Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 24, 2016



Talen Energy Corporation
(Exact name of registrant as specified in its charter)

Delaware
 
1-37388
 
47-1197305
(State or other jurisdiction of incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)

835 Hamilton Street, Suite 150, Allentown, PA 18101-1179
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (888) 211-6011



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.07. Submission of Matters to a Vote of Security Holders.
 
Talen Energy Corporation (the “Company”) held its annual meeting of stockholders on May 24, 2016, at which time four proposals were submitted to stockholders for consideration. Below are the results of the stockholder vote following that meeting.
 
•
Proposal 1: All of the eight director nominees listed below were elected to hold office until the 2017 annual meeting of stockholders and until their successors are duly elected and qualified based upon the following votes:

Nominees
Votes
For
Votes
Withheld
Broker
Non-Votes
Ralph Alexander
102,273,970

5,790,552

10,654,954

Frederick M. Bernthal
107,212,176

852,346

10,654,954

Edward J. Casey, Jr.
106,301,400

1,763,122

10,654,954

Philip G. Cox
107,244,203

820,319

10,654,954

Paul A. Farr
104,317,515

3,747,007

10,654,954

Louise K. Goeser
106,438,609

1,625,913

10,654,954

Stuart E. Graham
106,420,693

1,643,829

10,654,954

Michael B. Hoffman
102,267,586

5,796,936

10,654,954


•
Proposal 2: Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016 based upon the following votes:

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
118,383,263

234,512

101,701

0

•
Proposal 3: Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”) based upon the following votes:

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
105,258,481

2,111,921

694,120

10,654,954


•
Proposal 4: Stockholders selected “Every Year” in the non-binding, advisory vote on the frequency of holding future non-binding, advisory votes regarding executive compensation based upon the following votes.

Every Year
Every 2 Years
Every 3 Years
Votes Abstained
Broker Non-Votes
103,360,149

171,931

4,233,057

299,385

10,654,954



In light of the voting results with respect to Proposal 4, on May 24, 2016, the Board of Directors of the Company determined that the Company will hold the Say-on-Pay Vote every year until the next required stockholder vote on the frequency of the Say-on-Pay Vote, which the Company expects to hold no later than its 2022 annual meeting of stockholders.








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
TALEN ENERGY CORPORATION
 
 
 
 
Date:  May 26, 2016
By:
/s/ Paul M. Breme
 
 
 
Paul M. Breme
Senior Vice President, General Counsel and Corporate Secretary