0001628280-24-031506.txt : 20240709 0001628280-24-031506.hdr.sgml : 20240709 20240709163028 ACCESSION NUMBER: 0001628280-24-031506 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240709 FILED AS OF DATE: 20240709 DATE AS OF CHANGE: 20240709 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wander John C CENTRAL INDEX KEY: 0002028525 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37388 FILM NUMBER: 241107772 MAIL ADDRESS: STREET 1: C/O TALEN ENERGY CORPORATION STREET 2: 2929 ALLEN PKWY, SUITE 2200 CITY: HOUSTON STATE: TX ZIP: 77019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Talen Energy Corp CENTRAL INDEX KEY: 0001622536 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 471197305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY, SUITE 2200 CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 888-211-6011 MAIL ADDRESS: STREET 1: 2929 ALLEN PKWY, SUITE 2200 CITY: HOUSTON STATE: TX ZIP: 77019 3 1 wk-form3_1720557021.xml FORM 3 X0206 3 2024-07-09 0 0001622536 Talen Energy Corp TLN 0002028525 Wander John C 2929 ALLEN PKWY, SUITE 2200 HOUSTON TX 77019 0 1 0 0 Gen. Counsel & Corp. Secretary Restricted Stock Units Common Stock 41559 D Performance-Based Restricted Stock Units Common Stock 187014 D Represents restricted stock units ('RSUs") that, subject to the Reporting Person's continued employment, will vest in two equal annual installments on June 19, 2025 and June 19, 2026. Each RSU represents a contingent right to receive one share of the common stock, par value $0.001 ("common stock") of Talen Energy Corporation (the "Company") or its cash equivalent, as determined at the time of settlement by the Company. The performance-based restricted stock units ("PSUs") will vest or lapse on May 17, 2026. Vesting is subject to the achievement of performance goals by the reporting person and the reporting person's continued employment. The number of PSUs that vest can range from 0% to 200% of the target number of PSUs subject to the award. The number of shares in this row represents the maximum level of performance (or 200%). Each PSU represents a contingent right to receive one share of common stock or its cash equivalent, as determined at the time of settlement by the Company. Exhibit 24.1 - Power of Attorney /s/ John C. Wander 2024-07-09 EX-24 2 johncwanderpoa.htm EX-24 Document

POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
July 9, 2024
KNOW ALL BY THESE PRESENTS, with respect to holdings of and transactions in securities issued by Talen Energy Corporation (the “Company”), that the undersigned hereby constitutes and appoints Thomas Douglass and Rebekah Reneau the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 (including any amendments, supplements or exhibits thereto) and timely file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, including the Nasdaq Global Select Market, and including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Form 3, 4 and 5 electronically with the SEC; (iii) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned’s attorney-in-fact appointed by this Power of Attorney and ratifies any such release of information; and (iv) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.
/s/ John C. Wander
John C. Wander
[Signature Page to Section 16 Filing PoA]