UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.)

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

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

March 20, 2020

Dear Shareholder:

We are pleased to invite you to the annual meeting of shareholders of Evergy, Inc. The meeting will be held at 10:00 a.m., local time, on Tuesday, May 5, 2020, at our Cedar Point Training Facility, located at 10058 Raytown Road, Kansas City, Missouri 64134.

At this meeting, you will be asked to:

The attached Notice of Annual Meeting and proxy statement describe the business to be transacted at the meeting. Please review these materials and vote your shares.

Your vote is important. I encourage you to complete, sign, date and return your proxy card or use telephone or internet voting prior to the annual meeting so that your shares will be represented and voted at the meeting even if you cannot attend.

	Sincerely,
	Terry Bassham
	President and Chief Executive Officer

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

This proxy statement, the accompanying proxy card and our 2019 Annual Report are made available to, and mailed, beginning on or about March 20, 2020, to holders of our common stock for the solicitation of proxies by our Board of Directors (“Board”) for the 2020 annual meeting of shareholders (the “2020 Annual Meeting”). Shareholders of record at the close of business on February 25, 2020, are entitled to notice of, and to vote at, the 2020 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 2020 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

This section is a summary, and you should read the entire proxy statement before voting.

Voting Matters and Board Recommendations

Although management is not aware of any other business to be conducted at the 2020 Annual Meeting, shareholders may be asked to vote on such other business as may properly come before the meeting.

About Evergy

Evergy, Inc. (NYSE: EVRG), a public utility holding company, engages in the generation, transmission, distribution and sale of electricity to approximately 1.6 million customers in the states of Kansas and Missouri. Our 2019 Annual Report contains additional information about our businesses.

2019 Financial and Operational Highlights

Evergy’s mission is to empower a better future. Our vision is to become the best energy company for all of our stakeholders, including our employees, customers and shareholders, and the communities that we are fortunate to serve. Highlights from 2019, which was the first full fiscal year of combined operations following the merger of Great Plains Energy Incorporated (“Great Plains Energy”) and Westar Energy, Inc. (“Westar Energy”), include:

Our Board seeks to maintain strong corporate governance features, including the following:

Recent Developments

On February 28, 2020, Evergy entered into an agreement (the “Agreement”) with affiliates of Elliott Management Corporation (“Elliott”), which as of that date owned an economic interest equal to approximately 10 million shares of Evergy common stock. As part of the Agreement and our ongoing board refreshment process, Evergy agreed, among other things, to increase the number of directors on the Board from fifteen to seventeen, and appoint Paul M. Keglevic and Kirkland B. Andrews to fill the newly-created directorships effective, March 3, 2020. The Agreement further provides that the size of the Board will be reduced to thirteen directors at the 2020 Annual Meeting, and reduced to twelve directors in 2021. To accommodate the new Board size, Charles Q. Chandler IV, Gary D. Forsee, Scott D. Grimes and John J. Sherman are not standing for re-election at the 2020 Annual Meeting. Our Board thanks Messrs. Chandler, Forsee, Grimes and Sherman for their many years of exemplary service.

Pursuant to the Agreement, the Board has also formed a new Strategic Review & Operations Committee (the “Strategic Committee”) with a mandate to explore ways to enhance long-term shareholder value, including through a potential strategic combination or an enhanced long-term standalone operating plan and strategy. The Strategic Committee is co-chaired by John A. Stall and Paul M. Keglevic, and also includes Terry Bassham and Kirkland B. Andrews. The Agreement requires certain public disclosures around the outcome of the Strategic Committee’s process.

Under the Agreement, Elliott has agreed to certain customary standstill provisions, and Elliott and Evergy have agreed to mutual non-disparagement provisions, effective until November 2, 2020, subject to potential extension, certain exceptions and early termination upon certain specified events. During such period, Elliott has also agreed to vote its and its controlled affiliates’ shares of common stock of Evergy in favor of each director nominated and recommended by the Board, against any proposals or resolutions to remove any member of the Board and otherwise in accordance with the recommendation of the Board, other than with respect to certain extraordinary transactions.

The Agreement is more fully described in the Company’s Current Report on Form 8-K filed on March 2, 2020 with the Securities and Exchange Commission (“SEC”).

We believe each of our director nominees exhibits practical wisdom and thoughtfulness in decision-making, mature and sound judgment and financial acumen and, based on their diverse experiences, are aligned with a set of competencies that our Board has determined is conducive to enhancing shareholder value. Additional information about our directors and their competencies can be found under “Proposal 1 — Election of Directors.”

Evergy’s compensation programs are designed to support achievement of our business strategy without encouraging excessive risk-taking, to attract and retain highly qualified executives, pay for performance, reward long-term growth and sustained profitability and encourage teamwork. Consistent with these objectives, as shown below, a high percentage of fiscal 2019 total target direct compensation is based on performance.

Set forth below is a summary of key fiscal 2019 compensation decisions for our named executive officers:

Our Compensation and Leadership Development Committee (which we refer to as the “Committee” when describing our executive compensation program) believes our executive compensation program also features best-in-class governance practices, such as:

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.

The 13 nominees for director have been recommended to the Board by the Nominating, Governance, and Corporate Responsibility Committee and nominated by the Board to serve as directors until the next annual meeting of shareholders and until their successors are duly elected and qualified. Each nominee has consented to stand for election, and the Board does not anticipate that any nominee will be unavailable to serve. In the event that one or more of the director nominees should become unavailable to serve at the time of the annual meeting, shares represented by proxy may be voted for the election of a nominee to be designated by the Board. Alternatively, in lieu of designating a substitute, the Board may reduce the number of directors. Proxies cannot be voted for more than 13 nominees.

Director Nominating Process

The Nominating, Governance, and Corporate Responsibility Committee administers the process of identifying potential director nominees and evaluates and recommends director nominees to the Board. The 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 Corporate Responsibility Committee.

Shareholders who wish to identify director nominees for consideration by the Nominating, Governance, and Corporate Responsibility Committee, or who wish to have director nominees included in a future proxy statement pursuant to our proxy access by-law provision, should write to our Nominating, Governance, and Corporate Responsibility Committee at the address provided in “Communicating with the Board” on page 23. All submissions must comply with the information requirements set forth in our By-laws.

Director Nominee Qualifications

The Board oversees the shareholders’ interests in the long-term health and success of the Company’s business, and directs, oversees and monitors the performance of management. The Board believes that its effectiveness in carrying out its responsibilities depends not only upon the particular experience, qualifications, attributes and skills that each director possesses, but also upon their ability to function well as a collegial body and to work collaboratively.

The Board’s objective is to have a well-rounded and diverse membership possessing, in the aggregate, skill sets and core competencies that are conducive to long-term success. The Board considers diversity in the broadest sense, reflecting geography, age, gender and ethnicity, as well as other factors. The Board believes that a diverse group of directors is desirable to expand the Board’s collective knowledge and expertise, as well as to evaluate management and positively influence the Company’s performance.

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 New York Stock Exchange (“NYSE”) listing standards and our Corporate Governance Guidelines.

The Board concluded that the following competencies are conducive to sustainable long-term shareholder and customer value: strategy development; federal and state regulation and compliance; alignment of company culture and compensation and leadership development; accounting, finance and investment management; risk management; operational oversight; customer experience; and community and politcal relations. Each director nominee provided a self-evaluation against these core competencies, and the Board evaluated the contribution level of each director, using the categories of “experienced,” “moderate experience,” “minimal experience” and “no experience.” Thirteen of the director nominees rated himself or herself as being “experienced” or “moderately experienced” in each of the core competencies, with ten of the director nominees identifying himself or herself as “experienced” in each of the core competencies.

Board Leadership Structure. We have separated the roles of Chairman of the Board and Chief Executive Officer, with Mr. Mark A. Ruelle serving as our Chair and Mr. Terry Bassham serving as our Chief Executive Officer. The Board believes that this structure is an appropriate corporate governance structure for the Company. Although NYSE requirements prohibit the Board from determining that Mr. Ruelle is independent, Mr. Ruelle owns a significant amount of Evergy stock and, as a result, his financial interests are aligned with those of Evergy’s shareholders. Moreover, the boards of directors of Great Plains Energy and Westar Energy approved the “merger of equals” transaction based on a belief that the transaction would provide, among other things, an opportunity to operate the combined company more efficiently than either company could have been operated alone, which benefits customers and shareholders alike. Successfully integrating the two companies requires dedication and deep operational knowledge, which are attributes that chief executive officers inherently possess due to their roles. By retaining Mr. Ruelle as non-executive Chair, and Mr. Bassham as Chief Executive Officer, the Board believes that Evergy has retained deep institutional knowledge of both Great Plans Energy and Westar Energy that continues to be valuable to Evergy and during the ongoing integration. In addition, retention of both individuals ensures a continuity of service and representation in our local communities. However, the Board believes it is important to maintain flexibility to combine the roles in the future if it determines at a later date that a different Board structure would be in the long-term interests of our shareholders.

Chairman of the Board

The Chair is responsible for presiding over all Board meetings and all executive sessions of the Board that include only non-management directors. The Chair may also call special meetings of the Board or shareholders, and also presides over Evergy’s shareholder meetings.

The Chair approves Board meeting agendas, which are prepared by the Chief Executive Officer reflecting input, if any, of the Chair and Lead Independent Director. The Chief Executive Officer and Chair also discuss the quality, quantity and timeliness of the flow of information from management.

The Chair also serves as the principal liaison between management, acting through or in consultation with the Chief Executive Officer, and the Board. He is also responsible for soliciting information from the non-management members of the Board regarding the performance of the Chief Executive Officer.

The Chair is also available for discussion with individual directors regarding key issues, individual director performance or any other matters relating to effectiveness of the Board. He may also interface from time to time with the public, including shareholders.

Working with the Nominating, Governance, and Corporate Responsibility Committee, the Lead Independent Director and the Chief Executive Officer, the Chair is also responsible for interviewing, and recommending to the Board, all candidates for the Board. Among other duties, the Chair is also responsible for helping to set the tone for ethics and integrity at Evergy.

Lead Independent Director

The Lead Independent Director is responsible for developing agendas for executive sessions of independent directors and calling and presiding over the same. He also serves as a liaison between the Chair and the independent directors, reviews meeting agendas and reviews meeting schedules.

The Board appointed Mr. Chandler to serve as Lead Independent Director to ensure that Evergy’s independent directors are represented and have formal mechanisms in place to exercise their governance role. Mr. Chandler was previously independent chairman of the board of directors of Westar Energy. Since Mr. Chandler is not standing for re-election, the Board will designate a new Lead Independent Director following the 2020 Annual Meeting.

Independent Board. The Board has determined that 15 of the 17 directors are independent and that 11 of the 13 nominees are independent, with Messrs. Ruelle and Bassham not independent as noted above.

Executive Sessions. Time is reserved on each Board meeting agenda for all directors to meet in executive session, with no members of management (other than the Chief Executive Officer) present. Time is also reserved on each Board meeting agenda for the non-management directors to meet in executive session, presided over by our Chair, and for the

independent directors to meet in executive session, presided over by the Lead Independent Director, in each case with no members of management present. Time is also reserved at each regular committee meeting for committee members to meet in executive session with no members of management present (except in the case of the Nuclear, Operations, and Environmental Oversight Committee and the Strategic Review & Oversight Committee, each of which Mr. Bassham is a member).

Board Meetings. The Board held six meetings in 2019. Each of our directors who was on the Board in 2019 attended at least 75 percent of the aggregate number of meetings of the Board and committees on which he or she served.

Committees of the Board. We have a robust committee structure, with six standing committees. Each committee is led by an independent director. Additionally, four of these committees, including the committees required by NYSE standards, consist solely of independent directors. Additional information regarding each of these committees is summarized below. Each committee has a committee charter, which is available on the Company’s website at www.evergyinc.com. Information on or that can be accessed through our website is not a part of this proxy statement and is not incorporated into any other SEC filings we make.

7 meetings in fiscal year 2019

The Board has determined that (i) each member of the committee is independent under the NYSE listing standards and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (“Exchange Act”); (ii) each member of the committee is financially literate; and (iii) Mr. Andrews, Mr. Grimes, Mr. Hawley, Mr. Hyde, Ms. Murtlow and Mr. Soderstrom are “audit committee financial experts” within the meaning of SEC regulations. No member of the committee serves on the audit committee of more than three public companies.

*Messrs. Chandler and Grimes served on the committee in 2019 and are not standing for re-election. Mr. Andrews was appointed to the committee effective March 3, 2020.

6 meetings in fiscal year 2019

The Board has determined that each member of the committee is independent under the NYSE listing standards, including the enhanced independence standards for members of the compensation committee, a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act and an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986.

*Messrs. Sherman and Forsee served on the committee in 2019 and are not standing for re-election. Mr. Keglevic was appointed to the committee effective March 3, 2020.

4 meetings in fiscal year 2019

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

*Messrs. Chandler and Forsee served on the committee in 2019, and are not standing for re-election.

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

*Messrs. Grimes and Sherman served on the committee in 2019, and are not standing for re-election. Mr. Keglevic was appointed to the committee effective March 3, 2020.

The Board has determined that each member of the committee, other than Mr. Ruelle and Mr. Bassham, is independent under the NYSE listing standards. Due to their extensive operational experience, including with respect to Wolf Creek, the Board determined that having Mr. Ruelle and Mr. Bassham on the committee is beneficial to the long-term interests of shareholders, customers and the community. Mr. Ruelle and Mr. Bassham have also both completed the Institute of Nuclear Power Operations Nuclear Reactor Technology Course for Executives at the Massachusetts Institute of Technology.

*Mr. Grimes served on the committee in 2019, and is not standing for re-election. Mr. Andrews was appointed to the committee effective March 3, 2020.

The Board has determined that each member of the committee, other than Mr. Bassham, is independent under the NYSE listing standards. The committee was formed pursuant to the Agreement with Elliott filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 2, 2020 with the SEC, and did not meet in 2019.

We are committed to strong corporate governance practices that support the regulated nature of our business and the long-term interests of our shareholders.

Corporate Governance Guidelines. The Board has adopted a set of Corporate Governance Guidelines to provide a framework for our corporate governance initiatives. Our guidelines address, among other things, Board responsibilities and leadership, risk oversight, committee composition and director qualifications. The Nominating, Governance, and Corporate Responsibility Committee is responsible for overseeing and reviewing the Corporate Governance Guidelines and for recommending any changes to the guidelines to the Board.

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,” which is independently administered and is available 24 hours a day, every day, for the confidential and anonymous reporting of concerns and complaints. The ConcernsLine telephone number (1-866-266-7595) is listed in our Code of Ethics.

Our Corporate Governance Guidelines and the Code of Ethics are available on the Company’s website at www.evergyinc.com. These documents are also available in print to any shareholder upon request. Requests should be directed to Corporate Secretary, Evergy, Inc., 1200 Main Street, Kansas City, Missouri 64105. We intend to disclose any change in the Code of 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 website or by filing a Form 8-K with the SEC.

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, each director nominee is required to tender in advance of the annual meeting 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 Corporate Responsibility Committee and excluding the nominee in question, whether to accept the resignation. Absent a compelling reason for the director to remain on the Board, the Board shall accept the resignation.

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, a shareholder must have continuously owned at least three percent 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. Ownership of our predecessor companies – Great Plains Energy and Westar Energy – qualify as counting toward the holding period requirement. An eligible shareholder 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.

Annual Self-Assessments. The Board and each committee conduct annual self-assessments to determine whether the Board and the committees are functioning effectively. The self-assessment process is based on written Board and committee surveys that are completed by all Board members. The self-assessment topics generally include, among other matters, Board composition and Board and committee structure, meeting topics and process, quality and timeliness of information, diversity, risk management, succession planning and access to management. The Chair of the Nominating, Governance, and Corporate Responsibility Committee meets with each director to discuss the survey, and the process allows Board members to provide input on individual Board member effectiveness. Each Board committee receives and discusses the results of its self-assessment, and the Nominating, Governance, and Corporate Responsibility Committee receives and discusses the results of the Board and all committee self-assessments. The Board discusses the results of the self-assessment process and, as appropriate, oversees the implementation of enhancements and other modifications identified during the process.

Board Oversight of Risk Management. The Board is responsible for the oversight of all major risks (as well as mitigation plans), including strategic, financial, operational and compliance risks. In an effort to ensure appropriate and in-depth oversight of risk, the Board has delegated some specific risk oversight responsibility to its committees, as summarized below and as described in those committees’ charters. The Nominating, Governance, and Corporate Responsibility Committee is

charged with ensuring that risk governance roles have been properly allocated, and the Audit Committee reviews Evergy’s policies with respect to risk assessment and risk management. Management is responsible for developing and implementing appropriate risk management practices on a day-to-day basis.

At least once each year, the full Board receives a report from management of key risks and related mitigation plans. The full Board also receives updates on significant events and the status of, and changes in, the risks and mitigation plans. In addition, management makes regular presentations to the Board focusing on significant risk areas and corresponding mitigation plans and activities.

Board Attendance at Annual Meeting. Our Corporate Governance Guidelines provide that all directors are encouraged to attend annual meetings of shareholders. All directors attended the 2019 annual meeting of shareholders.

Mandatory Retirement / Tenure Policy. Each member of our Board who joined us in connection with the merger is not eligible to stand for election or re-election at the annual meeting of shareholders following his or her 75^th birthday. Any director appointed after closing of the merger will not be able to stand for election or re-election at the annual meeting of shareholders following the earlier of (i) his or her 72^nd birthday or (ii) 16 years of service. In addition, any director who experiences a significant change in primary employment since election to the Board will offer to resign, which offer will be evaluated by the Board in light of the individual circumstances.

Stock Ownership Requirements. Our Corporate Governance Guidelines provide that non-employee directors are expected, within five years of their initial election to the Board, to acquire and hold Evergy stock with a value equal to at least five times the amount of the annual non-employee director cash retainer.

No Hedging / Pledging. Our securities trading policy, which was adopted by the Board and is overseen by our Nominating, Governance, and Corporate Responsibility Committee, prohibits all employees, 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 and pledging Evergy securities as collateral.

Oversight and Disclosure of Political Contributions. Our Nominating, Governance, and Corporate Responsibility Committee reviews and approves the annual political contribution budget, and reviews reports on political expenditures. Our website, www.evergyinc.com, also contains a copy of our policy with respect to political contributions and information regarding certain political expenditures.

Leader in Environmental Stewardship. There has been continuing world-wide attention focused on issues related to climate change, and there have been multiple political, legal and regulatory efforts to influence climate change, such as efforts to reduce greenhouse gas emissions or impose a tax on these emissions. Evergy is committed to a long-term strategy to reduce carbon emissions in a cost-effective manner, while maintaining reliable service for the customers and communities it serves. We have already made significant investments in protecting the environment and have reduced, from 2005 levels, carbon dioxide emissions by ~45%, sulfur dioxide emissions by ~98% and nitrogen oxide emissions by ~87%. In 2019, we announced a goal to reduce carbon emissions by 80% by 2050 from 2005 levels. Evergy is also committed to transparency. On its website, www.evergyinc.com, Evergy provides quantitative and qualitative data regarding various environmental, social and governance matters, including those relating to emissions, waste and water.

Diversity and Inclusion. Our mission is to empower a better future, and Evergy lives this mission by valuing “People First.” We believe that to maintain sustainable success, we need a team with a variety of backgrounds, perspectives and skills, and our goal is to be a diverse workforce that is representative of the communities we serve. We are committed to celebrating diversity and building a team where everyone – regardless of race, color, religion, gender, gender identity or expression, sexual orientation, national origin, genetics, disability, age, or veteran status – has a voice and can bring their best every day. With this in mind, our director of diversity and inclusion reports directly to our CEO.

Our Corporate Governance Guidelines require that a majority of our directors be independent, as determined in accordance with the NYSE listing standards, as well as other independence standards that the Board may adopt. The NYSE listing standards provide that no director can qualify as independent unless the Board affirmatively determines that the director has no material relationship with the listed company. The Board has adopted director qualification standards that are contained in our Corporate Governance Guidelines to assist in making director independence determinations. Our Corporate Governance Guidelines are available on our website, www.evergyinc.com. Our director qualification standards are consistent with the NYSE objective independence standards.

The Nominating, Governance, and Corporate Responsibility Committee reviewed the applicable legal standards for Board and committee member independence and the director qualification standards. The Nominating, Governance, and Corporate Responsibility Committee also reviewed an analysis of the information provided by each director in an annual questionnaire and a report of transactions between Evergy and director-affiliated entities. The Nominating, Governance, and Corporate Responsibility Committee reported its independence determination recommendations to the full Board, and the Board made its independence determinations based on the Nominating, Governance, and Corporate Responsibility Committee’s report and the supporting information. In making its independence determinations, the Board considered ordinary course commercial, charitable and other transactions, none of which were material or affected the independence of a director nominee.

The Board considered the fact that Mr. Chandler holds positions as a director and officer of INTRUST Bank, which has issued letters of credit related to the workers’ compensation program for the Wolf Creek nuclear power plant in which Evergy has an indirect 94% ownership interest and also holds a nominal amount of funds related to one of our employee association groups. The Board also considered the fact that Mr. Forsee is a director of Ingersoll-Rand, from which Evergy buys supplies from time to time in the ordinary course of business. They also considered the fact that, after conclusion of the 2019 season, Mr. Sherman and a group of investors acquired the Kansas City Royals, an Evergy customer with whom Evergy has a long-term sponsorship agreement and for which Evergy pays the Royals. These arrangements were done on an arms-length basis, and none of Mr. Chandler, Mr. Forsee, or Mr. Sherman, as applicable, is involved in, or responsible for, or had a material interest in, the dealings with Evergy. Mr. Chandler, Mr. Forsee and Mr. Sherman are not standing for re-election as directors at the 2020 Annual Meeting. The Board further considered the fact that Mr. Stall serves as an independent director of Wolf Creek Nuclear Operating Corporation, a subsidiary of the Company and, prior to joining the Evergy Board, received fees for his services. Such fees were less than $120,000 in each twelve-month period within the last three years. Some of our directors also serve as trustees or directors of non-profit and community organizations on which other directors or officers also serve or to which we donate money. In each case, payments by us or our predecessor companies were less than the greater of $1 million or 2% of the entity’s consolidated gross revenue.

Based on this review, the Board affirmatively determined that all directors (including nominees for directors at the annual meeting of shareholders) are independent under the NYSE listing standards and the director qualification standards, except for Messrs. Ruelle and Bassham, due to the former and current position of each as a chief executive officer of Westar Energy and Evergy, respectively.

Related Party Transactions

The Board has adopted a written policy governing the identification, review, approval, consideration or ratification of related party transactions. The policy applies to any transaction in which Evergy (including any of its subsidiaries) was, is or will be a participant, the amount involved exceeds $120,000 in the aggregate, and any related party had, has or will have a direct or indirect material interest, but excludes any transaction that meets the preapproval thresholds set forth in our related party transaction policy. Pursuant to this policy, related party transactions are to be submitted to the Nominating, Governance, and Corporate Responsibility Committee for consideration at the next committee meeting or, if it is not practicable or desirable for the Company to wait until the next committee meeting, to the committee Chair. The Chair reports to the committee at its next meeting any approval under the related party transactions policy pursuant to delegated authority. There were no related party transactions in 2019.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation and Leadership Development Committee is or was an officer or employee of Evergy or its subsidiaries. None of our executive officers served as a director or was a member of the compensation committee (or equivalent body) of any entity where a member of our Board or Compensation and Leadership Development Committee was also an executive officer.

Communicating with the Board

The Board values input from shareholders and the many constituents that are impacted by Evergy’s activities. Communications relating to corporate governance, succession planning, executive compensation and general oversight of the Board can be sent to:

Chair, Nominating, Governance, and Corporate Responsibility Committee
Evergy, Inc.
Attention: Corporate Secretary
1200 Main St.
Kansas City, Missouri 64105

Communications can also be sent by e-mail to board@evergy.com. All relevant communications will be forwarded to the Chair of the Nominating, Governance, and Corporate Responsibility Committee to be handled on behalf of the Board. The Board believes that communications relating to general business operations, financial results, strategic direction and similar matters are appropriately addressed by management, and relevant communications that relate to these topics will be shared with appropriate members of management.

The Audit Committee has established procedures for the receipt, retention and treatment of complaints or concerns regarding accounting, internal accounting controls or auditing matters affecting Evergy. Complaints or concerns may be submitted on a confidential and anonymous basis either through the “ConcernsLine” (1-866-266-7595) or by letter addressed to:

Corporate Secretary
Evergy, Inc.
1200 Main St.
Kansas City, Missouri 64105

All complaints or concerns will be forwarded to the Chair of the Audit Committee. Confidentiality will be maintained to the fullest extent practicable, consistent with the need to conduct an adequate investigation and applicable legal requirements.

Our Nominating, Governance, and Corporate Responsibility Committee, which is comprised entirely of independent directors, is responsible for reviewing and approving compensation for our non-employee directors. The committee seeks to provide an overall non-employee director compensation program that is generally aligned with the 50^th percentile of our peer group. However, due to the variation in peer company non-employee director compensation, and the fact that director compensation is not changed each year, in any given year overall non-employee director compensation may be above, at or below the market median. The committee reviews non-employee director compensation at our peer companies and relies in part on the advice of an independent compensation consultant.

Non-Employee Director Compensation

The Nominating, Governance, and Corporate Responsibility Committee, based in part on a review of compensation practices at our peer companies and the advice of an independent compensation consultant, approved a compensation structure for non-employee directors that provides for the following: each non-employee director, other than the Chair and the Lead Independent Director, receives an annual cash retainer of $100,000, paid quarterly, and an annual stock award with a value of $130,000. The Chair receives an annual cash retainer of $155,000, paid quarterly, and an annual stock grant with a value of $185,000. The Lead Independent Director receives an annual cash retainer of $125,000, paid quarterly, and an annual stock award with a value of $130,000, which is the same as other non-employee directors. Committee chairs receive an additional annual cash retainer, paid quarterly, of $20,000 for each of the chairs of Audit Committee and the Compensation and Leadership Development Committee, and $15,000 for each of the chairs of the Finance Committee, the Nominating, Governance, and Corporate Responsibility Committee and the Nuclear, Operations, and Environmental Oversight Committee.

Election to Defer Compensation

Non-employee directors may defer the receipt of all or part of their cash retainers through our non-qualified deferred compensation plan (“DCP”) or all or part of the equity retainer through issuance of Deferred Share Units (“DSU”) under the Evergy, Inc. Long-Term Incentive Plan (“LTIP”).

Non-employee directors may also elect to have all, or a part, of their cash retainers converted into DSUs under the LTIP.

As of the date any dividend is paid to common stock shareholders, each DSU account is credited with additional DSUs equal to the number of shares of common stock that could have been purchased (at the closing price of our common stock on that date) with the amount which would have been paid as dividends on the number of shares equal to the number of DSUs.

Expense Reimbursement

Members of the Board will also receive standard reimbursements for expenses incurred in connection with meeting attendance and professional education.

Charitable Contribution Matching

We also match up to $10,000 per year of charitable donations made by each director to 501(c)(3) organizations that meet our strategic giving priorities. In addition, in 2019 our directors were able to participate in charitable giving campaigns that were available to all employees, for which the Company also provides matching donations either based on individual or aggregate donations.

Liability Insurance

Consistent with our peer group and other public companies, we provide liability insurance to our directors under our directors and officers insurance policies. We have also entered into standard indemnification agreements with each of our directors.

Stock Ownership Requirements

Our Corporate Governance Guidelines provide that non-employee directors are expected, within five years of their initial election to the Board, to acquire and hold Evergy stock with a value equal to at least five times the amount of the annual non-employee director cash retainer. As for December 31, 2019, all of our non-employee directors satisfied, or were on pace to satisfy, this requirement.

2019 Director Compensation

The following table outlines all compensation paid to our non-employee directors in 2019. 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 2019. Messrs. Andrews and Keglevic are not included because they did not serve on the Board in 2019.

Public companies are required to provide their shareholders with the opportunity to approve, on an advisory and non-binding basis, the compensation of their named executive officers. In 2019, approximately 97% of our shareholders that voted approved of the compensation of our named executive officers. We believe this strong shareholder support demonstrates the alignment of shareholder interests with our executive compensation program and philosophy.

The Board believes that providing shareholders with an annual advisory vote on executive compensation can produce useful and timely information on investors’ views of the Company’s executive compensation program. Although the vote is advisory and non-binding, we value the opinions of our shareholders and the Compensation and Leadership Development Committee will consider this vote when making future compensation decisions.

As discussed below, our executive compensation program is designed to support achievement of our business stategy without encouraging excessive risk-taking, to attract and retain highly qualified executives, pay for performance, reward long-term growth and sustained profitability and encourage teamwork. The Board strongly endorses our executive compensation program and recommends that our shareholders vote in favor of the following resolution:

We currently intend to hold the next non-binding advisory vote to approve the compensation of our named executive officers at our next annual meeting of shareholders, unless our Board modifies its current policy of holding this vote on an annual basis.

The Compensation Discussion and Analysis (“CD&A”) that follows provides a comprehensive explanation of the compensation awarded to, earned by, or paid to the following individuals listed below, who are our named executive officers (“NEOs”), for 2019:

Our weighted achievement for 2019 was 121.5 percent of target. No adjustments were made to any NEO award. Based on this performance, the following performance cash awards were paid to our NEOs:

Our Committee believes our executive compensation program also features best-in-class governance practices, such as:

Compensation Philosophy and Objectives

Evergy’s compensation programs are designed to support achievement of our business strategy without encouraging excessive risk-taking. The primary objectives of our compensation program are to:

Independent Compensation Consultant

For 2019, the Compensation and Leadership Development Committee retained Meridian Compensation Partners, LLC (“Meridian”) to evaluate, and provide advice with respect to, our executive compensation program. At the committee’s request, Meridian reviews the Company’s executive compensation and benefit programs, analyzes base salaries and variable pay relative to market data and peer companies, advises on compensation practices of peer companies and performs other activities related to executive compensation as requested by the committee. Meridian neither determines, nor recommends, 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 confirms that any compensation consultant engaged by the committee remains independent and free from conflicts of interest that would prevent the applicable consultant from independently representing the committee.

Role of Peer Group

The committee evaluates the Company’s compensation program against peer companies because the committee believes that peer companies are generally representative of the types of companies with which Evergy competes for executive-level talent and 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. The committee used the following peer group in connection with 2019 compensation decisions.

The Compensation Process

Process for Setting Compensation in Connection with the Merger

Prior to closing of the merger, the members of the post-closing management team retained Willis Towers Watson to conduct a competitive market assessment of the post-closing executive officer compensation program. The competitive market assessment reviewed base salary and target short-term incentives, long-term incentives, total cash compensation and total direct compensation.

To conduct this analysis, Willis Towers Watson provided market data from two sources. One source was Willis Towers Watson’s 2017 Energy Services Executive Compensation Database, which is an annual compilation of compensation for executive officer positions at a broad group of energy and utility companies nationwide. Willis Towers Watson obtained data from its database for positions that in its judgment most closely corresponded to the duties and responsibilities associated with each of our post-closing officer positions. Willis Towers Watson then adjusted the data to account for the different total revenues of the companies in its database as compared to our projected post-merger revenues. Willis Towers Watson also reviewed data derived from the 2016 proxy statements for companies in our post-closing peer group. The proxy data was used to compare the proposed compensation levels of our executive officers against the compensation of corresponding executive officers of companies in the post-closing peer group. This comparison allowed for an evaluation of the reasonableness of the Willis Towers Watson survey data and of our proposed post-closing executive officer compensation program. Willis Towers Watson also reviewed the executive officer compensation from Great Plains Energy and Westar Energy.

Meridian reviewed the work of Willis Towers Watson and provided input on the benchmark matches and methodologies. The Committee, and Board, had full authority to adjust any of the recommendations and provide final decisions with respect to compensation.

Based on the foregoing work and analysis, at the closing of the merger the Evergy Board approved the salaries, target short-term incentive compensation (expressed as a percentage of base salary) and target long-term incentive compensation (expressed as a percentage of base salary) for each of the officers, other than the Chief Executive Officer. Following the closing of the merger, using the information discussed above, and following consultation with Meridian, the committee met to review the proposed salary, target short-term incentive compensation (expressed as a percentage of base salary) and target long-term incentive compensation (expressed as a percentage of base salary) for the Chief Executive Officer. The Board subsequently approved these amounts based on the recommendation of the Committee.

The base salaries, target short-term incentive compensation (expressed as a percentage of base salary) and target long-term incentive compensation (expressed as a percentage of base salary) of all executive officers, including NEOs, were unchanged in 2019 because they were set in the second half of 2018.

Annual Compensation Review Process

Our Compensation and Leadership Development Committee charter provides that, on an annual basis, the Committee is responsible for evaluating, and recommending for approval by the non-management members of the Board, Chief Executive Officer compensation, incentives and benefits. The charter further provides that, on an annual basis, the Committee is responsible for evaluating and approving the same for our other NEOs and for evaluating and advising our Chief Executive Officer on compensation, incentives and benefits for all other officers. Since all officer compensation was set in the second half of 2018 in connection with the merger, the Committee did not undertake a comprehensive annual review in 2019 separate and apart from the process related to the merger described above.

Role of Executive Officers

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

The primary elements of our executive compensation program are summarized below.

Cash Compensation

Cash compensation for our NEOs includes a market-competitive base salary and performance-based short-term incentives. The Committee believes that, in general, cash compensation should comprise an increasingly smaller percent of total compensation as officers move to higher levels of responsibility.

Base Salary

At closing of the merger in 2018, each NEO received a salary increase from what he or she was paid by his or her predecessor company for retention purposes and to ensure that each NEO’s salary was competitively aligned with the median salary of individuals in comparable positions in companies of similar size within the industry. In turn, the Committee did not approve any salary increases for NEOs in 2019. Annualized base salaries for our NEOs are as follows:

Short-Term Incentives

Our short-term incentive plan is based upon a mix of financial and operational metrics that the Committee believes drive the creation of shareholder value and reflect critical operating objectives. Because of their extensive knowledge of the Company and its operations, management recommends objectives and targets, which the Committee analyzes, and if deemed necessary adjusts, with input from the independent compensation consultant before Committee approval. As part of the review, the Committee analyzes risks associated with the short-term incentive plan. In establishing final objectives and targets, the Committee seeks to ensure that:

The 2019 short-term incentive plan provided for financial and operational objectives each weighted at 50%.

The short-term incentive plan provides for 100% payout for target performance for each objective, 50% for threshold performance, 150% for stretch performance and 200% for maximum 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 2019 short-term incentive plan are described below.

Safety. Safety is a core part of the Company’s “people first” values. To incentivize maintaining a safety-conscious work environment and addressing situations where safety can be improved, the short-term incentive plan objective was based on the number of safety audits that were completed per month and that have 95% of related correction plans completed within 45 days of completion of the audit (or a plan to achieve compliance with the audit). In 2019, to reflect the belief that officer short-term incentive compensation should not vary based on the relative level of safety, the Committee established a single “all or none” metric whereby achievement of less than the metric results in no payout for the objective, and achievement of the metric (or greater) results in 100% payout for the metric. The target was set at 2 safety audits per month, which was the “stretch” performance goal for 2018 that was met by the Company. The Company met this goal in 2019, resulting in a 100% payout for this metric.

SAIDI. System Average Interruption Duration Index (“SAIDI”) is an objective system reliability metric created by the Institute of Electrical and Electronics Engineers that measures, in minutes, the average outage duration for each customer that experienced an outage. The Committee used a probabilistic analysis to set performance levels, with the target goal as the mathematical mean of historical results. Due in part to grid resiliency work completed by the Company, the Company achieved a SAIDI of 102.91 minutes, resulting in a 110.4% payout for this metric.

Generation Availability. Coal and nuclear generation are typically referred to as “baseload” generation and, historically, sought to operate at full capacity as the primary source for generating electricity. Equivalent Availability measures the percentage of the year the Company’s coal-fired and nuclear base-load generation fleet is available for operating at full capacity. Gas and oil generation have historically been more variable and are impacted by demand, outages and other factors. As a result, the ability to efficiently start gas and oil generation plants is viewed favorably. The Company calculates Equivalent Availability and Start Reliability consistent with North American Electric Reliability Corporation (“NERC”), reporting standards. Higher Equivalent Availability and Start Reliability indicates better performance.

Coal. The Committee set performance goals for coal generation based on an average of the preceding 10 years of availability weighted by generation plant capacity. Target was set at the 50^th percentile. Coal unit availability was 88.3%, resulting in a payout of 140.8%.

Nuclear. Target for our Wolf Creek nuclear generating station was set at 2019 availability projected by management, which was set based on the average preceding 10 years of availability and factored in a mandatory outage scheduled in 2019 for refueling and maintenance. As a result, target took into account historical performance and incentivized management to successfully plan and execute the outage. Driven largely by successful management of the planned outage, nuclear availability was 87.2%, resulting in a payout of 200%.

Gas /Oil. Due to the variable and event-driven nature of gas and oil generation, historical averages of start reliability are generally less indicative of future performance. In addition, the generation market has undergone dramatic changes in the last decade and all generation is being dispatched in different ways than has historically been done. For example, and in general, we now seek to bid our gas and oil generation to meet “next day” electricity demand when we deem it in our economic interest to do so, taking into account the price at which we can sell the generation and the personnel and maintenance expenses we incur to do so. In light of the changes in the generation markets, and the age of the Company’s gas and oil plants, the Committee evaluated seven years of start reliability, and set target at a level that was consistent with historical averages. Gas and oil unit start reliability was 99.2%, resulting in a payout of 200%.

Customer Satisfaction. Customer satisfaction was evaluated based on results of the J.D. Power Residential Customer Satisfaction Index. Due to the comparative nature of the survey, legacy company results were tracked separately. “Target” was set at a level that required each legacy company to improve one rank from 2018 survey results. Failure to improve customer satisfaction from 2018 would result in no payout for this metric. On a blended basis, customer satisfaction achieved above the target level of performance for Westar Energy, but below the target level of performance, for Great Plains Energy resulting in a payout of 63%.

Adjusted Earnings Per Share for Incentive Compensation. Due to the importance of delivering earnings growth, the Committee weighted 25% of the short-term incentive plan on the achievement of earnings per share goals. The goals established for 2019 were consistent with the Company’s publicly-disclosed earnings guidance. “Threshold” was set at the bottom of the range, target was set at the mid-point of this range and “superior” was set at the upper end of the range, with “stretch” being set at the mid-point between “target” and “superior.” Adjusted earnings per share for incentive compensation in 2019 was $2.91, resulting in a payout of 110%.

Adjusted earnings per share for incentive compensation is a financial measure that is not calculated in accordance with GAAP. Adjusted earnings per share for incentive compensation is defined as earnings per share without (1) rebranding costs, (2) voluntary severance expenses, (3) the amount of incentive compensation expense above or below the amount of budget and (4) the tax benefits attributable to these costs. See Appendix A to this proxy statement for a reconciliation of this measure to earnings per share, the most directly comparable measure computed in accordance with GAAP.

Total Adjusted Non-Fuel Operating and Maintenance Expense for Incentive Compensation. The Company’s primary subsidiaries are fully-integrated regulated electric utilities, and prices are generally set by regulators. The Company’s regulators generally allow the Company to recover in prices fuel costs and prudently-incurred capital expenses. Accordingly, non-fuel operating and maintenance expenses, which are variable, impact the Company’s financial results. In connection with integration planning, and as part of the regulatory approval process related to the merger, Great Plains Energy and Westar Energy projected non-fuel operating and maintenance expense savings that would, if plans were achieved, be realized over several years. These same savings were utilized by the boards of directors of each company in analyzing the financial viability of the merger and were presented to shareholders in connection with seeking approval of the merger. Due to the importance of these savings, the Company weighted 25% of the short-term incentive plan on achieving these savings.

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 defined as non-fuel operating and maintenance expense less (1) rebranding costs, (2) lease expense that management expected to incur related to an interest in one of the Company’s generating stations that was previously owned by an unaffiliated third-party, (3) severance expenses and (4) incentive compensation.

The target amount of adjusted non-fuel operating and maintenance expense reflects the 2019 budget that was reflective of the target announced in connection with the merger. Actual adjusted non-fuel operating and maintenance expense for incentive compensation resulted in a 148% payout for this metric. See Appendix A 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.

Targets and awards earned by each NEO for the 2019 short-term incentive plan are shown below.

Discretionary Cash or Stock Awards

From time to time, the Committee may grant a discretionary cash or stock award to an NEO or other officer for special accomplishments or achievements. We did not provide discretionary cash or stock awards to our NEOs in 2019.

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 restricted share units accomplish our executive compensation program objectives because they:

Equity awards, which are made under our shareholder-approved LTIP, are generally targeted near the median range of awards granted to officers at our peer group companies. While our NEOs are eligible for equity awards under the LTIP, none of them have any right to be granted awards.

The Committee grants equity incentives effective generally the first business day in March of each year and uses a mix of time-based restricted stock units and performance-based restricted stock units that are paid solely on the basis of the attainment of performance goals. Units 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. Dividend equivalents on the number of performance-based units actually earned are paid in cash at the same time as the vesting of the earned performance-based units, if any. Dividends accrued on all time-based units are reinvested during the vesting period (and, in turn, forfeited if the time-based unit is forfeited), and are subject to the same restrictions as the associated restricted stock unit.

Performance-based units can be earned at the end of the performance period from 0% to 200% of the target amount, depending on actual performance. Performance results for a goal that are below threshold will result in a zero payment for that goal. The performance period begins on January 1 of the grant year and ends on December 31 of the second year

following the grant year. Performace 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 performance objective for 2019 performance-based restricted stock units was total shareholder return of Evergy relative to the companies included in the EEI index of electric utility companies over the applicable three-year period. Specific performance targets, as shown below, were set with interpolation between the targets. To appropriately balance actual performance against relative performance to the EEI index, any payout for the applicable period would be capped at target (100%) if actual total shareholder return performance was negative.

Targets and equity incentives granted to each NEO in 2019 are shown below. For 2019, 25% of the named executive officers’ long-term incentive was in the form of time-based restricted share units and, to incentivize performance and align the named executive officers’ interests with those of shareholders, 75% was in the form of performance-based restricted share units.

2017 Performance Shares

In early 2017, performance shares were awarded by Great Plains Energy for the 2017 to 2019 performance period. The performance objective for the 2017 performance shares was the same as the performance objective for the 2019 performance-based restricted stock units described above - total shareholder return relative to the companies included in the EEI index of electric utility companies over the three-year performance period. Payouts for the 2017 performance shares are earned according to the following schedule:

The 2017 performance shares were adjusted in 2018 to reflect the fact that, as part of the merger, each share of Great Plains Energy common stock was converted into 0.5981 shares of Evergy common stock. In addition, the Committee determined that in connection with the merger, performance for a pro rata portion of the performance shares (47.5%) would be measured and “locked in” based on the total shareholder return of Great Plains Energy common stock relative to the companies in the EEI index of electric utility companies from the beginning of the performance period up to the closing of the merger. The remainder of the award (52.5%) was subject to the total shareholder return of Evergy common stock relative to the companies in the EEI index of electric utility companies from the closing of the merger until the end of the performance period.

Great Plains Energy’s total shareholder return for the period from January 1, 2017 through June 4, 2018 ranked at the 86^th percentile of the companies in the EEI index, resulting in a payout of 189.3% of target for that portion of the award. Evergy’s total shareholder return for the period from June 5, 2018 through December 31, 2019 ranked at the 33^rd percentile of the companies in the EEI index, resulting in a payout of 58.3% of target for this portion of the award. In total, a payout equal to 120.5% of target number of shares granted was earned for the performance period.

As a result, in March 2020, Mr. Bassham, Mr. Bryant and Ms. Humphrey earned the number of shares noted in the table below. Mr. Somma and Mr. Greenwood were not executive officers of Great Plains Energy and therefore did not receive a payout in connection with the vesting of the 2017 performance shares.

Deferred Compensation

The Company’s DCP allows all officers, including NEOs, to defer the receipt of up to 50% of base salary and 100% of any cash incentive award. The earnings rate on deferral amounts is annually determined by the Committee and based on the Company’s weighted average cost of capital. A detailed discussion of the DCP begins on page 48.

Retirement Benefits

Our officers, including our NEOs, participate in one of our tax-qualified, noncontributory defined benefit plans, and participate in other retirement plans depending on whether they were previously an officer of Great Plains Energy or Westar Energy.

Legacy Great Plains Energy Officers

Officers that were officers of Great Plains Energy participate in a defined benefit plan sponsored by KCP&L (the “KCP&L Pension Plan”), which was available to all KCP&L non-union employees hired or rehired on or before December 31, 2013. Benefits under the KCP&L Pension Plan are based on each employee’s years of service and the average annual base salary over a specified period.

Evergy also has an unfunded Supplemental Executive Retirement Plan (“KCP&L SERP”) for executives who were formerly officers of Great Plains Energy. This unfunded plan provides the difference between the amount that would have been payable under the KCP&L Pension Plan in the absence of Internal Revenue Service tax code limitations and the amount actually payable under the KCP&L Pension Plan. It also provides a slightly higher benefit accrual rate than the KCP&L Pension Plan.

Legacy Westar Energy Officers

Officers who were officers of Westar Energy participate in a defined benefit plan sponsored by Westar Energy (the “Westar Pension Plan”), which was available to all Westar Energy employees hired or rehired on or before May 30, 2018.

Officers who were officers of Westar Energy also participate in a Retirement Benefit Restoration Plan (the “Westar Restoration Plan”). This unfunded plan provides the difference between the amount that would have been payable under the Westar Pension Plan in the absence of Internal Revenue Service tax code limitations and the amount actually payable under the Westar Pension Plan.

Change-in-Control Severance Agreements

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 new 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, 2019, is found under the heading “Potential Payments Upon Termination or Change-in-Control” starting on page 49.

No Employment Agreements

None of the Company’s executive officers, including the NEOs, have a written employment agreement.

Perquisites and Generally Available Employee Benefits

Our NEOs are eligible to receive modest perquisites provided by or paid for by Evergy. These perquisites are generally consistent with those offered to executives at our peer group companies, and the Committee believes that they are important for retention and recruitment. The Committee also believes that Evergy, in general, benefits from these perquisites because the perquisites help promote the financial and physical health of our NEOs, thereby allowing them to focus on their jobs. As shown in the Summary Compensation Table on page 41, all NEOs are eligible for comprehensive financial planning services and executive health physicals. The NEOs are also eligible for employment benefits that are generally available to all employees, such as participation in a 401(k) plan and medical and life insurance.

Committee Consideration of Compensation Program Risk

The Committee reviewed an analysis conducted by Meridian that analyzed the risks associated with Evergy’s compensation programs, including those for executive officers. This analysis concluded that the risks associated with Evergy’s compensation programs are not likely to have a material adverse effect on Evergy, and instead encourage overall balanced performance that supports sustainable shareholder value. Among the items the Committee considered were:

Tax and Accounting Implications

In addition to our executive compensation objectives and design principles, we consider tax and accounting implications when designing and administering our compensation programs. One such consideration is Internal Revenue Code Section 162(m), which limits our ability to deduct compensation paid to each covered officer for tax purposes to $1.0 million annually. Section 162(m) was amended and expanded under the federal tax bill enacted at the end of 2017. Beginning in 2018, covered officers include the principal executive officer, principal financial officer and next three highest paid named

executive officers. Additionally, compensation paid in 2018 and later years is generally subject to the deduction limits of Section 162(m), without an exception for performance-based compensation. This includes annual and long-term incentive awards paid and equity awards granted in 2018 and later years. Although the Committee considers tax deductibility in making its compensation decisions, the Committee does not believe that compensation decisions should be determined solely by how much compensation is deductible for federal income tax purposes. As a result, the Committee retains the discretion to authorize payments that may not be deductible. The Committee also considers the accounting consequences of its compensation decisions.

Compensation Governance Practice

We believe our 2019 executive compensation decisions demonstrate our commitment to paying for performance and are supplemented by sound compensation policies and practices, including:

The Compensation and Leadership Development Committee of the Board reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement and, based on these reviews and discussions, recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Mr. Keglevic joined the Compensation and Leadership Development Committee of the Board on March 3, 2020 and did not participate in the review, discussion and recommendation with respect to the Compensation Discussion and Analysis, so his name was not included in the list of Committee members above.

The following tables and narrative show the compensation awarded to and earned by our NEOs. The summary compensation table in 2017 and 2018 includes compensation awarded to and earned by our NEOs with their predecessor companies prior to completion of the merger. We have omitted the column entitled “Option Awards” because our NEOs did not receive option awards during the years presented.

Summary Compensation Table