TransAlta Corporation Announces Results of the 2025 Annual and Special Meeting of Shareholders and Election of all Directors

Rhea-AI Summary

TransAlta (TSX: TA) (NYSE: TAC) held its 2025 Annual and Special Meeting of Shareholders with 63.43% representation of outstanding common shares. All eleven director nominees were successfully elected with strong approval rates, most receiving over 98% support. Thomas M. O'Flynn received the lowest approval at 91.13%.

Key meeting outcomes included:

• Appointment of Ernst & Young LLP as 2025 auditors (96.74% approval)
• Approval of executive compensation through say-on-pay vote (98.90% support)
• Continuation of Amended and Restated Shareholder Rights Plan (97.44% in favor)

Positive

• Strong shareholder support for executive compensation (98.90% approval)
• High approval rates for most director nominees (9 out of 11 above 98%)
• Solid support for Shareholder Rights Plan (97.44% approval)

Negative

• Lower approval rate for director Thomas M. O'Flynn (91.13%)

CALGARY, Alberta, April 24, 2025 (GLOBE NEWSWIRE) -- TransAlta Corporation (TSX: TA) (NYSE: TAC) ("TransAlta" or the "Company") held its Annual and Special Meeting of Shareholders (“the Meeting”) on April 24, 2025. The total number of common shares represented by shareholders at the Meeting and by proxy was 188,962,557, representing 63.43 per cent of the Company’s outstanding common shares.

The following resolutions were considered by shareholders:

Election of Directors

The eleven director nominees proposed by management were elected.  The votes by ballot were received as follows:

Nominee	Votes For	Per cent	Against	Per cent
Brian Baker	185,156,967	99.63%	680,871	0.37%
John P. Dielwart	184,711,189	99.39%	1,126,649	0.61%
Alan J. Fohrer	183,827,004	98.92%	2,010,834	1.08%
Laura W. Folse	183,557,637	98.77%	2,280,201	1.23%
John H. Kousinioris	184,917,419	99.50%	920,419	0.50%
Candace J. MacGibbon	185,275,486	99.70%	562,352	0.30%
Thomas M. O’Flynn	169,353,529	91.13%	16,484,309	8.87%
Bryan D. Pinney	184,445,303	99.25%	1,392,535	0.75%
James Reid	185,232,712	99.67%	605,126	0.33%
Manjit K. Sharma	185,215,308	99.67%	622,530	0.33%
Sandra R. Sharman	183,128,129	98.54%	2,709,709	1.46%

Appointment of Auditors 

The appointment of Ernst & Young LLP to serve as the auditors for 2025 was approved.  The votes by ballot were received as follows:

Votes For	Per cent	Abstained	Per cent
182,794,376	96.74%	6,167,467	3.26%

Advisory Vote on Executive Compensation (also known as “say-on-pay”)

The non-binding advisory vote on the Company's approach to executive compensation or say-on-pay was approved.  The votes by ballot were received as follows:

Votes For	Per cent	Against	Per cent
183,790,462	98.90%	2,047,376	1.10%

Approval of the Company’s Amended and Restated Shareholder Rights Plan

The resolution approving the continuation of the Company’s Amended and Restated Shareholder Rights Plan was approved. The votes by ballot were received as follows:

Votes For	Per cent	Against	Per cent
181,082,371	97.44%	4,754,201	2.56%

About TransAlta Corporation:

TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. TransAlta provides municipalities, medium and large industries, businesses and utility customers with affordable, energy efficient and reliable power. Today, TransAlta is one of Canada’s largest producers of wind power and Alberta’s largest producer of thermal generation and hydro-electric power. For over 114 years, TransAlta has been a responsible operator and a proud member of the communities where we operate and where our employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and the Future-Fit Business Benchmark, which also defines sustainable goals for businesses. Our reporting on climate change management has been guided by the International Financial Reporting Standards (IFRS) S2 Climate-related Disclosures Standard and the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. TransAlta has achieved a 70 per cent reduction in GHG emissions or 22.7 million tonnes CO2e since 2015 and received an upgraded MSCI ESG rating of AA.

For more information about TransAlta, visit our web site at transalta.com.

For more information:

Investor Inquiries:	Media Inquiries:
Phone: 1-800-387-3598 in Canada and US	Phone: 1-855-255-9184
Email: investor_relations@transalta.com	Email: ta_media_relations@transalta.com

FAQ

What was the voter turnout at TransAlta's (TAC) 2025 Annual Meeting?

The meeting had 188,962,557 common shares represented, accounting for 63.43% of TransAlta's outstanding common shares.

How did shareholders vote on TransAlta's (TAC) say-on-pay resolution in 2025?

Shareholders strongly approved the say-on-pay resolution with 98.90% voting in favor (183,790,462 votes) and only 1.10% against.

Which director received the lowest approval rate at TransAlta's 2025 shareholder meeting?

Thomas M. O'Flynn received the lowest approval rate at 91.13%, with 16,484,309 votes against his nomination.

Was TransAlta's (TAC) Shareholder Rights Plan approved in the 2025 meeting?

Yes, the Amended and Restated Shareholder Rights Plan was approved with 97.44% of votes in favor (181,082,371 votes).