
 
373,581

 
June 4, 2018(9)
 
 
18,405
 
998,471

 
June 4, 2018(6)
104,000

 
208,000
416,000
 
 
Mr. Somma
February 21, 2018(7)
3,770

 
7,540
 
15,080
 
413,946

 
February 21, 2018(8)
 
 
7,540
 
368,932

 
June 4, 2018(9)
 
 
16,566
 
898,706

 
June 4, 2018(6)
99,000

 
198,000
396,000
 
 
Ms. Humphrey
February 12, 2018(1)
74,130

 
148,261
296,522
 
 
March 1, 2018(2)
6,950

 
13,899
 
27,798
 
407,936

 
March 1, 2018(3)
 
 
4,633
 
134,750

 
June 3, 2018(4)
333,333
 
 
June 3, 2018(5)
 
 
12,197
 
655,871

 
June 4, 2018(6)
78,650

 
157,300
314,600
 
 

(1)
Reflects the Great Plains Energy short-term incentive plan that covered the first half of 2018, as established by the Great Plains Energy compensation committee, measured at the grant date. Only individuals who were previously officers of Great Plains Energy participated in that plan. The actual amounts earned in 2018 are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table.
(2)
Consists of performance share awards established by the Great Plains Energy compensation committee under the Great Plains Energy long-term incentive plan for the 2018-2020 performance period that vest on March 1, 2021. Actual payments depend on the three-year TSR compared to the EEI index. The awards can range from 0 percent to 200 percent of the target amount. Dividend equivalents will be paid in cash after the end of the period on the number of shares earned. The grant date fair value, calculated in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures), is $29.35 per share (unadjusted for the merger exchange ratio) and reflects the target number of shares. See “Compensation Discussion and Analysis - Summary and Analysis of Executive Compensation - Equity Compensation - Actions Required by the Merger Agreement” on page 45 for additional information.
(3)
Consists of time-based restricted stock established by the Great Plains Energy compensation committee under the Great Plains Energy long-term incentive plan that vest on March 1, 2021. The grant date fair value, calculated in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures), is $29.08 per share (unadjusted for the merger exchange ratio).

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(4)
Reflects a cash incentive granted by the Great Plains Energy compensation committee prior to completion of the merger. See “Narrative Analysis of Summary Compensation Table and Grants of Plan-Based Awards Table” on page 54 for information about the terms of these incentives. There is no target or maximum amount for these incentives.
(5)
Reflects a time-based restricted stock unit incentive granted by the Great Plains Energy compensation committee prior to completion of the merger. See “Narrative Analysis of Summary Compensation Table and Grants of Plan-Based Awards Table” on page 54 for information about the terms of these incentives. The grant date fair value, calculated in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures), is $53.77 per share.
(6)
Reflects the Evergy short-term incentive plan that covered the second half of 2018, measured at the grant date. The actual amounts earned in 2018 are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table.
(7)
Consists of performance-based restricted share units established by the Westar Energy compensation committee under the Westar Energy long-term incentive plan for the 2018-2020 performance period. These awards would have vested in January 2021, but the terms of the Westar Energy long-term incentive plan required that the vesting of these awards be accelerated on the closing of the merger on June 4, 2018. Performance-based restricted stock units are payable after the end of the performance period. Actual payments depend on the three-year TSR compared to peer companies. The awards can range from 0 percent to 200 percent of the target amount. Dividend equivalents will be paid in cash after the end of the period on the number of shares earned. The grant date fair value, calculated in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures), is $54.90 per share and reflects the target number of shares.
(8)
Consists of time-based restricted stock units established by the Westar Energy compensation committee under the Westar Energy long-term incentive plan. These awards would have vested in January 2021, but the terms of the Westar Energy long-term incentive plan required that the vesting of these awards be accelerated on the closing of the merger on June 4, 2018. The grant date fair value, calculated in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures), is $48.93 per share.
(9)
Reflects a time-based restricted stock unit incentive granted by the Westar Energy compensation committee prior to completion of the merger. See “Narrative Analysis of Summary Compensation Table and Grants of Plan-Based Awards Table” on page 54 for information about the terms of these incentives. The grant date fair value, calculated in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures), is $54.25 per share.

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NARRATIVE ANALYSIS OF SUMMARY COMPENSATION TABLE
AND GRANTS OF PLAN-BASED AWARDS TABLE
Successfully integrating the two companies requires dedication and deep operational knowledge, and the boards of directors of Great Plains Energy and Westar Energy believed that continuity of the existing management teams was critically important to the post-closing combined company. In addition, the boards of directors valued the presence of the management teams in our service territories and local communities. The boards of directors also believed members of the management teams were valuable and marketable employees that were entering into an uncertain and challenging period of time following completion of the merger.
To incentivize the continued service, dedication, objectivity and performance of continuing management team members, the board of directors of Great Plains Energy provided an incentive to members of its management, including Mr. Bassham, Mr. Bryant and Ms. Humphrey. The incentive was in the form of cash and restricted stock units. The cash portion was paid concurrent with the closing of the merger, but the net after-tax amount must be repaid if the recipient leaves Evergy for any reason before June 5, 2020. The restricted stock units will “cliff” vest in full on June 5, 2020 and are subject to forfeiture if the recipient leaves Evergy for any reason prior to vesting. The restricted stock units are entitled to additional units if and when dividends are paid. These incentives were disclosed by Great Plains Energy in a Form 8-K filing on June 4, 2018.
To incentivize the continued service, dedication, objectivity and performance of continuing management team members, the board of directors of Westar Energy provided an incentive to members of its management, including Mr. Greenwood and Mr. Somma. The incentive was in the form of restricted stock units. The restricted stock units will vest in one-third increments on each of the first three anniversaries of the grant date (June 4, 2018). Additionally, if the executive’s employment is terminated without cause, the restricted stock units will vest in full. The restricted stock units are entitled to a cash payment if and when dividends are paid. These incentives were disclosed by Westar Energy in a Form 8-K filing on June 4, 2018. Set forth below is the amount of the incentives that apply to our NEOs.
 
Name
Cash Retention
($)
Equity Retention
 
Grant Date Fair Market Value
($)
Restricted Stock Units
(#)
 
Mr. Bassham
500,000
983,833
18,296
 
Mr. Bryant
333,333
655,871
12,197
 
Mr. Greenwood
998,471
18,405
 
Mr. Somma
898,706
16,566
 
Ms. Humphrey
333,333
655,871
12,197


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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table provides information regarding the outstanding equity awards held by each of the NEOs as of December 31, 2018. There are no outstanding options.
 
Stock Awards
Name
Number of
Share of
Stock or Units That
Have Not
Vested (#)(2)
Market Value of
Shares of
Stock or Units That Have Not
Vested ($)(2)(3)
Equity
Incentive Plan
Awards: Number of
Unearned Shares That Have Not
Vested (#)(4)
Equity
Incentive Plan Awards:
Market or Payout
Value of Unearned
Shares That Have Not
Vested ($)(3)(4)
 
Mr. Bassham
75,969

(1) 
4,312,760

 
74,030
4,202,683

 
 
Mr. Bryant
26,970

(1) 
1,531,087

 
21,592
1,225,778

 
 
Mr. Greenwood
18,405

 
1,044,852

 
 
Mr. Somma
16,566

 
940,452

 
 
Ms. Humphrey
24,864

(1) 
1,411,529

 
16,003
908,490

 
 
 
 
 
 
 
 
 
 
(1)
Includes reinvested dividends on restricted stock and stock units that carry the same restrictions.
    

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(2)
Reflects time-based restricted stock and time-based restricted stock units that were granted by Great Plains Energy and Westar Energy prior to completion of the merger and that were not vested as of December 31, 2018. The following table provides the grant and vesting dates and number of unvested shares (including reinvested dividend shares) for each of the outstanding grants as of December 31, 2018. Awards for Mr. Bassham, Mr. Bryant and Ms. Humphrey were granted by Great Plains Energy prior to the merger, and the information below includes reinvested dividend shares. Awards for Mr. Greenwood and Mr. Somma were granted by Westar Energy prior to the merger, and the terms of the award provide for a cash payment to the holder at the time of a dividend payment. Also included are former Great Plains Energy 2016 performance share awards, which, as of December 31, 2018, were earned but not yet vested.
Name
Grant Date
Vesting Date
Number of Shares That
Have Not Vested(c)
 
Mr. Bassham
 
March 2, 2016(a)
 
March 1, 2019
19,392

 
 
March 2, 2016
 
March 1, 2019
12,231

 
 
March 1, 2017
 
March 2, 2020
13,053

 
 
March 1, 2018
 
March 1, 2021
12,698

 
 
June 3, 2018
 
June 5, 2020
18,595

 
 
Mr. Bryant
 
March 2, 2016(a)
 
March 1, 2019
4,331

 
 
March 2, 2016
 
March 1, 2019
2,732

 
 
March 1, 2017
 
March 2, 2020
3,807

 
 
March 1, 2018
 
March 1, 2021
3,704

 
 
June 3, 2018
 
June 5, 2020
12,396

 
 
Mr. Greenwood
 
June 4, 2018