DEF 14A of Evergy, Inc., Mar 28, 2024

DEF 14A of Evergy, Inc.

Filed Mar 28, 2024 · FY20230001140361-24-016119

Open on EDGAR

  1. PROXY STATEMENT

    PROXY STATEMENT This notice of annual meeting and proxy statement, the accompanying proxy card and our 2023 Annual Report are made available to, and mailed, beginning on or about March 28, 2024, to holders of our common stock for the solicitation of proxies by our Board of Directors (the “Board”) for the 2024 Annual Meeting. Shareholders of record at the close of business on March 4, 2024, are entitled to notice of, and to vote at, the 2024 Annual Meeting 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 2024 Annual Meeting. In this proxy statement, we refer to Evergy, Inc. as “we,” “us,” “our,” “Company,” or “Evergy,” unless the context clearly indicates otherwise. By Order of the Board of Directors, Heather A. Humphrey Senior Vice President, General Counsel and Corporate Secretary

  2. PROXY STATEMENT

    | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON May 7, 2024: This notice of annual meeting and proxy statement and our 2023 Annual Report are available at https://materials.proxyvote.com/30034W |

  3. PROXY STATEMENT

    | Notice of Annual Meeting of Shareholders | Proxy Statement | Evergy 2024 Proxy Statement 1 |

  4. PROXY STATEMENT

    | Proxy Statement Summary and Highlights |

  5. PROXY STATEMENT

    Evergy, Inc. (Nasdaq: EVRG), a public utility holding company (“Evergy” or the “Company”), engages in the generation, transmission, distribution, and sale of electricity to approximately 1.7 million customers in the states of Kansas and Missouri. Our 2023 Annual Report contains additional information about our businesses. This section is a summary and you should read the entire proxy statement before voting.

  6. PROXY STATEMENT

    | Voting Matters and Board Recommendations |

  7. PROXY STATEMENT

    | | Agenda Item | Recommendation | Page | | 1: | Elect the nominees named in the proxy statement as directors | FOR each nominee | 12 | | 2: | Approve the 2023 compensation of our named executive officers on an advisory non-binding basis | FOR | 34 | | 3: | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024 | FOR | 72 |

  8. PROXY STATEMENT

    | 2023 Highlights |

  9. PROXY STATEMENT

    Evergy’s scorecard performance reflected mixed results in 2023. With respect to financial measures, which comprise the majority of the scorecard, earnings fell short of target while cost performance was strong. Other scorecard measures showed a similar range of outcomes: safety and customer experience metrics fell short of our goals; commercial availability was in line with targets; and reliability metrics outperformed relative to targets. Overall, the cumulative performance resulted in balanced scorecard results that exceeded target levels. Highlights include:

  10. PROXY STATEMENT

    | • | Delivered on our Strategic Plan. Evergy’s mission is to empower a better future, and our vision is to lead the responsible energy transition and provide affordable, reliable, and sustainable service to our customers and communities. In furthering our mission and vision, our strategic plan delivered the following accomplishments in 2023: |

  11. PROXY STATEMENT

    | • | Affordability: We saw continued improvement in regional rate competitiveness, with retail rates increasing 1.0% in Kansas and 1.3% in Missouri on a cumulative basis since 2017(1), well below the rate increases in regional peer states and inflation over the same time period. In 2022 and 2023 we filed rate cases in Missouri and Kansas, respectively – the first since Evergy was formed in 2018 – allowing us to return to customers the considerable cost savings we have achieved. We found common ground with stakeholders in our Missouri and Kansas rate case settlements, resulting in a balanced outcome for our customers. |

  12. PROXY STATEMENT

    | • | Reliability: Our focus on safe and reliable service includes investments to modernize our transmission and distribution infrastructure to improve reliability for our customers and improve the resiliency of the electric grid and its ability to withstand extreme weather. By replacing aging equipment and investing in smart grid technologies, we seek to enable further efficiency gains in serving our customers. Our focus on reliability also includes effectively managing our diverse generation fleet and investing to meet the requirements of a changing energy industry, including the increased demands brought on by large-scale renewable resources and the retirement of older plants. Evergy’s balanced generation portfolio – supported by a mix of emissions-free nuclear and wind resources as well as dispatchable fossil generation – provides the reliability needed to meet peak customer demand while insulating customers from inflationary bill shock seen across the country as commodity prices rise. |

  13. PROXY STATEMENT

    | (1) Cumulative rate increase since the end of 2017 through the end of November 2023. Regional electric state data is sourced from the U.S. Energy Information Administration (EIA) and is comprised of revenues and sales for all sectors. 2023 data is based on a rolling 12-month average of total revenues and sales through the end of November 2023. EIA data is preliminary that is subject to change, with 2023 data to be finalized in October 2024. |

  14. PROXY STATEMENT

    | • | Sustainability: We updated our integrated resource plan (“IRP”) in 2023, which outlined our intent to add 4,890 megawatts of renewable energy by 2035. Evergy seeks to lead the responsible energy transition in our service territories and take advantage of the region’s ample renewable resources and the benefits of a diverse generation portfolio. In May 2023, we closed on the acquisition of the 199-megawatt Persimmon Creek Wind Farm, reflecting continued progress toward our goal of a 70% reduction of owned generation carbon dioxide (“CO2”) emissions from 2005 levels by 2030. Our long-term target is to achieve net-zero CO2e emissions(2), for scope 1 and scope 2, by 2045 through the responsible transition of Evergy’s generation fleet. Achieving these emission reductions is expected to be dependent on enabling technologies and supportive policies and regulations, among other external factors. In addition, the passage of the Inflation Reduction Act in 2022 provides longer-term certainty around renewable tax credits that serve to reduce the levelized cost of energy of new renewable generation. |

  15. PROXY STATEMENT

    | • | Advancing Evergy’s Culture. We strive to have an inclusive, mission-driven culture at Evergy – a culture that is aligned with our strategic plan, our values, and our vision to empower a better future. |

  16. PROXY STATEMENT

    | • | Mission: We empower a better future. |

  17. PROXY STATEMENT

    | • | Vision: To lead the responsible energy transition and provide affordable, reliable, and sustainable service to our customers and communities. |

  18. PROXY STATEMENT

    | • | People-First Values: Safety / Integrity / Ownership / Adaptability. |

  19. PROXY STATEMENT

    An inclusive, mission-driven culture creates an environment of engagement and performance; engaging the talented people who power our company; and sets high standards for operational excellence, continuous improvement, and sustained execution.

  20. PROXY STATEMENT

    | • | 2023 Earnings. Evergy’s 2023 earnings and earnings per diluted share (“EPS”), each calculated in accordance with generally accepted accounting principles (“GAAP”), were $731.3 million and $3.17, respectively, compared to $752.7 million and $3.27 in 2022. Evergy’s 2023 adjusted earnings (non-GAAP) and adjusted EPS (non-GAAP) were $815.6 million and $3.54, respectively, compared to $853.8 million and $3.71 in 2022.(3) |

  21. PROXY STATEMENT

    | • | Dividend Growth. We increased our quarterly dividend by 4.9% to $0.6425 per share, or $2.57 per share on an annualized basis, consistent with our dividend growth target and targeted payout ratio of 60% to 70%. |

  22. PROXY STATEMENT

    | (2) The federal greenhouse gas (“GHG”) emissions inventory established by the U.S. Environmental Protection Agency includes scope 1 and scope 2 GHG emissions. Scope 1 emissions are direct GHG emissions that occur from sources that are controlled or owned by an organization (e.g., emissions associated with fuel combustion in boilers, furnaces, vehicles). Scope 2 emissions are indirect GHG emissions associated with the purchase of electricity, steam, heat, or cooling. CO2e means ‘carbon dioxide equivalent’ and includes all GHG emissions including carbon dioxide (CO2), methane (CH4), nitrous oxide (NOx), and fluorinated gases. |

  23. PROXY STATEMENT

    | (3) Adjusted earnings and adjusted EPS are not calculated in accordance with GAAP and are reconciled to the most comparable GAAP metrics in Appendix A to this proxy statement. |

  24. PROXY STATEMENT

    | Environmental, Social, and Governance |

  25. PROXY STATEMENT

    Evergy has achieved significant improvements in environmental, social, and governance (“ESG”) efforts under the leadership and guidance of the Board and management. On its investor relations website, investors.evergy.com, Evergy provides quantitative and qualitative data regarding various ESG matters, including information related to emissions, waste, and water. The contents of the investor relations website, including reports and documents contained therein, are not incorporated into this filing. ESG highlights include:

  26. PROXY STATEMENT

    | • | Emissions Reductions and Environmental Leadership. In 2023, Evergy achieved reductions of CO2 emissions from owned generation by 53%, and sulfur dioxide (SO2) and nitrogen oxide emissions by 98% and 90%, respectively, compared to 2005 baseline numbers. Beyond these achieved reductions, Evergy has a goal to achieve net-zero CO2e emissions, for scope 1 and 2, by 2045 with an interim goal of a 70% reduction of owned generation CO2 emissions from 2005 levels by 2030 through the responsible transition of Evergy’s generation fleet. Achieving these emission reductions is expected to be dependent on many external factors, including enabling technology developments, the reliability of the |

  27. PROXY STATEMENT

    power grid, availability of transmission capacity, supportive energy policies and regulations, and other factors. While these external factors are outside of Evergy’s control, Evergy is committed to participating in industry groups that assess real world application of emerging technology that can reduce GHG emissions.

  28. PROXY STATEMENT

    | • | Generation Transition. Evergy now produces nearly one-third of its annual power generation from renewable sources. When combined with the production from our Wolf Creek Nuclear Generating Station (“Wolf Creek”), almost half of the power generated for homes and businesses we serve comes from emission-free sources. |

  29. PROXY STATEMENT

    | • | Wind Generation. Evergy has been expanding wind energy production in the Midwest for years. With the acquisition of the 199-megawatt Persimmon Creek Wind Farm in 2023, we now own or have under contract over 4,500 megawatts of wind generation capacity. Our wind portfolio helps fuel Kansas’ state ranking as the third largest producer of renewable energy generation as a percentage of total generation in the United States. |

  30. PROXY STATEMENT

    | • | Solar Power Generation. Evergy owns or funds more than 75 solar projects in Kansas and Missouri. In 2023, over 17 megawatts of solar projects were put into service, bringing the total solar portfolio to over 30 megawatts. Looking forward to 2024 and 2025, Evergy will be involved in the construction of additional solar projects totalling more than 35 megawatts and will continue preparations to accelerate solar build into the latter half of the decade as indicated in Evergy’s most recent annual IRP. For additional information, please refer to Evergy’s investor relations website, investors.evergy.com. |

  31. PROXY STATEMENT

    | • | Water Consumption Reduction Efforts. Solar and wind renewable generation do not utilize processed water. Therefore, utilizing more renewable generation will result in the reduction of both water withdrawals and the consumption of water. Evergy has also undertaken projects that reduce water usage and increase water re-use and recycling. In 2022, approximately 88% of water withdrawn for use at generation sites was utilized for once-through cooling processes and 46% of our facilities re-use or recycle water. |

  32. PROXY STATEMENT

    | • | Evergy’s Master Credit Facility with Non-Emission and Diversity Metrics. Evergy’s $2.5 billion master credit facility contains certain pricing terms based on diversity and non-CO2 emitting energy generation goals. The applicable interest rates and commitment fees for the facility are subject to upward or downward adjustments, within certain limitations, if Evergy achieves, or fails to achieve, certain sustainability-linked targets based on two key performance indicator metrics: (i) Non-Emission Generation Capacity and (ii) Diverse Supplier Spend (both as defined in the facility). |

  33. PROXY STATEMENT

    | • | Diversity, Equity, and Inclusion. Evergy is focused on creating an inclusive, mission-driven culture. Embracing diversity, equity, and inclusion (“DE&I”) is about including and recognizing the diverse backgrounds and perspectives of all our employees. Diversity of perspectives makes us stronger and inclusive work environments promote well-being, safety, and innovation. Internally, DE&I principles and practices are embedded throughout our business and are part of everyone’s job. Externally, our investment in small, diverse businesses drives millions of dollars in economic impact into our communities. We also strive to meet customers where they are and reflect the communities we serve. Evergy’s strategic DE&I priorities focus on three pillars: marketplace (diverse business suppliers), workplace (developing leadership skills and employee engagement), and workforce (pipeline development). |

  34. PROXY STATEMENT

    | Focus Area | Objective | 2023 Actions | | | Marketplace | Support inclusive economic prosperity for Evergy and its ecosystem through investing in diverse suppliers and improving community vitality | • | Exceeded the target of 10+% supply diverse spend (12.1%) | | | | • | Partnered with Burns & McDonnell, an American architecture and engineering company based in Kansas City, Missouri, to deliver a business talent pipeline for small, diverse businesses in our community through the Accelerate program |

  35. PROXY STATEMENT

    | Focus Area | Objective | 2023 Actions | | | Workplace | Strengthen our inclusive environment that empowers better futures for our employees and our communities | • | Sustained Business Resource Groups (“BRG”) participation (26% of workforce participation within nine BRGs) | | | | • | BRG members had higher engagement scores across all the twelve questions in the 2023 Engagement Survey | | Workforce | Create an inclusive employee experience that attracts, develops and retains all employees, striving for a diverse and representative workforce | • | Leveraged the Mathison methodology to look comprehensively across the entire candidate experience to identify gaps and establish goals | | | | • | Built dashboard to see progression through recruiting workflow |

  36. PROXY STATEMENT

    For 2023, our DE&I efforts aligned with Evergy’s mission, values, and strategic priorities with the implementation of a robust set of initiatives and qualitative/quantitative measures in support of our DE&I pillars. For 2023, Evergy’s corporate social impact strategy focused on environmental leadership and community vitality.

  37. PROXY STATEMENT

    | • | Supporting Vulnerable Customers and Communities. Evergy’s corporate social impact program continued to focus on community investments and customer support to address energy burden, access to equity, and capacity building resulting in the following strategic milestones: |

  38. PROXY STATEMENT

    | • | Evergy’s customer outreach team worked face-to-face with more than 38,000 customers and helped income-eligible customers secure more than $42 million in utility payment assistance. |

  39. PROXY STATEMENT

    | • | Evergy’s two “Evergy Connect” walk-in facilities provided assistance to more than 30,000 customers with customized, face-to-face support, and linkages to energy efficiency programs, payment assistance, and social service resources. |

  40. PROXY STATEMENT

    | • | The community investments program provided millions of dollars in grants to agencies that work with disadvantaged and underserved communities, help fund and develop minority-owned small businesses and improve access to equity. |

  41. PROXY STATEMENT

    | • | Continued outreach work helped decrease energy burden by linking income-eligible customers to an array of programs and wrap-around services. |

  42. PROXY STATEMENT

    | • | Supporting Environmental Leadership. Evergy provided support and volunteerism to many conservation and environmental partnerships including the following: |

  43. PROXY STATEMENT

    | • | Evergy’s Green Team worked to protect and enhance several wetlands, animal habitats and waterways. |

  44. PROXY STATEMENT

    | • | The community investments program provided key support to distribute and help plant hundreds of trees in underserved communities. |

  45. PROXY STATEMENT

    | • | Made direct contributions to help protect resources, build and enhance trails and waterways and native wildlands and habitats. |

  46. PROXY STATEMENT

    | • | ESG Reporting and Additional Information. In 2023, Evergy continued focusing on documenting Evergy’s climate risks as part of its existing Enterprise Risk Management (“ERM”) program, in alignment with the Task Force on Climate-related Financial Disclosures (“TCFD”) framework. Evergy continued the engagement with the Electric Power Research Institute’s Climate Resilience and Adaptation Initiative (ClimateREADI), which is focused on developing a comprehensive framework to inform infrastructure investment and deployment in order to help ensure a resilient power system. Evergy also participated in voluntary ESG reporting through CDP, a global platform for companies to disclose, measure, and manage their environmental data. Additionally, Evergy continued to voluntarily report on company performance and programs through its annual Sustainability Report, among others, while also receiving third-party verification on key environmental and social metrics. For additional information about Evergy’s ESG efforts and reporting, |

  47. PROXY STATEMENT

    please go to investors.evergy.com/sustainability where you will find links to Evergy’s Sustainability Report, TCFD Report, Sustainability Accounting Standards Board (SASB) Report, Edison Electric Institute (“EEI”) ESG Metrics, the 2023 CDP Climate and Water Questionnaires, and the 2021 IRP Overview. For more information on Evergy’s policies and corporate governance and committee information, please go to: investors.evergy.com/sustainability/corporate-governance/documents-charters. The contents of the investor relations website, including reports and documents contained therein, are not incorporated into this filing.

  48. PROXY STATEMENT

    | Governance Highlights | | | | Topic | | Feature | | Shareholder Empowerment | ✔ | Annual election of directors | | | ✔ | Majority voting in uncontested elections | | | ✔ | Proxy access | | | ✔ | Shareholder right to call special meeting | | Independence and Corporate Governance Best Practices | ✔ | Lead Independent Director | | | ✔ | Independent Committee Chairs | | | ✔ | Standing executive sessions in Board and Committee meetings | | | ✔ | Annual self-evaluations | | | ✔ | All Board members re-elected annually; no staggered terms | | | ✔ | Shared oversight of risk management | | | ✔ | Robust stock ownership requirements - 6x base salary for CEO | | | ✔ | SEC compliant clawback policy and provisions in award agreements | | | ✔ | Whistleblower hotline | | | ✔ | No shareholder rights plan or poison pill | | | ✔ | No short selling, hedging, or pledging allowed by any employee or non-employee director | | Sustainable Operations and GHG Emission Reduction | ✔ | Board review of ESG matters | | | ✔ | CO2e emission goal of net-zero for scope 1 and 2, by 2045, assuming key technology, policy, regulatory, and other external enablers are in place | | | ✔ | Master credit facility with pricing based on diversity and non-CO2 emitting generation goals | | | ✔ | Almost half of power generated from non-CO2 emitting sources in 2023 | | | ✔ | Transparent environmental disclosures | | Diversity | ✔ | Diverse Board, including four female directors | | | ✔ | Diverse management team, including five female officers | | Political Spending | ✔ | Board review of political spending | | | ✔ | Annual disclosure of political spending | | Cybersecurity | ✔ | Annual cybersecurity training | | | ✔ | Board review of cybersecurity matters |

  49. PROXY STATEMENT

    | 2023 Named Executive Officers |

  50. PROXY STATEMENT

    Our named executive officers (also referred to as “NEO” or “NEOs”) for 2023 are David A. Campbell, Kirkland B. Andrews, Kevin E. Bryant, Charles A. Caisley, and Heather A. Humphrey.

  51. PROXY STATEMENT

    | Board Refreshment |

  52. PROXY STATEMENT

    Evergy has added 6 new directors since 2020, each of whom brings additional breadth of experience, expertise, and characteristics to the Board. Following the retirement of S. Carl Soderstrom, Jr. in May of 2023, Neal A. Sharma joined the Board, providing additional expertise and qualifications. With the retirement of Mark A. Ruelle and Thomas D. Hyde in May, our Board will decrease from 12 to 10 directors.

  53. PROXY STATEMENT

    | Board Nominee Metrics |

  54. PROXY STATEMENT

    Each of our director nominees exhibits practical wisdom, sound judgement, and financial acumen. Based on their diverse experiences, the nominees are fully aligned with the competencies conducive to enhancing shareholder value. Additional information about our director nominees and their competencies, including the Board Diversity Matrix, can be found under “Proposal 1 – Election of Directors.”

  55. PROXY STATEMENT

    | Director Nominees (p. 12) |

  56. PROXY STATEMENT

    | Director Nominees | Principal Occupation | Age | Director Since | A | CLD | F | NGS | NPE | SPD | | David A. Campbell | President and Chief Executive Officer, Evergy, Inc. | 55 | 2021 | | | ✔ | | | | | B. Anthony Isaac Independent | Former Senior Vice President and Head of Select Service Strategy and Development, Hyatt Hotels Corporation | 71 | 2003 | | ✔ | ✔ | | ✔ | | | Paul M. Keglevic Independent | Former Chief Executive Officer and Executive Vice President, Chief Financial Officer and Chief Risk Officer, Energy Future Holdings, Inc. | 70 | 2020 | Chair | | ✔ | | | | | Mary L. Landrieu Independent | Former U.S. Senator for Louisiana and Senior Policy Advisor at Van Ness Feldman LLP | 68 | 2021 | | ✔ | ✔ | | ✔ | | | Sandra A.J. Lawrence Independent | Former Executive Vice President and Chief Administrative Officer, Children’s Mercy Hospital | 66 | 2004 | | Chair | | ✔ | | | | Ann D. Murtlow Independent | Former President and Chief Executive Officer, United Way of Central Indiana | 63 | 2013 | ✔ | | | | | Chair | | Sandra J. Price Independent | Former Senior Vice President, Human Resources, Sprint Corporation | 65 | 2016 | | ✔ | | Chair | | | | James Scarola Independent | Former Senior Vice President and Chief Nuclear Officer, Duke/Progress Energy | 68 | 2022 | | | | | Chair | | | Neal A. Sharma Independent | Former Chief Executive Officer, Digital Evolution Group | 47 | 2023 | ✔ | | | | | ✔ | | C. John Wilder Independent | Executive Chairman of Bluescape Energy Partners, LLC | 66 | 2021 | | | Chair | | | ✔ |

  57. PROXY STATEMENT

    | A | Audit Committee | | CLD | Compensation and Leadership Development Committee | | F | Finance Committee | | NGS | Nominating, Governance, and Sustainability Committee | | NPE | Nuclear, Power Supply, and Environmental Committee | | SPD | Safety and Power Delivery Committee |

  58. PROXY STATEMENT

    | Executive Compensation Highlights (p. 35) |

  59. PROXY STATEMENT

    Evergy’s compensation programs are designed to support achievement of our business strategy without encouraging excessive risk-taking. We intend to attract and retain highly qualified executives, pay for performance, and reward long-term growth and sustained profitability. Consistent with these objectives, as shown below, a high percentage of total target direct compensation is based on performance. The graphics and table below do not include special inducement and retention awards. Additional information about our executive compensation can be found under “Proposal 2 – Advisory Vote to Approve Executive Compensation.” Set forth below is a summary of key fiscal 2023 compensation decisions for our currently serving NEOs.

  60. PROXY STATEMENT

    | Named Executive Officer | Base Salary | Annual Cash Incentive Payout | Long-Term Incentive Grants | | Mr. David A. Campbell President and Chief Executive Officer | $1,056,000 | $1,424,280 | $4,752,000 | | | | Target = 125% Base Salary Payout = 107.9% of Target | Target = 450% Base Salary 75% performance-based | | Mr. Kirkland B. Andrews Executive Vice President and Chief Financial Officer | $726,500 | $783,894 | $1,525,650 | | | | Target = 100% Base Salary Payout = 107.9% of Target | Target = 210% Base Salary 75% performance-based | | Mr. Kevin E. Bryant Executive Vice President and Chief Operating Officer | $637,500 | $550,290 | $1,338,750 | | | | Target = 80% Base Salary Payout = 107.9% of Target | Target = 210% Base Salary 75% performance-based | | Mr. Charles A. Caisley Senior Vice President, Public Affairs and Chief Customer Officer | $532,500 | $373,442 | $825,375 | | | | Target = 65% Base Salary Payout = 107.9% of Target | Target = 155% Base Salary 75% performance-based | | Ms. Heather A. Humphrey Senior Vice President, General Counsel and Corporate Secretary | $541,000 | $379,484 | $811,500 | | | | Target = 65% Base Salary Payout = 107.9% of Target | Target = 150% Base Salary 75% performance-based |

  61. PROXY STATEMENT

    The Compensation and Leadership Development Committee believes our executive compensation program features best-in-class governance practices, such as:

  62. PROXY STATEMENT

    | ✔ | Alignment between pay and performance | ✔ | Annual risk assessment | | ✔ | Compensation heavily weighted to performance | ✔ | Standard annual equity grant cycle | | ✔ | Regular review of performance against compensation targets and outlook for payouts | ✔ | SEC compliant clawback policy and provisions in award agreements | | ✔ | Independent Committee oversight | ✔ | No employment agreements – all NEOs are employed at will | | ✔ | Standing Committee executive sessions | ✔ | No stock options | | ✔ | Independent compensation consultant | ✔ | No repricing or backdating of stock options | | ✔ | “Double trigger” change-in-control benefits | ✔ | Generally no dividends for unvested awards | | ✔ | Robust stock ownership guidelines | ✔ | No short selling, hedging or pledging | | ✔ | Board review of succession plans | ✔ | No tax “gross-ups” |

  63. PROXY STATEMENT

    | Proposal 1 | | Election of Directors | | | ☑ | The Board recommends a vote FOR each of the director nominees |

  64. PROXY STATEMENT

    | Director Nominee Biographies |

  65. PROXY STATEMENT

    The following summarizes the 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. 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 ability to understand and oversee the Company’s strategies, operations, and management.

  66. PROXY STATEMENT

    | | David A. Campbell Chairman of the Board*, President, and Chief Executive Officer Director Since: 2021 Age: 55 Committee: • Finance | | Executive Experience: David Campbell joined Evergy in January 2021 as President and Chief Executive Officer. Under Mr. Campbell’s leadership, Evergy focuses on providing safe, affordable, and reliable service to its 1.7 million customers and leading the responsible energy transition in Kansas and Missouri. Mr. Campbell and his team are dedicated to ensuring that Evergy provides a rewarding and professional work environment for employees and engages as a trusted partner in the communities Evergy serves. Mr. Campbell served as Executive Vice President and Chief Financial Officer of Vistra Corp. (NYSE: VST) from June 2019 through December 2020. From 2014 through 2019, he served as Chief Executive Officer and as a member of the board of directors of InfraREIT, Inc. (NYSE: HIFR), a real estate investment trust that owned and leased rate-regulated electric transmission assets in Texas. Previously, Mr. Campbell worked at TXU Corp. (NYSE: TXU), and its successor, Energy Future Holdings, in various roles including Chief Executive Officer of Luminant Corporation, the largest power generator in Texas, and Chief Financial Officer of TXU Corp. Prior to joining TXU Corp., Mr. Campbell was a partner at McKinsey & Company, where he led the corporate finance and strategy practice in Texas. Mr. Campbell serves on the boards of Truman Library Institute, Kansas City Area Development Council, the Electric Power Research Institute, St. Mark’s School, and Nuclear Electric Insurance Limited. Mr. Campbell is also a member of the Civic Council of Greater Kansas City and the Leadership Council of the Yale School of the Environment. Mr. Campbell is a graduate of Yale University, Harvard Law School, and Oxford University, where he studied as a Rhodes Scholar. | | | Skills and Qualifications: Mr. Campbell’s qualifications to serve as our director and Chairman of the Board include his substantial leadership, financial and utility industry experience; and his experience serving as a director of a public company. | |

  67. PROXY STATEMENT

    | * The Board intends to designate Mr. Campbell as the Chairman of the Board following the 2024 Annual Meeting. |

  68. PROXY STATEMENT

    | | B. Anthony Isaac Lead Independent Director* Director Since: 2003 Age: 71 Committees: • Compensation and Leadership Development • Finance • Nuclear, Power Supply, and Environmental | | Executive Experience: Mr. Isaac 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. Mr. Isaac served on the board of directors of CorePoint Lodging (NYSE: CPLG), a real estate investment trust focused on the hotel industry based in Irving, Texas (2018-2022), where he served as chair of the nominating and corporate governance committee and a member of the capital committee. Mr. Isaac earned a Bachelor of Science in civil engineering from the Massachusetts Institute of Technology and a Master of Business Administration from Harvard University. | | | Skills and Qualifications: 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. He also has experience as a director of a public company and with corporate governance matters. | |

  69. PROXY STATEMENT

    | * The Board intends to designate Mr. Isaac as the new Lead Independent Director following the 2024 Annual Meeting. |

  70. PROXY STATEMENT

    | | Paul M. Keglevic Independent Director Since: 2020 Age: 70 Committees: • Audit (Chair) • Finance | | Executive Experience: Mr. Keglevic has over 40 years of experience with public companies across several industry sectors, including utilities, telecommunications, transportation and real estate. Mr. Keglevic served as Chief Executive Officer (2016-2018) and Executive Vice President, Chief Financial Officer and Chief Risk Officer (2008-2016) of Energy Future Holdings, the majority owner of a regulated transmission and distribution business. Prior to that, Mr. Keglevic served as an audit partner at PricewaterhouseCoopers LLP (PwC) (2002-2008), where he was the U.S. utility sector leader for six years. Prior to PwC, Mr. Keglevic led the utilities practice for Arthur Andersen LLP, where he was a partner for 15 years. Mr. Keglevic previously served on the board of directors of Frontier Communications Corporation (Nasdaq: FTR) (2019-2021), a national telecommunications company located in Norwalk, Connecticut, where he served on the finance committee and audit committee. He also served on the board of directors of Bonanza Creek Energy, Inc. (NYSE: BCEI) (2017-2021), an oil and gas company located in Denver, Colorado, where he served as chair of the audit committee and also served as chair of the nominating and corporate governance committee. He previously served on the boards of directors of Ascena Retail Group, Inc. (Nasdaq: ASNA) (2019-2021), Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (2019), PetSmart, Inc. (Nasdaq: PETM), Stellus Capital Management, LLC (NYSE: SCM) (2014), Cobalt International Energy, Inc., Philadelphia Energy Solutions, Inc., Envision Healthcare, and Energy Future Holdings Corporation and several of its subsidiaries. Mr. Keglevic has served as a member of the board of directors of the Dallas and State of California Chambers of Commerce and several other charitable and advisory boards. He was named a board leadership fellow and is a certified director of the National Association of Corporate Directors (“NACD”). In 2023, Mr. Keglevic was appointed to the board of directors of WeWork Inc (NYSE: WE), and currently serves as chairman, chair of the compensation committee and as a member of the nominating & corporate governance committee. Mr. Keglevic was also appointed to the boards of Rite Aid Corporation (OTC: RADCQ) and serves as chair of the audit committee, as well as, Tupperware Brands Corporation (NYSE: TUP) and serves as a member of the audit & finance and transformation committees. Mr. Keglevic earned a Bachelor of Science in accounting from Northern Illinois University and is a certified public accountant. | | | Skills and Qualifications: Mr. Keglevic’s qualifications to serve as our director include his extensive experience with public companies, finance, accounting, regulatory issues, transactional and merger and acquisition activities and governance matters. | |

  71. PROXY STATEMENT

    | | Senator Mary L. Landrieu Independent Director Since: 2021 Age: 68 Committees: • Compensation and Leadership Development • Finance • Nuclear, Power Supply, and Environmental | | Executive Experience: Senator Landrieu is a senior policy advisor at Van Ness Feldman, LLP, a Washington D.C.-based law firm (since 2015). She also serves on the advisory board of Earnin Company (since 2020), a community-supported financial platform, and on the board of directors of Tyler Technologies (NYSE: TYL) (since 2015), a technology solution provider. She previously served on the Board of Directors of CenturyLink, Inc., now Lumen Technologies Inc. (NYSE: LUMN) (2015-2020), a U.S.-based communications provider to global enterprise customers. Previously, Senator Landrieu served as a United States Senator for the State of Louisiana (1996 to 2014), where she chaired the Senate Committee on Energy and Natural Resources, served on the Senate Committee on Appropriations, chaired the Subcommittees on Homeland Security, Financial Services, General Government, and the District of Columbia, and chaired the Senate Committee on Small Business and Entrepreneurship. In her work on Homeland Security, Senator Landrieu led the disaster recovery efforts after Hurricane Katrina and the Gulf restoration efforts after the BP oil spill. She also was elected as Louisiana treasurer (1987-1995), and served as a member of the Louisiana legislature (1979-1987). Senator Landrieu currently serves on the board of trustees or board of directors of several national organizations supporting sustainable resource management and promoting education or children’s welfare. Senator Landrieu earned a Bachelor of Arts degree from Louisiana State University. | | | Skills and Qualifications: Senator Landrieu’s qualifications to serve as our director include her extensive experience with federal and state regulation and compliance, community and political relations, strategy development, customer experience, alignment of company culture and compensation and leadership development and finance. | |

  72. PROXY STATEMENT

    | | Sandra A.J. Lawrence Independent Director Since: 2004 Age: 66 Committees: • Compensation and Leadership Development (Chair) • Nominating, Governance, and Sustainability | | Executive Experience: Ms. Lawrence 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 (now MRIGlobal), 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 distribution and medical research industries. She currently serves as a trustee of the Delaware by Macquarie fund complex, as a director and as Audit Committee chair of Brixmor Property Group, Inc., and as a director at Sera Prognostics Inc. (Nasdaq: SERA). She was previously on the board of directors of American Shared Hospital Services (NYSE American: AMS), a provider of radiosurgical and radiation therapy equipment based in San Francisco, California, where she served as chair of the audit committee and as a member of the nominating and corporate governance committee and Recology, Inc. where she served as chair. She sits on the national board of the NACD, is past-chair of the board of directors of the Heartland Chapter of the NACD, was named to the NACD Directorship 100, and as an NACD board leadership fellow, and serves on the boards of directors of various charitable, non-profit and civic organizations, including the Hall Family Foundation and the Nelson-Atkins Museum of Art. Ms. Lawrence earned a Bachelor of Arts in psychology from Vassar College, a Master of Architecture from the Massachusetts Institute of Technology and a Master of Business Administration from Harvard Business School. | | | Skills and Qualifications: Ms. Lawrence’s qualifications to serve as our director include her substantial financial expertise, her extensive service as a director in a diverse range of organizations, her experience as a public company director and her knowledge of corporate governance. Ms. Lawrence also has extensive knowledge of the Kansas City metropolitan area and Topeka, Kansas, two of our largest service territories. | |

  73. PROXY STATEMENT

    | | Ann D. Murtlow Independent Director Since: 2013 Age: 63 Committees: • Audit • Safety and Power Delivery (Chair) | | Executive Experience: Ms. Murtlow is currently the principal in North Sound LLC, through which she offers consulting services. From 2013 to 2022, she was 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. Previously, she spent 24 years with AES Corporation, a holding company for electric utilities located in Arlington, Virginia, and served for over 12 years in various senior leadership and officer roles including Vice President and Group Manager of AES Corp. (NYSE: AES) and 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. Since 2013, Ms. Murtlow has served on the board of directors of Wabash National Corporation (NYSE: WNC), a diversified industrial manufacturing company in Lafayette, Indiana, where she chairs the nominating and corporate governance committee and serves on the compensation committee. She previously served on the board of directors of First Internet Bancorp and its subsidiary, First Internet Bank, a financial institution in Fishers, Indiana (2013-2020), and on the boards of directors of the Federal Reserve Bank of Chicago, Herff Jones LLC, a manufacturer of educational recognition and achievement products and motivational materials located in Indianapolis, Indiana, and AEGIS Insurance Services, Inc., a mutual insurance company in East Rutherford, New Jersey. Ms. Murtlow was also named a board leadership fellow by the NACD and is an NACD Certified Director. Ms. Murtlow earned a Bachelor of Science in chemical engineering from Lehigh University. | | | Skills and Qualifications: 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 with nuclear generation. | |

  74. PROXY STATEMENT

    | | Sandra J. Price Independent Director Since: 2016 Age: 65 Committees: • Compensation and Leadership Development • Nominating, Governance, and Sustainability (Chair) | | Executive Experience: Ms. Price is the former Senior Vice President, Human Resources of Sprint Corporation (2006-2016), a global telecommunications company headquartered in Overland Park, Kansas prior to its acquisition by T-Mobile. 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 regional economic development initiative to grow an inclusive economy in the Kansas City metropolitan area. Ms. Price is a member of the board of directors of the US Infrastructure Company (USIC), a private-equity owned company that provides locating services for underground utilities based in Indianapolis, Indiana and CRB, a privately-owned company based in Kansas City, Missouri that provides global engineering, architecture, construction, and consulting solutions to the life sciences and other advanced technology industries. In 2022, Ms. Price was appointed to the Greater Kansas City Community Foundation Board of Directors, and served as chairperson (2020-2022) of the Kansas City Metropolitan Community College capital campaign cabinet. She was named to the 2021 NACD Directorship 100, as well as 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 earned a Bachelor of Arts in special education from Oral Roberts University and a Master of Arts in education and administration from the University of Tulsa. | | | Skills and Qualifications: Ms. Price’s qualifications to serve as our director include her diverse senior management and leadership experience, her deep understanding of human resources and talent development and her knowledge of our Kansas City service territory. | |

  75. PROXY STATEMENT

    | | James Scarola Independent Director Since: 2022 Age: 68 Committee: • Nuclear, Power Supply, and Environmental (Chair) | | Executive Experience: Mr. Scarola is an independent nuclear oversight consultant (since 2015), and previously served as the Nuclear Industry Fukushima Steering Committee Chairman (2012-2014), where he established and coordinated the strategic direction for the U.S. Industry in response to the Fukushima nuclear accident. He served as Senior Vice President and Chief Nuclear Officer (2008-2012) at Progress Energy, Inc. (prior to their merger with Duke Energy (NYSE: DUK) in 2012), and as Site Vice President of Progress’ Brunswick Nuclear Plant (2005-2008) and of their Harris Nuclear Plant (1998-2005). He also served in leadership roles at Florida Power & Light’s St. Lucie Nuclear Plant (1980-1998). Mr. Scarola provides consulting services related to the nuclear industry, monitors and assesses nuclear operations and provides counsel to chief nuclear officers and boards of directors. He has also served on the board of directors of Wolf Creek, Evergy’s nuclear generating plant, since 2022. He is a certified Pressurized Water Reactors Senior Reactor Operator and Institute of Nuclear Power Operations Senior Nuclear Plant Manager. Mr. Scarola earned a Bachelor of Science in electrical engineering from the University of Notre Dame, a Master of Business Administration from the Florida Institute of Technology and completed the Executive Management Program at Darden Business School at the University of Virginia. | | | Skills and Qualifications: Mr. Scarola’s qualifications to serve as our director include his vast nuclear industry leadership experience and his extensive experience in all aspects of nuclear operations, including engineering, oversight, fiscal control, labor relations, strategic planning, project management, and maintenance. | |

  76. PROXY STATEMENT

    | | Neal A. Sharma Independent Director Since: 2023 Age: 47 Committees: • Audit • Safety and Power Delivery | | Executive Experience: Mr. Sharma co-founded Digital Evolution Group (“DEG”), a full-service digital marketing and commerce agency that was sold in 2018. From 2018 until 2022, he continued to serve as Chief Executive Officer of DEG, now part of global agency holding company, Dentsu Group, Inc. Mr. Sharma has served as President, Dentsu Shop since January 2022 in a solutions-oriented advisory role, and also serves in an advisory capacity to startup companies in which he invests and on several non-profit boards, including MRI Global and the Truman Library Institute. Mr. Sharma earned a bachelor’s degree from American University in 1998 and a Master of Business Administration degree from the University of Kansas in 2001. | | | Skills and Qualifications: Mr. Sharma’s qualifications to serve as our director include his management and leadership experience, his substantial financial and accounting expertise, and his extensive experience in community and political relations, risk management, and customer experience. | |

  77. PROXY STATEMENT

    | | C. John Wilder Independent Director Since: 2021 Age: 66 Committees: • Finance (Chair) • Safety and Power Delivery | | Executive Experience: Mr. Wilder is the Executive Chairman of Bluescape Energy Partners, LLC (“Bluescape”), founded in 2007 as an alternative investment firm that leverages its private capital, global network, and deep domain expertise to deliver differentiated long-term investment performance in the energy and utility sectors. He has served on the boards of many private and public companies, including Bluescape Opportunities Acquisition Corporation (NYSE: BOAC) (since 2020), NRG Energy, Inc. (NYSE: NRG) and TXU Corp. and Exco Resources, Inc., and in executive officer roles at TXU Corp., Entergy Corp. (NYSE: ETR), and Royal Dutch/Shell Group. Mr. Wilder began working in the energy business in Texas over 40 years ago with the Royal Dutch/Shell Group, where he rose to the position of Chief Executive Officer of Shell Capital in London. Mr. Wilder’s vision and execution spearheaded the industry’s three most successful financial and operational turnarounds at NRG (Board of Directors, 2017-2018), TXU Corp. (Board Chairman and Chief Executive Officer, 2004-2007) and Entergy (Chief Financial Officer, 1998-2004) moving struggling companies from the bottom quartile to the top quartile across a variety of performance dimensions. During Mr. Wilder’s leadership, TXU Corp. delivered 65% annualized shareholder returns and ranked 5th best among the S&P 500. For his achievements at TXU Corp., the Harvard Business Review named Mr. Wilder twice as one of the Best-Performing CEOs in the World, ranking 24th among 2,000 CEOs from publicly traded companies in 33 countries in 2010, and 74th among 3,143 CEOs from publicly traded companies in 50+ countries in 2013. No other United States power company executive was honored in either of these rankings. In addition, Mr. Wilder was named to Ten Best CEOs in America by Institutional Investor in 2004 and was named Best CEO and CFO in the Electric Power Sector in multiple years by Institutional Investor. Mr. Wilder serves on the advisory boards of the McCombs School of Business at the University of Texas at Austin and the A.B. Freeman School of Business at Tulane University. He is a former advisory board member of the Global Energy Management Institute, University of Houston, and the Energy Management and Innovation Center, University of Texas. Mr. Wilder is also Chairman of the Board of Trustees of Texas Health Resources and is a past member of the National Petroleum Council, a U.S. Secretary of Energy appointment. Mr. Wilder earned a Bachelor of Science in business administration from Southeast Missouri State University, where he graduated magna cum laude and received the university’s Distinguished Alumni Award. He earned a Master of Business Administration from the University of Texas. | | | Skills and Qualifications: Mr. Wilder’s qualifications to serve as our director include his long-term and extensive leadership experience in the energy industry. He also provides deep insight and expertise on financial, transactional, regulatory and operations matters facing the Company. | |

  78. PROXY STATEMENT

    The 10 nominees for director have been recommended to the Board by the Nominating, Governance, and Sustainability 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 10 nominees.

  79. Director Nominating Process

    Director Nominating Process The Nominating, Governance, and Sustainability Committee is responsible for identifying potential director nominees and evaluating and recommending director nominees to the Board. The 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 for our consideration will be evaluated in the same way as nominees identified by the Nominating, Governance, and Sustainability Committee. Shareholders who wish to identify director nominees for consideration by the Nominating, Governance, and Sustainability Committee should write to our Nominating, Governance, and Sustainability Committee at the address provided in “Communicating with the Board” on page 30. Shareholders who wish to nominate a director nominee, including nominations pursuant to our proxy access By-law provisions, may do so by following instructions set forth in “How can I nominate a director or submit a proposal for the 2025 annual meeting?” on page 80.

  80. Director Nominee Qualifications

    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 the director’s ability to work collaboratively and function well as a collegial body. 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. 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 Nasdaq Stock Market LLC (“Nasdaq”) listing standards and our Corporate Governance Guidelines. The Board concluded that the following core competencies are conducive to sustainable long-term shareholder and customer value: strategy development; federal and state regulation and compliance; alignment of company culture with compensation and leadership development; accounting, finance, and investment management; risk management; operational oversight; customer experience; community and political relations; and ESG. Each director nominee provided a self-evaluation against these core competencies, and the Board evaluated the contribution level of each director nominee, using the categories of “experienced,” “moderate experience,” “minimal experience,” and “no experience.”

  81. Core Competencies

    Core Competencies

  82. Core Competencies

    | Board Core Competencies | Campbell | Isaac | Keglevic | Landrieu | Lawrence | Murtlow | Price | Scarola | Sharma | Wilder | | Strategy Development | 3 | 3 | 3 | 3 | 2 | 3 | 3 | 3 | 2 | 3 | | Federal and State Regulation and Compliance | 3 | 3 | 2 | 3 | 3 | 3 | 2 | 3 | 0 | 3 | | Alignment of Company Culture and Compensation and Leadership Development | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | | Accounting, Finance, and Investment Management | 3 | 2 | 3 | 2 | 3 | 3 | 1 | 1 | 3 | 3 | | Risk Management | 3 | 2 | 3 | 2 | 3 | 3 | 1 | 2 | 3 | 3 | | Operational Oversight | 3 | 2 | 2 | 2 | 2 | 3 | 3 | 3 | 2 | 3 | | Customer Experience | 3 | 3 | 2 | 2 | 2 | 2 | 3 | 2 | 3 | 3 | | Community and Political Relations | 3 | 1 | 3 | 3 | 2 | 3 | 2 | 2 | 3 | 3 | | Environmental, Social, and Governance | 3 | 2 | 2 | 3 | 3 | 3 | 3 | 3 | 2 | 3 |

  83. Core Competencies

    | 3 - Experienced | 2 - Moderate Experience | 1 - Minimal Experience | 0 – No Experience |

  84. Core Competencies

    | Board Diversity |

  85. Core Competencies

    The following Board Diversity Matrix highlights certain personal characteristics of the director nominees as of the date of this Proxy Statement.

  86. Core Competencies

    | Board Diversity Matrix | | | | | | | Total Number of Directors* | | | 10 | | | | | Female | Male | | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | | Directors | 4 | 6 | | | | | Part II: Demographic Background | | | | | | | African American or Black | 1 | | | | | | Alaskan Native or Native American | | | | | | | Asian | | 1 | | | | | Hispanic or Latinx | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | White | 3 | 5 | | | | | Two or More Races or Ethnicities | | | | | | | LGBTQ+ | | | | | | | Did Not Disclose Demographic Background | | | | | |

  87. Core Competencies

    | * The above matrix presents information about each director nominee and excludes Mr. Ruelle and Mr. Hyde who are not standing for re-election at the 2024 Annual Meeting. |

  88. Core Competencies

    | Corporate Governance Matters |

  89. Core Competencies

    | Board Structure |

  90. Core Competencies

    Board Leadership Structure. With the upcoming retirement of Mr. Mark A. Ruelle from the Board, we have determined that, moving forward, we will use a Lead Independent Director plus a combined Chairman of the Board (the “Chair”) and Chief Executive Officer (“CEO”) structure. The Board previously separated the roles of the Chair and CEO, with Mr. Mark A. Ruelle serving as the Chair and Mr. David A. Campbell serving as the CEO. Following Mr. Ruelle’s announcement that he is not standing for re-election, Mr. Campbell has been nominated by the Board to serve as both the Chair and CEO. The Board believes that the new structure is an appropriate corporate governance structure for the Company moving forward. However, the Board believes it is important to maintain flexibility to separate the roles in the future if it determines that a different Board structure would be in the long-term interests of our shareholders. As implemented by the Company, the combined Chair and CEO role will focus on the accountability and responsibility of achieving the Company’s objectives, and the Lead Independent Director role will provide the independent members of the Board with effective Board leadership, oversight, and monitoring of the Company and its management. The Board believes that the CEO is well-positioned to lead discussions regarding the Company’s strategy. Moreover, the CEO’s operating knowledge of the Company and regular interactions with management provide him with the ability to highlight significant issues for Board consideration. Chairman of the Board Responsibilities 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 presides over the Company’s shareholder meetings. The Chair approves Board meeting agendas and reflects input, if any, of the Lead Independent Director. The Chair also discusses the quality, quantity, and timeliness of the flow of information communicated from management to the Board. The Chair also serves as the principal liaison between management and the Board. 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. The Chair may also interface from time to time with the public, including shareholders. Working with the Nominating, Governance, and Sustainability Committee and the Lead Independent Director, the Chair is also responsible for interviewing all potential new candidates and recommending new candidates for the Board. Among these other duties, the Chair is also responsible for helping to set the tone for ethics and integrity at Evergy. Lead Independent Director Responsibilities The Lead Independent Director is responsible for developing agendas for executive sessions of independent directors and calling and presiding over the same. The Lead Independent Director also serves as a liaison between the Chair and the independent directors, reviews meeting agendas and reviews meeting schedules. The Board appoints a Lead Independent Director to ensure that Evergy’s independent directors are represented and have formal mechanisms in place to exercise their governance role. Mr. Hyde, previously appointed as Lead Independent Director by the Board, is not able to stand for re-election pursuant to Evergy’s Mandatory Retirement / Tenure Policy (as described below). The Board has designated Mr. Isaac as the new Lead Independent Director effective at the 2024 Annual Meeting. Independent Board. The Board has determined that 9 of the 10 nominees are independent. 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 CEO) present. Time is also reserved at each regular committee meeting for committee members to meet in executive session with no members of management present. Board Meetings and Director Attendance. The Board held four meetings in 2023. Each incumbent director nominee attended greater than 75% of the aggregate number of meetings of the Board and committees on which he or she served during 2023 (or portion of 2023 during which he or she served as a director or committee member). Board Committees. We have a robust committee structure, with six standing committees. Each committee is led by an independent director. In addition, four of the standing committees, including all committees required by Nasdaq standards, consist solely of independent directors. Each standing committee is governed by a committee charter that enumerates the committee’s responsibilities. Each charter is reviewed at least annually and is available on the Company’s investor relations website at investors.evergy.com.

  91. Core Competencies

    | Audit Committee | 7 Meetings in 2023 100% Attendance |

  92. Core Competencies

    | Members:* Mr. Keglevic (Chair) Mr. Hyde Ms. Murtlow Mr. Soderstrom Mr. Sharma | Primary responsibilities: | | | | • | Oversee the accounting and financial reporting processes, including all processes related to the integrity of Evergy’s financial statements, including internal control over financial reporting as well as the reporting on ESG matters | | | • | Oversee the independent auditor and the internal audit services department | | | • | Oversee enterprise risk management | | | • | Oversee the audits of Evergy’s financial statements and the preparation of all reports and other disclosures required of the Audit Committee by the SEC | | | • | Review Evergy’s compliance with legal and regulatory requirements and its Code of Ethics |

  93. Core Competencies

    The Board has determined that each member of the committee is (i) independent under the Nasdaq listing standards and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) financially literate under the Nasdaq listing standards; and (iii) 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.

  94. Core Competencies

    | * Mr. Soderstrom served on the committee in 2023 but did not stand for re-election at the 2023 annual meeting of shareholders. The Board elected Mr. Sharma to the Board effective June 9, 2023, and subsequently appointed him as a committee member effective July 24, 2023. Mr. Hyde is not standing for re-election at the 2024 Annual Meeting. |

  95. Core Competencies

    | Compensation and Leadership Development Committee | 6 Meetings in 2023 100% Attendance |

  96. Core Competencies

    | Members: Ms. Lawrence (Chair) Mr. Isaac Sen. Landrieu Ms. Price | Primary responsibilities: | | | | • | Oversee alignment of compensation philosophy with shareholder interests | | | • | Evaluate, and recommend for approval by the non-management members of the Board, CEO compensation | | | • | Approve NEO compensation (other than the CEO) | | | • | Advise the CEO on compensation for other officers | | | • | Oversee human capital resources | | | • | Review the culture of Evergy | | | • | Review the effectiveness of Company DE&I programs | | | • | Review whether our compensation program encourages excessive risk taking |

  97. Core Competencies

    The Board has determined that each member of the committee is independent under the Nasdaq listing standards and Rule 10C-1(b)(1) under the Exchange Act, including the enhanced independence standards for members of the compensation committee and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

  98. Core Competencies

    | Finance Committee | 4 Meetings in 2023 100% Attendance |

  99. Core Competencies

    | Members: Mr. Wilder (Chair) Mr. Campbell Mr. Isaac Mr. Keglevic Sen. Landrieu | Primary responsibilities: | | | | • | 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 | | | • | Review Evergy’s capital requirements, capital structure and capital allocation | | | • | Review Evergy’s annual budget | | | • | Review risks and mitigation strategies related to budgeting, financing, credit exposures and energy trading and marketing | | | • | Review Evergy’s investor relations program | | | • | Oversee corporate insurance, and employee benefits and nuclear decommissioning trusts | | | • | Review Evergy’s tax strategy and treasury practices, and related risks | | | • | Review key performance indicators |

  100. Core Competencies

    The Board has determined that each member of the committee, other than Mr. Campbell, is independent under the Nasdaq listing standards. The Board determined that having Mr. Campbell on the committee is proper and beneficial due to his extensive financial experience.

  101. Core Competencies

    | Nominating, Governance, and Sustainability Committee | 4 Meetings in 2023 100% Attendance |

  102. Core Competencies

    | Members:* Ms. Price (Chair) Mr. Hyde Ms. Lawrence Mr. Soderstrom | Primary responsibilities: | | | | • | Identify nominees for election to our Board | | | • | Oversee compliance with corporate governance principles and practices | | | • | Oversee the evaluation of the Board and each committee | | | • | Review Evergy’s corporate responsibility activities and review, and recommend to the Board Evergy political expenditures | | | • | Review effectiveness of Evergy’s ESG programs | | | • | Oversee and set compensation for members of the Board |

  103. Core Competencies

    The Board has determined that each member of the committee is independent under the Nasdaq listing standards.

  104. Core Competencies

    | * Mr. Soderstrom served on the committee in 2023 but did not stand for re-election at the 2023 annual meeting of shareholders. Mr. Hyde is not standing for re-election at the 2024 Annual Meeting. |

  105. Core Competencies

    | Nuclear, Power Supply, and Environmental Committee | 4 Meetings in 2023 >93% Attendance |

  106. Core Competencies

    | Members:* Mr. Scarola (Chair) Mr. Isaac Sen. Landrieu Mr. Ruelle | Primary responsibilities: | | | | • | Assist the Board with oversight of Wolf Creek | | | • | Review Evergy’s power supply strategy and plans | | | • | Review Evergy’s compliance with laws, regulations and standards, including those related to environmental matters, related to Evergy’s power supply resources | | | • | Review power supply risk and mitigation matters |

  107. Core Competencies

    The Board has determined that each member of the committee, other than Mr. Ruelle, is independent under the Nasdaq listing standards. The Board determined that having Mr. Ruelle on the committee is proper and beneficial due to his extensive operational experience, including with respect to Wolf Creek.

  108. Core Competencies

    | * Mr. Ruelle is not standing for re-election at the 2024 Annual Meeting. |

  109. Core Competencies

    | Safety and Power Delivery Committee | 4 Meetings in 2023 100% Attendance |

  110. Core Competencies

    | Members:* Ms. Murtlow (Chair) Mr. Hyde Mr. Soderstrom Mr. Sharma Mr. Wilder | Primary responsibilities: | | | | • | Advise and assist the Board in reviewing Evergy’s power delivery, customer service, and information technology functions (including cybersecurity), safety and physical security | | | • | Review Evergy’s strategy with respect to transmission and distribution assets and compliance with laws, regulations, and standards relating to the ownership and operation of transmission and distribution assets | | | • | Review risks and management mitigation activities related to Evergy’s operations |

  111. Core Competencies

    The Board has determined that each member of the committee is independent under the Nasdaq listing standards.

  112. Core Competencies

    | * Mr. Soderstrom served on the committee in 2023 but did not stand for re-election at the 2023 annual meeting of shareholders. The Board elected Mr. Sharma to the Board effective June 9, 2023, and subsequently appointed him as a committee member effective July 24, 2023. Mr. Hyde is not standing for re-election at the 2024 Annual Meeting. |

  113. Core Competencies

    | Corporate Governance Practices |

  114. Core Competencies

    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 Sustainability Committee is responsible for overseeing and reviewing the Corporate Governance Guidelines and for recommending any changes to the guidelines to the Board. Code of Ethics. Our Board has adopted a Code of Ethics 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 Ethics. 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” for the confidential and anonymous reporting of concerns and complaints, which is independently administered and is available 24 hours a day, every day. Our Corporate Governance Guidelines and the Code of Ethics are available on the Company’s investor relations website at investors.evergy.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 will disclose any change in the Code of Ethics, or any waiver from a provision in the Code of Ethics granted to a director or an executive officer, by posting such information on our investor relations website. The contents of the investor relations website, including reports and documents contained therein, are not incorporated into this filing. Annual Election of Directors. Our directors are elected on an annual basis and serve until their respective successors have been duly elected and qualified. Majority Voting Policy. Pursuant to our majority voting policy, in advance of the annual meeting, each director nominee is required to tender an irrevocable letter of resignation that will take effect if that nominee fails to receive, in an uncontested election, the vote of a majority of votes cast by shareholders at the meeting. In the event that any nominee fails to obtain the required majority vote, the Board will decide, through a process managed by the Nominating, Governance, and Sustainability 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. Proxy Access. Subject to the requirements and limitations contained in our By-laws, an eligible shareholder, or a group of up to 20 eligible shareholders, can have nominees included in future proxy statements. In general, the shareholders must have continuously owned at least 3% of Evergy’s outstanding shares for at least three years as of the date that the shareholder(s) notify Evergy of the intent to utilize proxy access. The eligible shareholders may use proxy access to nominate up to 25% of the total number of directors who are members of the Board as of the date that the shareholder(s) notify Evergy of the intent to utilize proxy access. Shareholder Right to Call Special Meeting. Subject to the requirements and limitations contained in our By-laws, an eligible shareholder, or a group of eligible shareholders, that own 15% or more of Evergy’s outstanding common stock in net long form can call a special meeting of shareholders. Annual Self-Assessments. The Board and each committee conduct annual self-assessments to determine whether the Board and 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 Sustainability Committee meets with each director to discuss the survey, and the process allows Board members to provide input on individual Board member effectiveness. Each director can also request to meet with the Lead Independent Director, and the Chair of the Nominating, Governance, and Sustainability Committee, Lead Independent Director will provide any applicable feedback to an individual director. In 2023, as part of ongoing Board refreshment activities, the Chair of the Nominating, Governance, and Sustainability Committee also met with each director to solicit feedback on Board and committee composition, among other things. Each Board committee discusses the results of its self-assessment and the Board discusses the results of the self-assessment process. As appropriate, the Board oversees the implementation of enhancements and other modifications identified during the process. 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 Sustainability Committee is charged with ensuring that risk oversight roles have been properly allocated, and the Audit Committee reviews Evergy’s enterprise risk management policies and framework. Management is responsible for developing and implementing appropriate risk management practices on a day-to-day basis. At least once each year, the Board receives a report from management and provides feedback and asks questions on key business and compliance risks and related mitigation plans. The Board also receives updates on significant events and the status of, and changes in, such 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. Mandatory Retirement / Tenure Policy. All directors serving on the Board as of June 4, 2018 have a mandatory retirement age of 75, meaning that any such director 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 June 4, 2018 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 must offer to resign, which offer will be evaluated by the Board in light of the individual circumstances. 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. Our CEO is required to hold Evergy stock with a value equal to six times the amount of his or her base salary. All director nominees are in compliance with the policy.

  115. Core Competencies

    No Hedging / Pledging. Our securities trading policy, which was adopted by the Board and is overseen by our Nominating, Governance, and Sustainability Committee, prohibits all employees, officers, and directors from trading in options, warrants, and puts and calls related to Evergy. Our policy also prohibits all employees, officers, and directors from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Evergy securities. The policy also prohibits all employees, officers, and directors from holding Evergy securities in a margin account or pledging Evergy securities as collateral. Oversight and Disclosure of Political Contributions. Our Nominating, Governance, and Sustainability Committee reviews and approves the annual political contribution budget, and reviews reports on political expenditures. Our investor relations website, investors.evergy.com, also contains a copy of our policy with respect to political contributions and information regarding certain political expenditures. Human Rights Policy. The Board has adopted a formal human rights policy which is available on our investor relations website, investors.evergy.com. Emissions Reductions and Environmental Leadership. Evergy is committed to a long-term strategy to reduce GHG emissions in a cost-effective and reliable manner. In 2023, Evergy achieved a reduction of CO2 emissions from owned generation by 53% from 2005 levels and reductions in sulfur dioxide and nitrogen oxide emissions by 98% and 90%, respectively, relative to 2005 levels. Evergy has a long-term target to achieve net-zero CO2e emissions, for scope 1 and scope 2, by 2045 with an interim goal of a 70% reduction of owned generation CO2 emissions from 2005 levels by 2030 through the responsible transition of Evergy’s generation fleet. Achieving these emission reductions is expected to be dependent on enabling technologies and supportive policies and regulations, among other external factors. In 2023, Evergy’s Long-Term Incentive Plan (the “LTIP”) included an environmental metric based on total megawatts of owned renewables additions by year-end 2024 or buy-ins of firm power purchase agreements (“PPA”). Diversity, Equity, and Inclusion. Evergy strives to maintain a diverse, inclusive, and equitable people first culture that empowers a stronger future together. Beyond creating an inclusive culture within our company, Evergy strives to be recognized in the realm of supplier diversity. By increasing opportunities for diverse suppliers and enhancing the competitiveness of the supply chain, we promote economic value for our customers, shareholders, and the communities we serve. Our supplier diversity initiatives benefit both underrepresented businesses and the communities in which they are located through job creation, increased wages, and tax revenue. Evergy’s active supplier diversity program has been in place for more than 30 years and involved more than $255 million of diverse supplier spending in 2023. To further promote and reinforce our commitment to DE&I, our Annual Incentive Plan (“AIP”) for 2023 includes a discretionary DE&I modifier. Evergy’s Master Credit Facility with Non-Emission and Diversity Metrics. Evergy’s $2.5 billion master credit facility contains certain pricing terms based on diversity and non-CO2 emitting energy generation goals. The applicable interest rates and commitment fees for the facility are subject to upward or downward adjustments, within certain limitations, if Evergy achieves, or fails to achieve, certain sustainability-linked targets based on two key performance indicator metrics: (i) Non-Emission Generation Capacity and (ii) Diverse Supplier Spend (both as defined in the facility). Information Security. Evergy’s cybersecurity and information technology risk mitigation program is based on a comprehensive set of laws and rules issued by multiple government agencies concerning cybersecurity risk and is designed to safeguard Evergy’s operating information, proprietary business information and personal information belonging to customers and employees. Evergy is subject to recurring, independent, third-party audits with respect to adherence to these laws and rules, including those of the North American Electric Reliability Corporation (NERC). Evergy’s risk management function utilizes the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF), the United States Department of Energy Cyber Capability Maturity Model (C2M2) standard and components of the National Institute of Standards and Technology Risk Management Framework (NIST RMF) for a comprehensive, flexible and risk-based approach to managing risk from cybersecurity threats that integrates, security, privacy and cyber supply chain risk management activities. Evergy also maintains cybersecurity insurance coverage. Evergy’s cybersecurity team regularly coordinates with industry peers, industry trade organizations, and multiple state and federal governmental agencies, including the United States Department of Homeland Security, the Federal Bureau of Investigations within the United States Department of Justice, the Electricity Information Sharing and Analysis Center (E-ISAC), and the Cybersecurity and Infrastructure Security Agency (CISA). All Evergy employees complete an annual information security awareness training that addresses information technology, cybersecurity, privacy, and other related matters, and Evergy provides frequent awareness opportunities to employees by conducting controlled phishing campaigns and periodically providing other educational opportunities. Evergy’s management team is responsible for the design and implementation of this program, subject to oversight of the Board and its committees. Evergy’s Safety and Power Delivery Committee assists the Board with respect to, among other things, review of cybersecurity risks and other aspects of Evergy’s information technology function. In 2023, the Board and its committees received multiple presentations that were specific to information technology and cybersecurity matters, including artificial intelligence, and information technology and cybersecurity matters are incorporated into other presentations if those topics are relevant to the presentation. Information technology and cybersecurity matters are also regularly assessed in connection with the Board’s oversight of Evergy’s operations. At least once each year, the Board receives a report from management on key business and compliance risks and related mitigation plans, and management reviews cybersecurity matters with the Board in connection with this report. Evergy’s Audit Committee also receives reports from the Company’s audit services department regarding the results of reviews of cybersecurity matters and information security governance. Please refer to our 2023 Annual Report in Part I – Item 1C – Cybersecurity for additional information regarding Evergy’s enterprise risk management policies, processes, and frameworks. Human Capital Resource Management. The Company is committed to effective human capital resource management. Please refer to our 2023 Annual Report in Part I – Item 1 – Business – “Human Capital Resources” for additional information about this topic.

  116. Core Competencies

    | Director Independence |

  117. Core Competencies

    Our Corporate Governance Guidelines require that a majority of our directors be independent, as determined in accordance with the Nasdaq listing standards, as well as other independence standards that the Board may adopt. The Nasdaq 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 investor relations website, investors.evergy.com. Our director qualification standards are consistent with the Nasdaq objective independence standards. The Nominating, Governance, and Sustainability Committee reviewed the applicable legal standards for Board and committee member independence and the director qualification standards. The Nominating, Governance, and Sustainability 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 Sustainability Committee reported its independence determination recommendations to the Board, and the Board made its independence determinations based on the Nominating, Governance, and Sustainability 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. In evaluating independence, the Board considered the terms of the Company’s 2021 issuance of equity and warrants to an affiliate of Bluescape, of which Mr. John Wilder is the Executive Chairman. The Board concluded that such issuances align Mr. Wilder’s interests with Evergy shareholder interests, and that Mr. Wilder is independent. Some of our directors serve as trustees or directors of charitable organizations on which other directors or officers also serve or to which we donate money. In each case, payments by us were less than the greater of 5% of the charitable organization’s revenues or $200,000. Based on this review, the Board affirmatively determined that all directors (including nominees for directors at the annual meeting of shareholders) are independent under the Nasdaq listing standards and the director qualification standards, except Mr. Campbell, due to his current position as the Chief Executive Officer of Evergy.

  118. Core Competencies

    | Other Matters |

  119. Communicating with the Board

    | Director Compensation |

  120. Non-Employee Director Compensation

    Non-Employee Director Compensation The Nominating, Governance, and Sustainability Committee, based in part on a review of compensation practices at our peer companies and the advice of its independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), approved an updated compensation structure for non-employee directors in 2023, consisting of increased quarterly committee chair cash retainers for four of the six committees, the quarterly non-executive chair cash retainer, annual equity retainers, and the non-executive chair annual equity retainer. Based on Meridian’s benchmarking, the Nominating, Governance and Sustainability Committee elected to increase the following components of non-employee director compensation effective May 2, 2023: committee chair cash retainers from $15,000 to $20,000 (annual amount, paid quarterly) for the Nominating, Governance, and Corporate Responsibility Committee, the Finance Committee, the Nuclear and Power Supply Committee, and the Safety and Power Delivery Committee (Audit and Compensation and Leadership Development remained the same); non-executive chair cash retainer from $55,000 to $65,000 (annual amount, paid quarterly); annual equity retainer from $145,000 to $155,000; and, non-executive chair annual equity retainer from $55,000 to $65,000. For the amounts each director received in 2023, please refer to the table in section “2023 Non-Employee Director Compensation” below.

  121. Director Retainer Structure

    | Non-Employee Director Compensation Description of Category | | | Cash Retainers – Paid Quarterly(1) | | | Annual Base (All Directors) | $115,000 | | Leadership Fees | | | Non-Executive Chair of the Board | $65,000 | | Lead Director | $30,000 | | Committee Chair Fees | | | Audit | $20,000 | | Compensation and Leadership Development | $20,000 | | Nominating, Governance, and Sustainability | $20,000 | | Finance | $20,000 | | Nuclear, Power Supply, and Environmental | $20,000 | | Safety and Power Delivery | $20,000 | | Equity Retainers – Paid Annually(2) | | | Evergy Common Stock (All Directors) | $155,000 | | Non-Executive Chair of the Board | $65,000 |

  122. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation The following table outlines all compensation paid to our non-employee directors in 2023. 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 2023. Please refer to the table in section “Non-Employee Director Compensation” above for a description of changes to non-employee director compensation made effective as of May 2, 2023.

  123. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation

  124. 2023 Non-Employee Director Compensation

    | Current Directors | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | Thomas D. Hyde | 145,000 | 155,619 | 5,814 | 0 | 306,433 | | B. Anthony Isaac | 115,000 | 155,619 | 2,573 | 5,000 | 278,192 | | Paul M. Keglevic | 135,000 | 155,619 | 1,123 | 0 | 291,742 | | Mary L. Landrieu | 115,000 | 155,619 | 0 | 0 | 270,619 | | Sandra A.J. Lawrence | 135,000 | 155,619 | 9,147 | 5,000 | 304,766 | | Ann D. Murtlow | 133,310 | 155,619 | 0 | 0 | 288,929 | | Sandra J. Price | 133,310 | 155,619 | 0 | 5,000 | 293,929 | | Mark A. Ruelle | 176,621 | 220,876 | 1,834 | 5,000 | 404,331 | | James Scarola | 133,310 | 155,619 | 0 | 0 | 288,929 | | Neal A. Sharma(5) | 64,451 | 0 | 0 | 0 | 64,451 | | C. John Wilder | 133,310 | 155,619 | 0 | 0 | 288,929 | | Former Directors | | | | | | | S. Carl Soderstrom Jr.(6) | 38,860 | 0 | 0 | 0 | 38,860 |

  125. 2023 Non-Employee Director Compensation

    | (1) The amount represents cash retainers for service on the Board and its committees. As discussed in “Election to Defer Compensation” below, directors may elect to (i) convert all or part of their cash retainers into DSUs (as defined below), or (ii) defer receipt of all or part of their cash retainer. |

  126. 2023 Non-Employee Director Compensation

    | (2) The amount shown is the aggregate grant date fair value of equity granted in 2023 computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See note 10 to the consolidated financial statements included in our 2023 Annual Report for a discussion of the assumptions used in calculating these amounts. The amounts reflect the value of equity retainers issued by the Company in 2023, and, as discussed in “Election to Defer Compensation” below, may have been deferred by the director for receipt in a subsequent year. |

  127. 2023 Non-Employee Director Compensation

    | (3) The amounts shown represent the above-market earnings during 2023 on nonqualified deferred compensation. |

  128. 2023 Non-Employee Director Compensation

    | (4) The amounts shown reflect matches by the Company for qualifying charitable contributions made by the directors. |

  129. 2023 Non-Employee Director Compensation

    | (5) Mr. Sharma was elected to the Board effective June 9, 2023, and was subsequently appointed as a committee member effective July 24, 2023. Since Mr. Sharma joined the Board after the Company’s annual meeting of shareholders, he did not receive the annual non-employee director equity retainer. |

  130. 2023 Non-Employee Director Compensation

    | (6) Mr. Soderstrom did not stand for re-election at the Company’s annual meeting of shareholders on May 1, 2023, and ceased to be a director of the Company following the 2023 annual meeting. |

  131. Compensation Philosophy and Objectives

    | • | Attract and Retain Highly Qualified Executives. Attract and retain highly qualified executive officers using a competitive pay package, with target total compensation positioned around the market median and opportunities to earn higher levels of total compensation through performance-based incentives. |

  132. Compensation Philosophy and Objectives

    | • | Pay for Performance. A majority of executive officer compensation is “at-risk” and granted in the form of short-term and long-term incentives. This approach ties executive compensation to the achievement of key financial and operational objectives and creates a strong link between executive officers’ pay and Evergy’s performance. |

  133. Compensation Philosophy and Objectives

    | • | 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 equity-based compensation with long-term vesting that rewards growth and sustained profitability and the creation of shareholder value. |

  134. Independent Compensation Consultant

    Independent Compensation Consultant For 2023, the Compensation and Leadership Development Committee retained Meridian to evaluate and provide advice with respect to our executive compensation program. At the Committee’s request, Meridian reviewed the Company’s executive compensation and benefit programs, advised on potential peer companies, analyzed base salaries and variable pay relative to market data and peer companies, advised on compensation practices of peer companies and performed other activities related to executive compensation as requested by the Committee. Meridian neither determined, nor recommended, the amount of any executive’s compensation. The Committee retains the sole authority to select, retain, direct, or dismiss any executive compensation consultant engaged by the Committee. In addition, annually, the Committee reviews the performance of any compensation consultant engaged by the Committee and confirms that any such consultant remains independent and free from conflicts of interest that would prevent the consultant from independently representing the Committee.

  135. Role of Peer Group

    Role of Peer Group The Committee evaluates the Company’s compensation program against peer companies because the Committee believes that peer companies represent the types of companies with which Evergy competes for executive-level talent and capital and that have similar businesses as Evergy. To select the peer companies, the Committee identifies companies with a size and business mix similar to the Company and then assesses those potential peer companies by annual revenues, market value and percentage of total revenues from regulated electric operations, among other factors. The Committee used the following peer group in connection with 2023 compensation decisions, which was the same peer group used in 2022.

  136. Role of Peer Group

    | Alliant Energy Corporation | DTE Energy Company | Pinnacle West Capital Corporation | | Ameren Corporation | Entergy Corporation | Portland General Electric Company | | Black Hills Corporation | Eversource Energy | PPL Corporation | | CenterPoint Energy, Inc | NiSource Inc. | WEC Energy Group, Inc. | | CMS Energy Corporation | OGE Energy Corp. | Xcel Energy Inc. |

  137. Cash Compensation

    Annual Incentive Plan Our AIP is a “short-term incentive plan” and is based upon a mix of financial and operational metrics that the Committee believes drive the creation of shareholder value and customer satisfaction. Because of their extensive knowledge of the Company and its operations, management recommends objectives in the AIP to the Committee. The Committee reviews management’s recommendations and provides input and feedback, as appropriate, and final recommendations are reviewed and approved by the Committee. As part of the review, the Committee analyzes risks associated with the AIP. In establishing final objectives and targets, the Committee seeks to ensure that:

  138. Cash Compensation

    The 2023 AIP provided for financial, safety, operational and customer experience objectives. Financial objectives had a weighting of 65%, safety objectives had a weighting of 12.5%, operations objectives had a weighting of 15%, and customer experience objectives had a weighting of 7.5%. A modifier related to DE&I objectives was also included and could affect the weighted payout by plus or minus 10%. The AIP provides for 100% payout for target performance for each objective, 50% for threshold performance, 150% for stretch performance, and 200% for maximum or superior 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. Additional information and results for the 2023 AIP are described below.

  139. Cash Compensation

    | Objective | Measure | Incremental Weight % | Weight % | Threshold 50% | Target 100% | Stretch 150% | Superior 200% | Actual Result | Weighted Payout | | 1. Financial | Adjusted EPS for Incentive Compensation | | 32.5% | $3.45 | $3.65 | $3.80 | $3.95 | $3.55 | 24.4% | | | Adjusted NFOM (Non-Fuel Operating and Maintenance) Expense for Incentive Compensation | | 32.5% | $999.7 | $962.5 | $938.60 | $914.5 | $918.3 | 62.4% | | 2. Safety | DART (Days Away, Restricted, or Transferred Rate) | 9.375% | 12.5% | 0.69 | 0.46 | 0.32 | 0.18 | 0.89 | 0.0% | | | PVAR (Preventable Vehicle Accident Rate) | 3.125% | | 1.20 | 1.10 | 1.00 | 0.90 | 1.71 | 0.0% | | | | | | Safety payout reduced by 50% of performance in the event of a fatality. | | | | | | | 3. Operations | SAIDI (System Average Interruption Duration Index) | 3.750% | 7.5% | 112 | 105 | 98 | 93 | 94 | 7.1% | | | SAIFI (System Average Interruption Frequency Index) | 3.750% | | 1.10 | 1.05 | 1.00 | 0.95 | 1.01 | 5.3% | | | Unplanned Commercial Availability Factor | | 7.5% | 89% | 93% | 95% | 96% | 94% | 7.5% | | 4. Customer Experience | JD Power; Residential Customer Satisfaction (absolute) | 1.500% | 7.5% | 731.0 | 740.0 | 749.0 | 753.0 | 705.9 | 0.0% | | | JD Power; Residential Customer Satisfaction (relative) | 1.500% | | 9 | 5 | 3 | 1 | 12 | 0.0% | | | Business Customer Satisfaction Surveys | 2.250% | | 8.84 | 8.89 | 8.94 | 8.97 | 8.73 | 0.0% | | | Call Center Survey | 2.250% | | 4.21 | 4.31 | 4.41 | 4.46 | 4.22 | 1.2% | | | Weighted Achievement % | | 100.0% | | | | | | 107.9% |

  140. Cash Compensation

    Overview of Changes for 2023 from 2022. For 2023, the Committee made a few changes to the AIP scorecard. Those changes included replacing Commercial Availability Factor with Unplanned Commercial Availability factor, which removes planned outages from the measure. The “Customer Experience” basket of measures were also modified. The J.D. Power Residential Customer Satisfaction was modified to include both the absolute score and ranking amongst the Midwest Large utility peer group. Both the Online Accounts and customers Enrolled for Outage Notifications were removed. Other changes included removing the 5-year Plan Key Performance Indicator modifier. Each of the elements of the 2023 AIP scorecard are discussed below. Financial Metric 1: Adjusted EPS for Incentive Compensation. This metric remained consistent from 2022 to 2023, ensuring alignment with executives’ interests and shareholder interests. The goals established for 2023 were calculated based on the mid-point of the Company’s publicly-disclosed earnings guidance. Threshold was set $0.20 per share below target, target was set at a level that equated to the mid-point of the range and superior was set $0.30 per share above target, with stretch being set at the mid-point between target and superior. Adjusted EPS for incentive compensation in 2023 was $3.55, resulting in a weighted payout of 24.4%. Adjusted EPS for incentive compensation is a financial measure that is not calculated in accordance with GAAP. “Adjusted EPS for incentive compensation” is calculated as EPS attributable to Evergy without (1) mark-to-market impact of non-regulated Jeffrey Energy Center economic hedges, (2) non-regulated energy marketing costs related to a February 2021 winter weather event, (3) customer refunds related to corporate-owned life insurance (“COLI”) rate credits, (4) electric subdivision rebate program costs refund, (5) short-term incentive compensation expense above or below the amount of budget, and (6) the tax benefits attributable to these items. See Appendix B to this proxy statement for a reconciliation of this measure to EPS attributable to Evergy, the most directly comparable measure computed in accordance with GAAP. Our calculation of Adjusted EPS for purposes of determining executive compensation may differ from similarly titled financial measures that we publicly disclose. Financial Metric 2: Adjusted NFOM Expense for Incentive Compensation. Non-fuel operating and maintenance (“NFOM”) expense impacts the Company’s financial results, and realizing NFOM expense savings is a key component of the Company business strategy. 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 rates, prudently-incurred costs to provide utility service, plus a reasonable return on invested capital. Accordingly, NFOM expenses, which are manageable, impact the Company’s financial results, and the Company’s business plan seeks to realize NFOM expense savings. Considering the importance of effectively managing NFOM on Evergy’s overall financial performance, the Company weighted this metric as 32.5% of the AIP for 2023. “Adjusted non-fuel operating and maintenance expense for incentive compensation” is a financial measure that is not calculated in accordance with GAAP. Adjusted non-fuel operating and maintenance expense for incentive compensation, as used by the Company, is calculated as operating and maintenance expense less (1) non-regulated energy marketing costs related to a February 2021 winter weather event and (2) short-term incentive compensation expenses. The target amount of adjusted NFOM expense for incentive compensation as defined above, was set at the 2023 budget. Actual adjusted NFOM expense for incentive compensation resulted in a 62.4% weighted payout for this metric. See Appendix B to this proxy statement for a reconciliation of this measure to operating and maintenance expense, the most directly comparable measure computed in accordance with GAAP. Safety Metric 1 – DART. The Days Away, Restricted, or Transferred Rate (“DART”) is intended to incentivize maintaining a safety-conscious work environment and measures the percentage of working days that were missed due to injuries. This performance metric is valued at 75% of the overall safety metric, which is weighted at 12.5% of the AIP scorecard. The overall safety performance weighted at 12.5% would be reduced by 50% of performance in the event of a fatality. The targets for 2023 were set based on industry benchmarks and historical Company performance. The Company DART of 0.89 in 2023 resulted in no payout for this metric. Safety Metric 2 – PVAR. The Preventable Vehicle Accident Rate (“PVAR”) is intended to incentivize proactively maintaining a safe work environment with vehicles and is a measure of preventable vehicle accidents. This performance metric is valued at 25% of the overall safety metric, which is weighted at 12.5% of the AIP scorecard. The Company PVAR was 1.71 in 2023, resulting in no payout for this metric. Operations Metric 1 – SAIDI. System average interruption duration index (“SAIDI”) is an objective system reliability metric created by the Institute of Electrical and Electronics Engineers (“IEEE”) that measures, in minutes, the average outage duration for each customer that experienced an outage. The Committee used recent historical performance to establish target performance, with the superior goal within top quartile benchmarked performance. The Company’s SAIDI result in 2023 was 94 minutes, resulting in a 7.1% weighted payout for this metric. Operations Metric 2 – SAIFI. System average interruption frequency index (“SAIFI”) is an objective system reliability metric created by the IEEE that measures the average outage interruptions per customer annually. The Committee used recent historical performance to establish target performance with stretch and superior performance requiring steady improvement. The Company achieved a SAIFI result of 1.01 outage interruptions per customer, resulting in a 5.3% weighted payout for this metric. Operations Metric 3 – Unplanned Commercial Availability Factor. Unplanned Commercial Availability Factor is a measure of our generating fleet being available to the market, excluding planned outages, when market prices are favorable. This measure supports the Company’s initiative of keeping costs affordable for our customers. The Committee used industry benchmarks to set performance levels. The Company’s Unplanned Commercial Availability Factor was 94%. The Committee capped the performance of this metric at 100% achievement due to removing an outage at Jeffrey Units 1 and 2, to perform rotor inspections following a failure at Unit 3, resulting in a 7.5% weighted payout for this metric. Customer satisfaction and the customer experience is important to the Company, and for 2023, the Committee refined the customer experience metric to include four measures as discussed below. The Customer Experience metric had a weighting of 7.5% of the AIP scorecard. Customer Experience Metric 1 – Residential Customer Satisfaction (absolute score). Residential Customer Satisfaction is a measure of residential customer satisfaction factoring in power quality and reliability, price, billing and payment, corporate citizenship, communications, and customer care as computed by J.D. Power. The Residential Customer Satisfaction target for 2023 was based on maintaining 2022 absolute score performance while litigating general rate reviews in our Kansas jurisdiction and navigating mandated residential time-of-use rates in our Missouri jurisdiction. The Company’s absolute J.D. Power score was 705.9, resulting in no payout for this metric.

  141. Cash Compensation

    | Name | Base Salary ($) | 2023 Incentive Award at Target (Percent of Annual Base Salary) | 2023 Actual Award As a Percent of Target bonus | 2023 Annual Award Paid ($) | | Mr. David A. Campbell President and Chief Executive Officer | 1,056,000 | 125% | 107.9% | 1,424,280 | | Mr. Kirkland B. Andrews Executive Vice President and Chief Financial Officer | 726,500 | 100% | 107.9% | 783,894 | | Mr. Kevin E. Bryant Executive Vice President and Chief Operating Officer | 637,500 | 80% | 107.9% | 550,290 | | Mr. Charles A. Caisley Senior Vice President, Public Affairs and Chief Customer Officer | 532,500 | 65% | 107.9% | 373,442 | | Ms. Heather A. Humphrey Senior Vice President, General Counsel and Corporate Secretary | 541,000 | 65% | 107.9% | 379,484 |

  142. Equity Compensation

    Equity Compensation General The Committee approves long-term incentive compensation for our officers who are in positions to make positive contributions to our long-term performance and to create shareholder value. The Committee believes RSUs accomplish our long-term executive compensation program objectives because they:

  143. Equity Compensation

    | • | align the interests of management directly with those of our shareholders; |

  144. Equity Compensation

    | • | focus management’s efforts on performance that will create long-term shareholder value and sustain increases in the price of our common stock and our ability to pay dividends; |

  145. Equity Compensation

    | • | provide a competitive long-term incentive opportunity; |

  146. Equity Compensation

    | • | offer clear, transparent accounting; and |

  147. Equity Compensation

    | • | provide a retention incentive for key employees because the RSUs vest over time and will be forfeited in whole or in part if an officer’s employment terminates prior to vesting. |

  148. Equity Compensation

    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 has any right to be granted awards. The Committee grants equity incentives generally effective within the first few business days in March of each year and uses a mix of time-based RSUs (25% for 2023) and performance-based RSUs (75% for 2023) that are paid on the basis of the attainment of performance goals and satisfaction of other standard criteria. RSUs generally “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 date. Accumulated dividend equivalents on performance-based RSUs are paid in cash at the same time as the vesting of the earned performance-based RSUs, if any. Dividend and/or dividend equivalents accrued on all time-based RSUs are reinvested during the vesting period and are subject to the same restrictions as the associated restricted stock unit. Performance-based RSUs can be earned at the end of the performance period from 0% to 200% of the target number of RSUs granted, depending on actual performance. The performance is measured over a three-year performance period beginning on January 1 of the grant year and ending on December 31 of the second year following the grant year. Performance is measured on a calendar year basis to align with Evergy’s fiscal year. Accordingly, at the end of any given calendar year, the performance objective related to performance-based units may be satisfied, but the performance-based units will not vest, if at all, until the following March, subject to satisfaction of the award terms. The 2023 performance-based RSUs contained three performance objectives. (1) Evergy’s TSR relative to the companies included in the EEI Index over the three-year performance period (60% performance-based weighting), (2) Evergy’s 3-year cumulative adjusted EPS relative to the Company’s long-term financial plan (33.3% performance-based weighting) and, (3) an environmental component that focuses on renewable energy generation (6.7% performance-based weighting). The environmental objective was added in 2022 to align with our stated environmental targets and our long-term business strategy. Specific performance targets, as shown below, were set by the Committee; if actual performance falls between the specified performance levels, linear interpolation will be used to determine payouts. All performance objectives described below are tied to the Company’s long-term strategic plan. To appropriately balance absolute TSR performance and relative performance, any payout related to the relative TSR measure for the performance period would be capped at 100% achievement if Evergy’s absolute TSR performance is negative.

  149. Equity Compensation

    | Performance Objective 1 — Relative Total Shareholder Return | Weighting (Percent) | Threshold (25%) | Target (100%) | Stretch (150%) | Superior (200%) | | Three Year Relative TSR versus Companies in the EEI Index | 60.0% | 25th Percentile | 50th Percentile | 70th Percentile | 90th Percentile |

  150. Equity Compensation

    The EPS targets shown below are based on September 2021 Investor Day EPS targets.

  151. Equity Compensation

    | Performance Objective 2 — Three Year Cumulative Adjusted EPS | Weighting (Percent) | Threshold (30%) | Target (100%) | Stretch (150%) | Superior (200%) | | Targets are percentage annual growth/ dollar amount of 3-yr cumulative EPS | 33.3% | $11.51 | $12.02 | $12.33 | $12.64 |

  152. Equity Compensation

    The environmental targets were based on renewable generation needs identified in Evergy’s most recent IRP. The Committee shall have the authority and discretion to determine performance outcomes between the various performance criteria and may revisit the targets if there are material changes from Evergy’s most recent IRP.

  153. Equity Compensation

    | Performance Objective 3 — Environmental | Weighting (Percent) | Threshold (30%) | Target (100%) | Stretch (150%) | Superior (200%) | | Additional wind and solar generation (either new development or PPA buy-ins) | 6.7% | 380 megawatts under construction and or in-service (or under contract for purchased power agreement buy-in) by year-end 2025 | 381-635 megawatts are under contract or placed in-service by year-end 2025 (new development or purchased power agreement buy-in) | 635 megawatts are placed in-service with an additional 0-300 megawatts under contract by year-end 2025 (new development or purchased power agreement buy-in) | 800 megawatts are placed in-service, with 450 megawatts or more under contract by year-end 2025 (new development or purchased power agreement buy-in) |

  154. Equity Compensation

    Shown below are equity incentives granted to each of our NEOs in 2023. For 2023, 25% of the NEOs’ annual long-term incentive award was in the form of time-based RSUs and, to incentivize performance and align the NEOs’ interests with those of shareholders, 75% was in the form of performance-based RSUs.

  155. Equity Compensation

    | | 2023 Time-Based RSUs | | 2023 Performance-Based RSUs (Target) | | | Name | Dollars | Units(1) | Dollars | Units(1) | | Mr. Campbell | 1,188,000 | 19,415 | 3,564,000 | 58,245 | | Mr. Andrews | 381,413 | 6,234 | 1,144,238 | 18,700 | | Mr. Bryant | 334,688 | 5,470 | 1,004,063 | 16,409 | | Mr. Caisley | 206,344 | 3,373 | 619,031 | 10,117 | | Ms. Humphrey | 202,875 | 3,316 | 608,625 | 9,947 |

  156. Equity Compensation

    | (1) The number of units is calculated using the average closing price of our common stock for the calendar month immediately preceding the grant date that occurs on or around the first business day in March, or $61.19 per share for 2023. |

  157. 2021 Performance-Based RSUs

    2021 Performance-Based RSUs In early 2021, performance-based RSUs were awarded to NEOs for the 2021 to 2023 performance period. The performance objectives for the 2021 performance-based RSUs were TSR relative to the companies included in the EEI Index over the three-year performance period (67.0% performance-based weighting) and Evergy’s 3-year cumulative adjusted EPS relative to the Company’s long-term financial plan (33.0% performance-based weighting). Payouts for the 2021 performance-based RSUs were earned according to the following schedules:

  158. 2021 Performance-Based RSUs

    | Performance Objective 1 – Total Shareholder Return | Weighting (Percent) | Threshold (30%) | Target (100%) | Stretch (150%) | Superior (200%) | | Three Year TSR versus Companies in the EEI Index | 67.0% | 30th Percentile | 50th Percentile | 70th Percentile | 90th Percentile |

  159. 2021 Performance-Based RSUs

    The EPS targets shown below were based on Sustainability Transformation Plan (STP) that was announced in Q3 of 2020.

  160. 2021 Performance-Based RSUs

    | Performance Objective 2 – Three Year Cumulative Adjusted EPS | Weighting (Percent) | Threshold (30%) | Target (100%) | Stretch (150%) | Superior (200%) | | Targets are a dollar amount of 3-yr cumulative EPS | 33.0% | $9.49 | $10.54 | $11.065 | $11.59 |

  161. 2021 Performance-Based RSUs

    In March 2024, a payout equal to 73.0% of the target number of shares granted was earned for the 2021 to 2023 performance period. As a result, our NEOs earned the number of shares noted in the table below.

  162. 2021 Performance-Based RSUs

    | Name | Target Amount at Grant (#) | Vested Amount (#) | Value Realized on Vesting ($)(1) | Accrued Dividends ($) | | Mr. Campbell | 58,694 | 42,847 | 2,236,613 | 299,393 | | Mr. Andrews | 19,818 | 14,467 | 755,177 | 101,088 | | Mr. Bryant | 17,412 | 12,711 | 663,514 | 88,818 | | Mr. Caisley | 8,508 | 6,211 | 324,214 | 43,399 | | Ms. Humphrey | 10,669 | 7,788 | 406,534 | 54,419 |

  163. 2021 Performance-Based RSUs

    | (1) The value realized on vesting is calculated using the closing price of our common stock on December 31, 2023, or $52.20, which was the last day of the performance period. |

  164. Change-in-Control Severance Agreements

    Change-in-Control Severance Agreements The Committee believes that change-in-control severance agreements help 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 agreements do not provide for a “gross up” payment to cover any excise taxes that could be payable in connection with payments and benefits received under the agreement. Additional information, including a quantification of benefits that would have been received by NEOs had termination occurred on December 31, 2023, is found under the heading “Potential Payments Upon Termination or Change-in-Control” starting on page 61.

  165. Executive Severance Plan

    Executive Severance Plan Pursuant to our Executive Severance Plan (“Severance Plan”), Evergy’s Chief Executive Officer, Chief Financial Officer, President and Chief Operating Officer and any Vice President of Evergy who is appointed by the Evergy Board is entitled to certain benefits if the eligible officer’s employment is terminated by Evergy without Cause (as defined in the plan), other than in a situation that is governed by a change-in-control severance agreement. Additional information, including a quantification of benefits that would have been received by the applicable executives had termination occurred on December 31, 2023, is found under the heading “Executive Severance Plan” starting on page 63.

  166. No Employment Agreements

    No Employment Agreements All of the Company’s executive officers, including the NEOs, are employed at will.

  167. Committee Consideration of Compensation Program Risk

    | • | The performance measures for all incentive compensation programs are directly tied to Evergy’s annual and long-term financial results and/or business plans. |

  168. Committee Consideration of Compensation Program Risk

    | • | The maximum amount payable to non-officer employees under our AIP are modest and balanced. |

  169. Committee Consideration of Compensation Program Risk

    | • | The design and administration of Evergy’s Energy Partners’ incentive plan includes appropriate risk mitigators, including a mixture of formulaic funding and the discretionary allocation of individual payments by an independent oversight committee, funding based on multiple metrics and a mandatory deferral of 30% of the award. For the 2023 plan year, 70% of the award is paid in March 2024, 20% in March 2025, and 10% in March 2026. |

  170. Committee Consideration of Compensation Program Risk

    | • | The officer compensation program design provides a balanced mix of cash and equity, annual and long-term incentives and diverse performance objectives. |

  171. Committee Consideration of Compensation Program Risk

    | • | Evergy currently does not grant stock options. |

  172. Committee Consideration of Compensation Program Risk

    | • | 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. |

  173. Committee Consideration of Compensation Program Risk

    | • | Evergy has the ability to “clawback” officer annual incentive compensation and LTIP performance awards in the event of a restatement of or other inaccuracy in our financial statements in accordance with our clawback policy. |

  174. Committee Consideration of Compensation Program Risk

    | • | The officers’ AIP 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. |

  175. Committee Consideration of Compensation Program Risk

    | • | Under the relative TSR performance-based RSUs, any payout is capped at target or 100% if TSR performance is negative even if a greater award is prescribed by the performance objectives. |

  176. Compensation Governance Practices

    | • | Independent Consultant. For 2023, the Committee directly retained Meridian, an independent compensation consultant, to evaluate, and provide advice with respect to, our executive compensation program. |

  177. Compensation Governance Practices

    | • | Clawback Policy. We have the ability to recover cash incentive compensation and equity awards from senior executives in the event of a restatement of or other inaccuracy in our financial statements. |

  178. Compensation Governance Practices

    | • | “Double Trigger” Change-in-Control Agreements. Our Change-in-Control Severance Agreements have a “double trigger” that requires both a change-in-control and qualifying termination of employment prior to the payment of severance benefits, if any. |

  179. Compensation Governance Practices

    | • | No Tax “Gross-Ups” in Change-in-Control Agreements. The Change-in-Control Severance Agreements that govern future transactions do not contain any excise tax gross-up features. |

  180. Compensation Governance Practices

    | • | No Employment Agreements. We do not have employment agreements with any of our executive officers, including the NEOs. |

  181. Compensation Governance Practices

    | • | Standardized Equity Grant Schedule. Our annual equity grants occur in early March, which is after we release financial results for the prior fiscal year. In addition, equity incentives that are expressed as a dollar target are converted into equity awards using an average closing price of our stock over the preceding month, which minimizes the ability to use equity grants for speculative purposes. |

  182. Compensation Governance Practices

    | • | No Stock Options. We do not currently grant stock options. |

  183. Compensation Governance Practices

    | • | No Repricing or Backdating. If we were to grant stock options in the future, our LTIP prohibits the repricing of stock options without shareholder approval. We also do not backdate equity awards. |

  184. Summary Compensation Table

    Summary Compensation Table

  185. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Mr. David A. Campbell President and Chief Executive Officer | 2023 | 1,055,510 | — | 4,598,132 | 1,424,280 | — | 60,802 | 7,138,724 | | | 2022 | 1,029,423 | — | 4,314,667 | 1,487,063 | — | 57,164 | 6,888,316 | | | 2021 | 980,769 | 1,250,000 | 7,306,661 | 1,487,500 | — | 113,152 | 11,138,082 | | Mr. Kirkland B. Andrews Executive Vice President and Chief Financial Officer | 2023 | 726,341 | — | 1,476,304 | 783,894 | — | 138,438 | 3,124,976 | | | 2022 | 717,163 | — | 1,369,255 | 828,713 | — | 138,262 | 3,053,393 | | | 2021 | 592,308 | 1,200,000 | 4,146,489 | 833,000 | — | 125,131 | 6,896,928 | | Mr. Kevin E. Bryant Executive Vice President and Chief Operating Officer | 2023 | 637,356 | — | 1,295,422 | 550,290 | 232,068 | 82,256 | 2,797,391 | | | 2022 | 629,712 | — | 1,202,233 | 582,120 | 24,379 | 94,023 | 2,532,467 | | | 2021 | 615,000 | — | 1,306,248 | 585,480 | 146,165 | 102,974 | 2,755,867 | | Mr. Charles A. Caisley Senior Vice President, Public Affairs and Chief Customer Officer | 2023 | 532,163 | — | 798,722 | 373,442 | 231,714 | 61,682 | 1,997,724 | | | 2022 | 514,711 | — | 719,171 | 386,694 | 9,983 | 67,698 | 1,698,257 | | | 2021 | 462,154 | — | 1,275,428 | 386,750 | 156,470 | 59,082 | 2,339,884 | | Ms. Heather A. Humphrey Senior Vice President, General Counsel and Corporate Secretary | 2023 | 540,798 | — | 785,281 | 379,484 | 214,015 | 79,685 | 1,999,264 | | | 2022 | 530,202 | — | 740,810 | 398,244 | 18,115 | 74,675 | 1,762,046 | | | 2021 | 515,000 | — | 904,985 | 398,412 | 115,796 | 81,351 | 2,015,544 |

  186. Summary Compensation Table

    | (1) Mr. Campbell was hired as Evergy’s new President and Chief Executive Officer on January 4, 2021. Mr. Andrews was hired as Evergy’s Executive Vice President and Chief Financial Officer on February 22, 2021 (the “CFO Transition”). The amounts shown in this column for Mr. Campbell and Mr. Andrews reflect inducement cash bonuses granted pursuant to the offer letter for each. |

  187. Summary Compensation Table

    | (2) The amounts shown in this column generally reflect 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 2023 Annual Report, 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. The number of time-based RSUs and performance-based RSUs awarded in 2023, together with their grant date values, is disclosed in the Grants of Plan-Based Awards during 2023 on page 55. 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 with respect to the performance-based RSUs for the applicable performance period. The amounts shown in this column for 2023 reflect the values at the grant dates of time-based RSUs and performance-based RSUs based upon achieving the target level of performance, which was considered the probable outcome as of the grant date. The 2021 amounts shown for Mr. Andrews include $125,883 of common stock awarded for service as an independent non-employee director. |

  188. Summary Compensation Table

    The following table shows the aggregate grant date fair value of 2023 performance-based RSUs assuming maximum levels of performance.

  189. Summary Compensation Table

    | Name | 2023 Performance-based RSUs ($) | | Mr. Campbell | 6,962,374 | | Mr. Andrews | 2,235,324 | | Mr. Bryant | 1,961,466 | | Mr. Caisley | 1,209,346 | | Ms. Humphrey | 1,189,024 |

  190. Summary Compensation Table

    | (3) The amounts shown in this column are cash awards earned under the Evergy incentive plans. |

  191. Summary Compensation Table

    | (4) 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, or Restoration Plans, as applicable, 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 part by changes in actuarial assumptions. Following are the amounts of these items attributable to each NEO for 2023: |

  192. Summary Compensation Table

    | Name | Change in Pension Value ($) | Change in SERP ($) | Above Market Earnings on Deferred Compensation ($) | | Mr. Campbell(a) | — | — | — | | Mr. Andrews(a) | — | — | — | | Mr. Bryant | 101,109 | 127,589 | 3,370 | | Mr. Caisley | 91,968 | 138,491 | 1,255 | | Ms. Humphrey | 105,270 | 107,255 | 1,490 |

  193. Summary Compensation Table

    | (a) The pension plans were closed to new hires at KCP&L as of January 1, 2014 and Westar Energy as of May 31, 2018. Since Messrs. Campbell and Andrews’ employment began after those dates, they were not eligible to participate in the pension plans. |

  194. Summary Compensation Table

    | (5) 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, Messrs. Campbell and Andrews also receive a nonelective employer contribution of 4%; (B) employer match applying the 401(k) matching formula to deferred amounts above the IRS limits to our DCP, as described in the “Nonqualified Deferred Compensation” section of this proxy; (C) executive financial planning services; (D) parking; (E) matched charitable donations; (F) executive health physicals; and (G) reimbursement for transition expenses pursuant to the offer letter for Mr. Andrews. All amounts shown are in dollars and any variance from the offer letter is due to imputed income timing. |

  195. Summary Compensation Table

    | Name | (A) | (B) | (C) | (D) | (E) | (F) | (G) | Total | | Mr. Campbell | 33,000 | — | 18,358 | 3,444 | 1,500 | 4,500 | — | 60,802 | | Mr. Andrews | 33,000 | — | — | — | — | — | 105,438 | 138,438 | | Mr. Bryant | 19,800 | 40,073 | 18,375 | 1,608 | 2,400 | — | — | 82,256 | | Mr. Caisley | 19,800 | 35,352 | 3,300 | 1,380 | 1,850 | — | — | 61,682 | | Ms. Humphrey | 19,800 | 36,555 | 16,200 | 1,380 | 1,250 | 4,500 | — | 79,685 |

  196. Summary Compensation Table

    The following table provides information with respect to plan-based awards made by Evergy in 2023. We omitted the “All Other Option Awards: Number of Securities Underlying Options” and “Exercise or Base Price of Option Awards” columns because we did not grant any stock options in 2023.

  197. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  198. Grants of Plan-Based Awards

    | | | Estimated Future 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 Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (# of shares) | Target (# of shares) | Maximum (# of shares) | | | | Mr. Campbell | February 13, 2023(1) | 660,000 | 1,320,000 | 2,640,000 | — | — | — | — | — | | | March 1, 2023(2) | — | — | — | 17,474 | 58,245 | 116,490 | — | 3,481,187 | | | March 1, 2023(3) | — | — | — | — | — | — | 19,415 | 1,116,945 | | Mr. Andrews | February 13, 2023(1) | 363,250 | 726,500 | 1,453,000 | — | — | — | — | — | | | March 1, 2023(2) | — | — | — | 5,610 | 18,700 | 37,400 | — | 1,117,662 | | | March 1, 2023(3) | — | — | — | — | — | — | 6,234 | 358,642 | | Mr. Bryant | February 13, 2023(1) | 255,000 | 510,000 | 1,020,000 | — | — | — | — | — | | | March 1, 2023(2) | — | — | — | 4,923 | 16,409 | 32,818 | — | 980,733 | | | March 1, 2023(3) | — | — | — | — | — | — | 5,470 | 314,689 | | Mr. Caisley | February 13, 2023(1) | 173,050 | 346,100 | 692,200 | — | — | — | — | — | | | March 1, 2023(2) | — | — | — | 3,035 | 10,117 | 20,234 | — | 604,673 | | | March 1, 2023(3) | — | — | — | — | — | — | 3,373 | 194,049 | | Ms. Humphrey | February 13, 2023(1) | 175,850 | 351,700 | 703,400 | — | — | — | — | — | | | March 1, 2023(2) | — | — | — | 2,984 | 9,947 | 19,894 | — | 594,512 | | | March 1, 2023(3) | — | — | — | — | — | — | 3,316 | 190,769 |

  199. Grants of Plan-Based Awards

    | (1) Reflects potential payments under our 2023 AIP, measured at the grant date. The actual amounts earned for 2023 are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table. |

  200. Grants of Plan-Based Awards

    | (2) Consists of performance-based RSUs under the LTIP, for the 2023-2025 performance period that vest on March 1, 2026. Performance-based RSUs are payable in common stock, cash, or a combination of stock and cash after the end of the performance period. 60% of RSUs granted are earned based on Evergy’s three-year TSR compared to the EEI Index, 33.3% of RSUs granted are earned based on Evergy’s cumulative adjusted EPS over the three-year performance period, and the remaining 6.7% of RSUs granted is dependent on achievement of an environmental measure based on adding renewable generation capacity. The awards can range from 0% to 200% of the target number of RSUs granted. Dividend equivalents will be paid in cash after the end of the period on the number of shares earned. The grant date fair value, which is calculated in accordance with ASC Topic 718 (excluding the effect of estimated forfeitures), reflects the target number of shares and is $61.26 per share for the 60% subject to TSR and $57.53 per share for the 40% measured according to adjusted EPS and environmental factors. |

  201. Grants of Plan-Based Awards

    | (3) Consists of time-based RSUs under the LTIP that vest on March 1, 2026. The grant date fair value, which is calculated in accordance with ASC Topic 718 (excluding the effect of estimated forfeitures) is $57.53 per share. |

  202. and Grants of Plan-Based Awards Table

    and Grants of Plan-Based Awards Table See the “Compensation Discussion and Analysis” portion of this proxy statement for further information regarding the information disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards Table.

  203. Outstanding Equity Awards at Fiscal Year-End

    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, 2023. There are no outstanding options.

  204. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)(4) | | Mr. Campbell | 105,028 | 5,482,458 | 113,424 | 5,920,733 | | Mr. Andrews | 52,818 | 2,757,101 | 36,211 | 1,890,214 | | Mr. Bryant | 30,495 | 1,591,851 | 31,784 | 1,659,125 | | Mr. Caisley | 26,670 | 1,392,176 | 19,314 | 1,008,191 | | Ms. Humphrey | 20,342 | 1,061,857 | 19,421 | 1,013,776 |

  205. Outstanding Equity Awards at Fiscal Year-End

    | (1) Includes reinvested dividends and/or dividend equivalents on RSUs that carry the same restrictions. |

  206. Outstanding Equity Awards at Fiscal Year-End

    | (2) Reflects time-based RSUs granted by Evergy, that were not vested as of December 31, 2023. 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, 2023. Also included are Evergy performance-based RSUs, which, as of December 31, 2023, were earned but not yet vested. |

  207. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Vesting Date | Number of Shares That Have Not Vested(b) | | Mr. Campbell | March 2, 2021 | March 2, 2024 | 42,847 | | | March 2, 2021 | March 2, 2024 | 21,950 | | | March 1, 2022 | March 1, 2025 | 19,940 | | | March 1, 2023 | March 1, 2026 | 20,292 | | Mr. Andrews | February 22, 2021 | February 22, 2024 (a) | 18,096 | | | March 2, 2021 | March 2, 2024 | 14,467 | | | March 2, 2021 | March 2, 2024 | 7,411 | | | March 1, 2022 | March 1, 2025 | 6,328 | | | March 1, 2023 | March 1, 2026 | 6,515 | | Mr. Bryant | March 2, 2021 | March 2, 2024 | 12,711 | | | March 2, 2021 | March 2, 2024 | 6,512 | | | March 1, 2022 | March 1, 2025 | 5,556 | | | March 1, 2023 | March 1, 2026 | 5,717 | | Mr. Caisley | March 2, 2021 | March 2, 2024 | 6,211 | | | March 2, 2021 | March 2, 2024 | 3,182 | | | August 12, 2021 | August 12, 2024 | 10,428 | | | March 1, 2022 | March 1, 2025 | 3,324 | | | March 1, 2023 | March 1, 2026 | 3,525 | | Ms. Humphrey | March 2, 2021 | March 2, 2024 | 7,788 | | | March 2, 2021 | March 2, 2024 | 3,991 | | | December 15, 2021 | December 15, 2024 | 1,674 | | | March 1, 2022 | March 1, 2025 | 3,424 | | | March 1, 2023 | March 1, 2026 | 3,466 |

  208. Outstanding Equity Awards at Fiscal Year-End

    | (a) Mr. Andrews was granted an inducement equity award of RSUs under LTIP valued at $2.6 million with the number of RSUs calculated based on the closing price of Evergy common stock upon signing his offer letter. The first tranche of RSUs vested on February 22, 2022 and the second tranche of RSUs vested on February 22, 2023. Assuming continued employment through the applicable vesting date, the third tranche of RSUs will vest on February 22, 2024. |

  209. Outstanding Equity Awards at Fiscal Year-End

    | (b) Totals may not add due to rounding. |

  210. Outstanding Equity Awards at Fiscal Year-End

    | (3) The value of the shares is calculated by multiplying the number of shares by the closing market price as of December 31, 2023, which was $52.20. |

  211. Outstanding Equity Awards at Fiscal Year-End

    | (4) Reflects, at target, performance-based RSUs granted by Evergy in 2022 and 2023. The following table summarizes the number of performance-based RSUs for each of the outstanding grants, at target, as of December 31, 2023. |

  212. Outstanding Equity Awards at Fiscal Year-End

    | Name | Performance Period | Number of Shares(a) | | Mr. Campbell | 2022-2024 | 55,179 | | | 2023-2025 | 58,245 | | Mr. Andrews | 2022-2024 | 17,511 | | | 2023-2025 | 18,700 | | Mr. Bryant | 2022-2024 | 15,375 | | | 2023-2025 | 16,409 | | Mr. Caisley | 2022-2024 | 9,197 | | | 2023-2025 | 10,117 | | Ms. Humphrey | 2022-2024 | 9,474 | | | 2023-2025 | 9,947 |

  213. Outstanding Equity Awards at Fiscal Year-End

    | (a) The number of shares actually earned for each applicable performance period is determined shortly following the end of the performance period based on achievement of the performance objectives. |

  214. Pension Benefits

    Pension Benefits Certain of our NEOs participate in our tax-qualified, non-contributory defined benefit plans, and may participate in other retirement plans depending on whether they were previously an officer of Great Plains Energy or Westar Energy. Messrs. Campbell and Andrews are not eligible for pension benefits since they were employed after closure of the pension plans in 2014 and 2018 respectively. Accordingly, neither appears in the table below. The following table sets forth, at December 31, 2023, the present value of accumulated benefits payable to each of our NEOs under the applicable plans. Additional information about the plans and assumptions follows the table.

  215. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Mr. Bryant | Evergy Retirement Plan | 20.0 | 508,254 | — | | | KCP&L SERP | 20.5 | 670,393 | — | | Mr. Caisley | Evergy Retirement Plan | 16.0 | 449,983 | — | | | KCP&L SERP | 16.0 | 501,051 | — | | Ms. Humphrey | Evergy Retirement Plan | 16.9 | 542,571 | — | | | KCP&L SERP | 16.9 | 640,340 | — |

  216. Pension Benefits

    Evergy Retirement Plan The Evergy Retirement Plan is a funded, tax-qualified, non-contributory defined benefit pension plan that resulted from the merger of previous standalone company plans. The Evergy Metro Plan of Benefits is for Evergy Metro non-union employees hired or rehired on or before December 31, 2013. In 2007, Evergy Metro non-union employees who participated in the plan were given a one-time election to remain in their existing Retirement Plan and 401(k) plan (“Old Retirement Plan”) or choose a new retirement program that includes a slightly reduced benefit accrual formula under the Evergy Retirement Plan paired with an enhanced benefit under the Evergy 401(k) plan (“Current Retirement Plan”). Mr. Bryant, Mr. Caisley, and Ms. Humphrey elected to participate in the Current Retirement Plan. Benefits under the Evergy Retirement Plan are based on the participant’s years of service and the average annual base salary over a specified period. Evergy Metro participants who elected to remain in the Old Retirement Plan and retire after they reach 65, or whose age and years of service at or after age 52 add up to 85 (the “Rule of 85”), are entitled under the Evergy Retirement Plan to a total monthly annuity for the rest of their life (a “single life” annuity) equal to 50% of their average base monthly salary for the period of 36 consecutive months in which their earnings were highest. This reflects an accrual rate of 1.67% per year, capped at 30 years of service. The 50% single life annuity will be proportionately reduced if years of credited service are less than 30. Participants may also elect to retire and receive an unreduced benefit at age 62 with at least 5 years of credited service, in which case the benefit is based on their average base monthly salary for the period of 48 consecutive months in which their earnings were highest. Participants may also elect early retirement benefits if they retire between the ages of 55 and 62; in such a case the benefit is reduced by 3% for each year that commencement precedes age 62. Participants may elect other annuity options, such as joint and survivor annuities or annuities with payments guaranteed for a period of time. The present value of each annuity option is the same; however, the monthly amounts payable under these options are less than the amount payable under the single life annuity option. Participants also may elect to receive their retirement benefits in a lump sum equal to the actuarial equivalent of a single life pension under the Evergy Metro Plan of Benefits. Participants such as Mr. Bryant, Mr. Caisley, and Ms. Humphrey, who elected the Current Retirement Plan, retained the benefit they accrued as of December 31, 2007, under the old formula with the old early retirement reductions. Participants in the Current Retirement Plan earn a benefit equal to 1.25% of their final average base earnings (averaged over 48 consecutive months), multiplied by the years of credited service earned after 2007. There is no cap on the years of credited service that can be earned. Participants under the Current Retirement Plan may begin receiving their retirement benefit at age 55, but with a 5% per year reduction for each year before age 62. There is no Rule of 85 for post-2007 accrued benefits; however, participants may receive post-2007 accrued benefits (subject to the 5% per year reduction if they retire at or after age 55 and before age 62) when they start receiving pre-2008 accrued benefits. Participants in the Current Retirement Plan may elect to receive their accrued benefits in the form of one of the annuities described in the preceding paragraph or in a lump sum. We calculated the amounts in the Present Value of Accumulated Benefit column in the Pension Benefits table above based on the same assumptions used for financial reporting purposes with respect to the Evergy Retirement Plan in our 2023 consolidated financial statements. For each NEO we calculated the present value of their accrued pension benefit as of December 31, 2023, using a discount rate of 5.34% and use of the Pension Protection Act mortality and lump sum interest rate tables. Benefits were assumed to commence at the later of the age of such officer as of December 31, 2023, or the earliest unreduced retirement age (62) and be paid in a lump sum 90% of the time and a life annuity 10% of the time. KCP&L SERP The KCP&L SERP is unfunded and provides out of general assets an amount substantially equal to the difference between the amount that would have been payable under the KCP&L Pension Plan in the absence of tax laws limiting pension benefits and earnings that may be considered in calculating pension benefits, and the amount actually payable under the KCP&L Pension Plan. For participants under the Old Retirement Plan, it adds an additional one-third percent of highest average annual base salary for each year of credited service when the executive was eligible for supplemental benefits, up to a maximum of thirty (30) years, and also makes up the difference (if any) between using a 36-month earnings averaging period and the averaging period used for the participant’s benefits under the KCP&L Pension Plan. Participants under the Current Retirement Plan receive this same benefit; however, there is no cap on the years of credited service for benefits accrued after 2007. Participants may elect the timing of the receipt of their benefits, as well as the form of their benefits (a lump sum payment or a variety of annuity options, all of which have the same present value). Mr. Bryant, Mr. Caisley, and Ms. Humphrey have elected to receive their benefits in a lump sum upon separation from service. For participants who are “specified employees” under Internal Revenue Code Section 409A and who elect payment on separation of service, payment of benefits accrued prior to 2005 will be made, or commence, when they separate from service; payment of benefits accrued after 2004 will be made, or commence, on the first business day of the seventh calendar month following their separation from service. The present value of the accumulated benefits under the KCP&L SERP with respect to each of the participant NEOs is based on the following assumptions: retirement at the later of the age of such officer as of December 31, 2023, or age 62, full vesting of accumulated benefits, a discount rate of 5.43% and use of the Pension Protection Act mortality and lump sum interest rate tables.

  217. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  218. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($)(1) | Aggregate Balance at Last FYE ($)(4) | | Mr. Campbell | — | — | — | — | — | | Mr. Andrews | — | — | — | — | — | | Mr. Bryant | 19,125 | 40,073 | 41,097 | — | 819,159 | | Mr. Caisley | 53,255 | 35,352 | 16,784 | (79,595) | 402,401 | | Ms. Humphrey | 54,096 | 36,555 | 21,810 | (214,359) | 498,045 |

  219. Nonqualified Deferred Compensation

    | (1) The entire amount shown for each NEO is included in the 2023 salary and non-equity incentive plan compensation information shown for such person in the Summary Compensation Table. To provide consistency with the Summary Compensation Table, this table shows deferrals of compensation earned in 2023 (whether paid in 2023 or 2024). Mr. Campbell and Mr. Andrews did not participate in the Non-Qualified Deferred Compensation Plan in 2023. The amounts of 2023 salary deferred are: Mr. Bryant $19,125; Mr. Caisley $53,255; and Ms. Humphrey $54,096. The amounts of 2023 deferred non-equity incentive award compensation paid in 2024 are: Mr. Bryant $16,509; Mr. Caisley $37,344; and Ms. Humphrey $37,948. Mr. Caisley and Ms. Humphrey received payments of their respective deferred compensation in the amounts shown. |

  220. Nonqualified Deferred Compensation

    | (2) The entire amount shown in this column for each NEO is included in the amount shown for each NEO in the “All Other Compensation” column in the Summary Compensation Table. |

  221. Nonqualified Deferred Compensation

    | (3) Only the above-market earnings are reported in the Summary Compensation Table. The above-market earnings were: Mr. Bryant, $3,370; Mr. Caisley, $1,255; and Ms. Humphrey $1,490. |

  222. Nonqualified Deferred Compensation

    | (4) The following amounts reported in this column were reported as compensation to the NEOs in the Summary Compensation Table for previous years: Mr. Bryant, $163,856 (2022) and $154,243 (2021); Mr. Caisley, $135,951 (2022) and $125,951 (2021); Ms. Humphrey, $69,321 (2021) (Ms. Humphrey was not a NEO in 2022). |

  223. Nonqualified Deferred Compensation

    Our DCP is a nonqualified and unfunded plan. It allows officers, including our NEOs, to defer the receipt of compensation. All participants can defer up to 50% of their January 1 base salary and up to 100% of awards under the AIP. A participant may receive a matching contribution in an amount equal to 100% of the first 6% of the base salary and AIP deferred, reduced by the amount of the matching contribution made for the year to the participant’s 401(k) account. An earnings rate is applied to the deferral amounts. This rate is determined annually by the Committee and for 2023 was based on Moody's Long Term Corporate Bond Yield for Baa-rated corporate bonds. The rate was set at 5.69% for 2023 and this interest rate applies to all deferral amounts, compounded daily. Prior to rendering the services to which deferred compensation relates, participants must elect to have the deferred compensation paid either at a specified date or upon separation from service. For participants, such as our NEOs, who are “specified employees” under Internal Revenue Code Section 409A and who elect payment on separation of service, payment will be made, or commence, on or after the first business day of the seventh calendar month following their separation from service. Mr. Campbell and Mr. Andrews elected not to participate in the DCP.

  224. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control In 2019, the Committee implemented change-in-control agreements, which were subsequently amended and restated in 2023 to conform to the new Nasdaq listing standard implementing the SEC’s Dodd-Frank rules covering the recovery of erroneously awarded incentive-based compensation (“Mandatory Clawback Policy”). For information on why the Committee believes change-in-control agreements are necessary and in the best interests of shareholders, see “Compensation Discussion and Analysis — Summary and Analysis of Executive Compensation — Change-in-Control Severance Agreements” above. Please refer to our 2023 Annual Report in Part IV – Item 15 – Exhibit 97 for a copy of Evergy’s updated Mandatory Clawback Policy.

  225. Potential Payments Upon Termination in Connection with a Change-in-Control

    Potential Payments Upon Termination in Connection with a Change-in-Control

  226. Potential Payments Upon Termination in Connection with a Change-in-Control

    | Benefit(1)(2) | Mr. Campbell ($) | Mr. Andrews ($) | Mr. Bryant ($) | Mr. Caisley ($) | Ms. Humphrey ($) | | Two Times Salary | — | 1,453,000 | 1,275,000 | 1,065,000 | 1,082,000 | | Three Times Salary | 3,168,000 | — | — | — | — | | Two Times Bonus | — | 1,666,000(3) | 1,219,714 | 625,546 | 898,008 | | Three Times Bonus | 4,462,500(3) | — | — | — | — | | Annual Bonus | 1,320,000 | 726,500 | 510,000 | 346,125 | 351,650 | | Retirement Benefit Enhancement(4) | 99,000 | 66,000 | 240,128 | 209,934 | 697,398 | | Performance Share (Units) Vesting(5) | 8,984,560 | 2,924,714 | 2,568,031 | 1,452,308 | 1,570,698 | | Restricted Stock (Units) Vesting(6) | 3,245,865 | 2,001,917 | 928,349 | 1,067,970 | 655,304 | | Health and Welfare(7) | 101,864 | 73,532 | 72,935 | 74,917 | 73,517 | | Accrued Vacation | 46,708 | 29,339 | 43,522 | 18,689 | 20,808 | | Total | 21,428,497 | 8,941,002 | 6,857,679 | 4,860,489 | 5,349,383 |

  227. Potential Payments Upon Termination in Connection with a Change-in-Control

    | (1) The NEOs receive two times (three times for CEO) their highest annual base salary during the twelve-month period prior to the date of termination. |

  228. Potential Payments Upon Termination in Connection with a Change-in-Control

    | (2) The NEOs receive two times (three times for CEO) their average annualized annual incentive compensation awards. |

  229. Potential Payments Upon Termination in Connection with a Change-in-Control

    | (3) As Mr. Campbell and Mr. Andrews did not receive any bonus payout prior to 2022, it is not possible to calculate their historical average bonus for purposes of determining their cash severance benefit. Therefore, the 2022 bonus payout for the 2021 plan year was assumed for this calculation. |

  230. Potential Payments Upon Termination in Connection with a Change-in-Control

    | (4) For Mr. Bryant and Mr. Caisley, the amounts reflect the present value of the benefit arising from an additional two years of service credited in both the Evergy, Inc. Retirement Plan and the SERP or Retirement Restoration Plan upon a change-in-control. For Mr. Campbell and Mr. Andrews, the amounts reflect additional years of all non-elective and/or matching contributions that would have been in contributed in the applicable 401(k) plan. Mr. Campbell receives the value of three additional years, and Mr. Andrews receives the value of two additional years. |

  231. Potential Payments Upon Termination in Connection with a Change-in-Control

    | (5) In the event of a “change-in-control” and termination of employment without Cause or for good reason, the LTIP provides that all performance-based RSUs and performance share grants are deemed to have been fully earned. The amounts shown reflect the aggregate target number of performance-based RSUs, valued at the $52.20 closing price of our stock on December 31, 2023, plus accrued cash dividends. |

  232. Potential Payments Upon Termination in Connection with a Change-in-Control

    | (6) In the event of a change-in-control and termination of employment without Cause or for good reason, the LTIP provides that all restrictions on restricted stock and RSU grants are removed. The amounts shown reflect the aggregate number of restricted stock (unit) grants outstanding as of December 31, 2023, plus reinvested dividends carrying the same restrictions, valued at the $52.20 closing price of our stock on December 31, 2023. |

  233. Potential Payments Upon Termination in Connection with a Change-in-Control

    | (7) The amounts include medical, accident, disability and life insurance for two years following termination and are estimated based on the current premiums for medical coverage and premiums for private insurance coverage for the individuals, as well as for financial advisory services for one year. |

  234. Pay versus Performance Table

    Pay versus Performance Table The following table provides information with respect to pay versus performance that depicts the relationship between compensation “actually paid” to NEOs and “financial performance” over the last four fiscal years (2023, 2022, 2021, and 2020).

  235. Pay versus Performance Table

    | | | | | | | | Value of initial Fixed $100 Investment based on: | | | | | Year | Summary Compensation Table Total Compensation for CEO-1 (David Campbell)(1) ($) | Compensation Actually Paid to CEO-1 (David Campbell)(4)(5) ($) | Summary Compensation Table Total Compensation for CEO-2 (Terry Bassham)(2)(6) ($) | Compensation Actually Paid to CEO-2 (Terry Bassham)(4)(5)(6) ($) | Average Summary Compensation Table Total Compensation for Other NEOs(3)(6) ($) | Average Compensation Actually Paid to Other NEOs(5) ($) | Evergy’s Cumulative TSR(7) ($) | Peer Group TSR(8) ($) | Net Income(9) ($) | Relative Total Shareholder Return Rank(10) | | 2023 | 7,138,724 | 1,050,503 | | | 2,479,839 | 891,148 | 93 | 114 | 743,600,000 | 27th percentile rank | | 2022 | 6,888,316 | 5,917,556 | | | 2,330,857 | 1,572,392 | 108 | 127 | 765,000,000 | 14th percentile rank | | 2021 | 11,138,082 | 14,514,047 | 120,175 | (2,145,521) | 3,462,946 | 4,230,234 | 113 | 125 | 891,900,000 | 86th percentile rank | | 2020 | | | 8,999,456 | 5,338,893 | 2,710,599 | 1,873,812 | 88 | 103 | 630,000,000 | 47th percentile rank |

  236. Pay versus Performance Table

    | (1) The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Campbell (CEO-1) for each corresponding year in the “Total” column of the Summary Compensation Table for each year during which he served as Chief Executive Officer. The values for Mr. Campbell shown in this column in 2021 include an inducement cash bonus and equity award, both received pursuant to his offer letter. Specifically, Mr. Campbell received an inducement cash bonus of $1,250,000 and an inducement equity award of RSAs under the LTIP valued at $3,000,000. |

  237. Pay versus Performance Table

    | (2) The dollar amounts reported in this column are the amounts of total compensation reported for Terry Bassham, Evergy’s former President and Chief Executive Officer (CEO-2), for each corresponding year in the “Total” column of the Summary Compensation Table for each year during which he served as Chief Executive Officer. |

  238. Pay versus Performance Table

    | (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company's NEOs as a group (excluding the Chief Executive Officer) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) 2023: Mr. Andrews, Mr. Bryant, Mr. Caisley, and Ms. Humphrey; (ii) 2022: Mr. Andrews, Mr. Bryant, Mr. Caisley, Ms. Humphrey, and Greg Greenwood, former Executive Vice President and Chief Strategy Officer; (iii) 2021: Mr. Andrews, Mr. Bryant, Mr. Caisley, Mr. Greenwood, and Tony Somma, former Executive Vice President and Chief Financial Officer; and (iv) 2020: Mr. Bryant, Mr. Greenwood, Ms. Humphrey, and Mr. Somma. |

  239. Pay versus Performance Table

    | (4) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation reported in the table above for each year to determine compensation actually paid: |

  240. Pay versus Performance Table

    | | 2023 | | 2022 | | 2021 | | | 2020 | | | | Average Other NEOs | CEO-1 (Campbell) | Average Other NEOs(a) | CEO-1 (Campbell) | Average Other NEOs(b) | CEO-1 (Campbell) | CEO-2 (Bassham)(c) | Average Other NEOs | CEO-2 (Bassham) | | Reported Summary Compensation Table Totals | 2,479,839 | 7,138,724 | 2,330,857 | 6,888,316 | 3,462,946 | 11,138,082 | 120,175 | 2,710,599 | 8,999,456 | | Calculations/Adjustments | | | | | | | | | | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable fiscal year (“FY”) | 1,088,932 | 4,598,132 | 954,315 | 4,314,667 | 1,510,377 | 7,306,661 | 0 | 965,327 | 5,812,071 | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value” and “Change in SERP” amounts Column of the Summary Compensation Table for Applicable FY | 167,921 | 0 | 50,409 | 0 | 90,855 | 0 | 0 | 512,322 | 529,208 | | Increase based on ASC 718 for the Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End | 649,810 | 2,700,802 | 781,549 | 4,122,554 | 2,117,444 | 9,200,902 | 0 | 640,409 | 3,103,464 | | Increase based on ASC 718 for the Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY | 0 | 0 | 4,770 | 0 | 0 | 1,236,215 | 0 | 0 | 0 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End | (1,104,217) | (4,358,420) | (444,733) | (1,025,593) | 347,084 | 0 | 1,271,479 | (187,423) | (1,015,362) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY | (30,360) | (193,333) | (98,739) | (102,342) | 3,500 | 0 | (38,248) | 17,272 | 230,844 | | Deduction based on ASC 718 Fair Value for Awards Granted during Prior FY that were Forfeited during Applicable FY | 0 | 0 | (184,311) | 0 | (259,629) | 0 | (3,533,976) | 0 | 0 | | Increase for Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | 74,554 | 360,862 | 53,037 | 349,288 | 48,842 | 245,509 | 35,048 | 42,081 | 191,327 | | Increase for Incremental Fair Value of Options/SARs Modified during Applicable FY | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | 78,376 | 0 | 134,685 | 0 | 111,279 | 0 | 0 | 128,523 | 170,443 | | Total Adjustments per Fiscal Year | (1,588,691) | (6,088,221) | (758,465) | (970,761) | 767,288 | 3,375,965 | (2,265,697) | (836,787) | (3,660,563) | | Compensation Actually Paid per Fiscal Year | 891,148 | 1,050,503 | 1,572,392 | 5,917,556 | 4,230,234 | 14,514,047 | (2,145,521) | 1,873,812 | 5,338,893 |

  241. Pay versus Performance Table

    | (a) The 2022 Summary Compensation Table Average Total Compensation for the Other NEOs includes the following one-time payments related to Mr. Greenwood’s departure from the Company: $1.18 million of cash severance to be paid in connection with his termination by the Company without Cause pursuant to the Executive Severance Plan. |

  242. Pay versus Performance Table

    | (b) The 2021 Summary Compensation Table Average Total Compensation for the Other NEOs includes the following one-time payments related to the CFO Transition: (i) Mr. Andrews: a cash bonus of $1.2 million and an award of RSUs valued at $2.6 million granted as an inducement to join the Company as Chief Financial Officer and to compensate him for forfeited awards at his prior employer; and (ii) Mr. Somma: a cash payment of $2.92 million in connection with his Termination without Cause after a change-in-control pursuant to the Westar Energy amended and restated change in control agreement. |

  243. Pay versus Performance Table

    | (c) The 2021 Compensation Actually Paid to Mr. Bassham reflects the forfeiture of nearly forty-percent of his 2019 RSU grants and over seventy-percent of his 2020 RSU grants in connection with his retirement on January 4, 2021, in accordance with the terms of the applicable award agreements. |

  244. Pay versus Performance Table

    | (5) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our Chief Executive Officer and the average amount of “compensation actually paid” to our NEOs as a group (excluding our Chief Executive Officer) in each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our Chief Executive Officer or other NEOs during the applicable year. Refer to the table above entitled “Calculation of Compensation Actually Paid” for the adjustments made to the total compensation reported for each year to determine the compensation actually paid as reported in accordance with the requirements of Item 402(v) of Regulation S-K. Assumptions made in the valuation of performance-based RSUs that vest based on Evergy’s relative TSR reflected in the calculation of Compensation Actually Paid are as follows: |

  245. Pay versus Performance Table

    | | Fair Value at 12/31/2020 | | | | | Expected Stock Price Volatility | Dividend Yield | Risk-Free Interest Rate | | 2019 grant | 49% | 3.86% | 0.10% | | 2020 grant | 36% | 3.86% | 0.13% |

  246. Pay versus Performance Table

    | | Fair Value at 12/31/2021 | | | | | Expected Stock Price Volatility | Dividend Yield | Risk-Free Interest Rate | | 2020 grant | 18% | 3.34% | 0.39% | | 2021 grant | 37% | 3.34% | 0.73% |

  247. Pay versus Performance Table

    | | Fair Value at 12/31/2022 | | | | | Expected Stock Price Volatility | Dividend Yield | Risk-Free Interest Rate | | 2021 grant | 23% | 3.90% | 4.68% | | 2022 grant | 21% | 3.90% | 4.35% |

  248. Pay versus Performance Table

    | | Fair Value at 12/31/2023 | | | | | Expected Stock Price Volatility | Dividend Yield | Expected Stock Price Volatility | | 2022 grant | 21% | 4.93% | 4.71% | | 2023 grant | 22% | 4.93% | 4.15% |

  249. Pay versus Performance Table

    | (6) The 2021 Summary Compensation Table amounts for Mr. Bassham and Mr. Somma include the change in pension value and above market earnings on deferred compensation which were not included in the Summary Compensation Table previously. |

  250. Pay versus Performance Table

    | (7) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period. |

  251. Pay versus Performance Table

    | (8) Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used in this measurement is the S&P 500 Electric Utility Index. |

  252. Pay versus Performance Table

    | (9) The dollar amounts reported represent the amount of net income reflected in the Company's audited financial statements for the applicable year. |

  253. Pay versus Performance Table

    | (10) The Company Selected Measure represents the percentile rank of the Company’s TSR relative to the companies included in the EEI Index for each fiscal year. |

  254. Analysis of Pay versus Performance Table

    Analysis of Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay for performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table above. Further, the Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing a graphical description below of the following “Pay vs. Performance” relationships over each of the years shown in the Pay versus Performance Table:

  255. Analysis of Pay versus Performance Table

    | 1. | The following graph compares the CEOs’ and average other NEOs’ compensation actually paid versus the Company’s cumulative TSR. |

  256. Analysis of Pay versus Performance Table

    | 2. | The following graph compares the Company’s TSR versus the peer group’s cumulative TSR. |

  257. Analysis of Pay versus Performance Table

    | 3. | The following graph compares the CEOs’ and average other NEOs’ compensation actually paid versus the Company’s net income. |

  258. Analysis of Pay versus Performance Table

    | 4. | The following graph compares the CEOs’ and average other NEOs’ compensation actually paid versus the Company’s Relative TSR Rank (Company selected measure). |

  259. Analysis of Pay versus Performance Table

    | CEO Pay Ratio |

  260. Analysis of Pay versus Performance Table

    As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K of the Exchange Act, we determined the ratio of the annual total compensation of our CEO compared to the annual total compensation of our median employee. To identify the median employee, we compiled a list of all employees who were employed full-time, part-time or seasonally on October 1, 2023. We reviewed annual total cash compensation for each employee on the list as of December 31, 2023 to identify the “median employee.” Annual total cash compensation included, among other items, earned wages, overtime, short-term incentive and recognition payments, as applicable. Our “median employee” is a non-union employee with an annual base salary of $105,724 for 2023, and annual total compensation, calculated in the same manner as is done for Mr. Campbell, of $135,292 for 2023. The calculation for annual total compensation does not represent the amount of cash compensation realized by our median employee in 2023 and does not represent the amount of compensation that the employee will receive. Rather, SEC rules require that we include in this amount any change in the present value of estimated accrued pension benefits, even though no pension benefits were paid to or received by the median employee during 2023. Year-over-year changes in pension value are driven by two primary factors: additional service/benefit accruals (which increases the value) and changes in actuarial pension assumptions. Mr. Campbell had total annual compensation of $7,138,724 for 2023 as reflected in the Summary Compensation Table. As a result, for 2023, we estimate that the ratio of Mr. Campbell’s total annual compensation to that of our median employee was approximately 53:1. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for Evergy, as other companies have different employee populations and compensation practices and may utilize different methodologies, estimates and assumptions in calculating their pay ratios.

  261. Analysis of Pay versus Performance Table

    | Proposal 3 | | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 | | | ☑ | The Board recommends a vote FOR ratification of the appointment of Deloitte & Touche LLP for 2024 |

  262. Analysis of Pay versus Performance Table

    Deloitte & Touche LLP (“Deloitte & Touche”) has acted as the independent registered public accounting firm for Evergy and its predecessor companies since 2002. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our financial statements. The Audit Committee has selected Deloitte & Touche as our independent registered public accounting firm for 2024 and has directed that management submit such selection to shareholders for ratification at the 2024 Annual Meeting. Shareholder ratification of the selection of Deloitte & Touche as our independent registered public accounting firm is not required by our By-laws or otherwise. However, we are submitting the selection of Deloitte & Touche to the shareholders for ratification as a matter of good corporate governance. If our shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte & Touche. Even if the selection is ratified, the Audit Committee in its discretion may appoint a different independent 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 and our shareholders. Representatives from Deloitte & Touche are expected to be present at the 2024 Annual Meeting, with the opportunity to make statements if they wish to do so, and are expected to be available to respond to appropriate questions.

  263. Analysis of Pay versus Performance Table

    | Information Regarding Audit Matters |

  264. How many votes are needed to elect the director nominees?

    How many votes are needed to elect the director nominees? We have a majority voting standard so that, in an uncontested election, a director nominee is elected to the Board only if the number of shares voted “for” a director nominee exceeds 50% of the number of votes cast with respect to that director nominee. Votes cast for a director nominee will include a shareholder’s direction to withhold authority but will exclude abstentions. An election is considered “contested” when a shareholder solicits proxies to elect individuals nominated by the shareholder to our Board. In a contested election, director nominees are elected by a plurality of the votes cast, rather than a majority of the votes cast. Prior to being nominated, each incumbent director nominee is required to deliver to our Corporate Secretary an irrevocable letter of resignation that will take effect if the nominee fails to receive the vote required for election. If a standing director is not re-elected, our Nominating, Governance, and Sustainability Committee will recommend to the Board whether to accept or reject the resignation. The Board will publicly disclose its decision regarding the resignation following certification of the voting results. Cumulative voting is not allowed with respect to the election of our directors. Your broker is not permitted to vote your shares on this matter if no instructions are received from you.

  265. How can I propose someone to be a nominee for election to the Board?

    How can I propose someone to be a nominee for election to the Board? The Nominating, Governance, and Sustainability Committee of the Board will consider candidates for director suggested by shareholders, using the process described in the “Director Nominating Process” section on page 19.