DEF 14A

STEVEN G. ELLIOTT

Age: 67

Director since: 2011

Independent Director

Board Committees:

• Audit (Chair)

• Finance

Other Public Directorships:

• AllianceBernstein Corporation

• Huntington Bancshares Incorporated

Mr. Elliott is the retired Senior Vice Chairman of The Bank of New York Mellon Corporation, an investment management and investment servicing company. He served in that position from 1998 until his retirement in December 2010. He joined Mellon in 1987 as Executive Vice President and head of the finance department. He was named Chief Financial Officer in 1990, Vice Chairman in 1992 and Senior Vice Chairman in 1998. Before joining Mellon, he held senior officer positions at: First Commerce Corporation, New Orleans; Crocker National Bank, San Francisco; Continental Illinois National Bank, Chicago; and First Interstate Bank of California.

Experience and Qualifications. With his long and distinguished career in the financial services industry, as well as his accounting background, Mr. Elliott brings to our Board a wealth of knowledge of organizational and operational management, as well as risk management expertise, essential to a large public company.

LOUISE K. GOESER

Age: 60

Director since: 2003

Independent Director

Board Committees:

• Compensation, Governance and Nominating

Other Public Directorships:

• MSC Industrial Direct Co., Inc.

Ms. Goeser is President and Chief Executive Officer of Grupo Siemens S.A. de C.V. and is responsible for Siemens Mesoamérica. Siemens Mesoamérica is the Mexican, Central American and Caribbean unit of multinational Siemens AG, a global engineering company operating in the industry, energy and healthcare sectors. Before accepting this position in March 2009, Ms. Goeser served as President and Chief Executive Officer of Ford of Mexico from January 2005 until November 2008. Prior to this position, she served as Vice President, Global Quality for Ford Motor Company, a position she had held since 1999. In that position, she was responsible for ensuring superior quality in the design, manufacture, sale and service of all Ford cars, trucks and components worldwide. Prior to 1999, she served as Vice President for Quality at Whirlpool Corporation and served in various leadership positions with Westinghouse Electric Corporation. She also serves as a director of HSBC Mexico.

Experience and Qualifications. With years of demonstrated leadership and business experience in a variety of industry and international positions, Ms. Goeser brings to our Board of Directors valuable insight into global organizational and operational management crucial to a large public company.

DEF 14A 1 d651955ddef14a.htm DEF 14A DEF 14A

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. )

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to §240.14a-12
PPL CORPORATION
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:



¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

LOGO

PPL Corporation

Notice of Annual Meeting

May 21, 2014

and

Proxy Statement

PPL CORPORATION

Two North Ninth Street

Allentown, Pennsylvania 18101

Notice of Annual Meeting of Shareowners


Time and Date		2:00 p.m., local time, on Wednesday, May 21, 2014.

Place		Radisson Blu Hotel Herald Way Pegasus Business Park East Midlands Airport Derby, England United Kingdom DE74 2TZ

Items of Business		• To elect 12 directors, as listed in this Proxy Statement, for a term of one year. • To conduct an advisory vote to approve named executive officer compensation. • To ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the year ending December 31, 2014. • To consider two shareowner proposals, if properly presented. • To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Record Date		You can vote if you were a shareowner of record on February 28, 2014.

Proxy Voting		It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares by completing and returning your proxy card or by voting on the Internet or by telephone. See details under the headings “General Information — If I am a shareowner of record, how do I vote?” and “— If I am a beneficial owner of shares held in street name, how do I vote?”

By Order of the Board of Directors,

Robert J. Grey

Executive Vice President,

General Counsel and Secretary

April 8, 2014

Important Notice Regarding the Availability of Proxy

Materials for the Shareowner Meeting to Be Held on May 21, 2014:

This Proxy Statement and the Annual Report to Shareowners are available at

http://www.pplweb.com/PPLCorpProxy

TABLE OF CONTENTS


PROXY STATEMENT			1

GENERAL INFORMATION			1

PROPOSAL 1: ELECTION OF DIRECTORS			8
Nominees for Directors			8

GOVERNANCE OF THE COMPANY			14
Board of Directors			14
Attendance			14
Independence of Directors			14
Executive Sessions; Presiding and Lead Director			15
Board Leadership Structure			15
Guidelines for Corporate Governance			16
Communications with the Board			16
Code of Ethics			16
Board Committees			16
Board Committee Membership			17
Executive Committee			17
Compensation, Governance and Nominating Committee			17
Compensation Processes and Procedures			18
Director Nomination Process			20
Compensation Committee Interlocks and Insider Participation			21
Finance Committee			21
Nuclear Oversight Committee			21
Audit Committee			22
Report of the Audit Committee			22
The Board’s Role in Risk Oversight			24
Compensation of Directors			25
Annual Retainer			25
Presiding Director Retainer			25
Committee Chair Retainers			25
Other Fees			25
Directors Deferred Compensation Plan			25
2013 Director Compensation			26

STOCK OWNERSHIP			27
Directors and Executive Officers			27
Principal Shareowners			28

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			29

TRANSACTIONS WITH RELATED PERSONS			29

EXECUTIVE COMPENSATION			30
Compensation Committee Report			30
Compensation Discussion and Analysis (“CD&A”)			31
Overview			31
Summary of Compensation Policy and Plan Changes During 2013			32

(i)


Compensation Philosophy and Objectives of PPL’s Executive Compensation Program			33
Our Process for Setting Executive Compensation			34
Market Compensation Analysis			34
2013 Total Direct Compensation			34
Base Salary			35
Annual Cash Incentive Awards			36
Long-Term Incentive Awards (Equity Awards)			39
Timing of Equity Awards			44
Ownership Guidelines; Hedging and Pledging Prohibitions			45
Recoupment Policy			45
Other Compensation Matters			46
Perquisites and Other Benefits			46
Indirect Compensation			46
Special Compensation			48
Tax and Accounting Considerations			50
Executive Compensation Tables			52
Summary Compensation Table			52
Grants of Plan-Based Awards During 2013			55
Outstanding Equity Awards at Fiscal Year-End 2013			57
Option Exercises and Stock Vested in 2013			60
Pension Benefits in 2013			60
Nonqualified Deferred Compensation in 2013			66
Potential Payments upon Termination or Change in Control of PPL Corporation			68
Change in Control Arrangements			68
Retention Agreements			71
Termination Benefits			72
Severance			72
SERP and PPL Executive Deferred Compensation Plan			73
Annual Cash Incentive Awards			73
Long-Term Incentive Awards			73

PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			79

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			81
Fees to Independent Auditor for 2013 and 2012			81

SHAREOWNER PROPOSALS			82

PROPOSAL 4: REQUEST FOR POLITICAL SPENDING REPORT			82

PPL’S STATEMENT IN RESPONSE			83

PROPOSAL 5: SPECIAL SHAREOWNER MEETINGS			85

PPL’S STATEMENT IN RESPONSE			85

(ii)

PPL CORPORATION

Two North Ninth Street

Allentown, Pennsylvania 18101

Proxy Statement

Annual Meeting of Shareowners

May 21, 2014

2:00 p.m. (local time)

We are providing these proxy materials in connection with the solicitation by the Board of Directors of PPL Corporation of proxies to be voted at the company’s Annual Meeting of Shareowners to be held on May 21, 2014, and at any adjournment or postponement of the Annual Meeting. Directors, officers and other company employees may also solicit proxies by telephone or otherwise. Brokers, banks and other holders of record will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. We first released this proxy statement and the accompanying proxy materials to shareowners on or about April 8, 2014.

GENERAL INFORMATION

On what matters am I voting?

There are five proposals scheduled to be voted on at the meeting:

•

the election of 12 directors, as listed in this proxy statement, for a term of one year;

•

an advisory vote to approve named executive officer compensation;

•

the ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the year ending December 31, 2014; and

•

the consideration of two shareowner proposals, if properly presented at the meeting.

Why am I receiving these proxy materials?

Our Board of Directors has made these materials available to you on the Internet or has delivered printed versions of these materials to you by mail in connection with the Board of Directors’ solicitation of proxies for use at our Annual Meeting of Shareowners. As a shareowner, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this Proxy Statement.

What is included in these materials?

These proxy materials include:

•

this Proxy Statement for the Annual Meeting; and

•

our Annual Report for the fiscal year ended December 31, 2013.

If you received printed versions of these materials by mail, these materials also include the proxy card or voting instruction form for the Annual Meeting.

PPL Corporation 2014 Proxy Statement 1

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of printed proxy materials?

In accordance with Securities and Exchange Commission, or SEC, rules, instead of mailing a printed copy of our proxy materials to all of our shareowners, we have elected to furnish such materials to selected shareowners by providing access to these documents over the Internet. Accordingly, on April 8, 2014, we sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our shareowners. These shareowners have the ability to access the proxy materials on a website referred to in the Notice and to download printable versions of the proxy materials or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy of the materials from us may be found in the Notice. We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help reduce the environmental impact and cost of the Annual Meeting.

How can I get electronic access to the proxy materials?

The Notice provides you with instructions regarding how to:

•

view our proxy materials for the Annual Meeting on the Internet;

•

vote your shares after you have viewed our proxy materials; and

•

request a printed copy of the proxy materials.

Copies of the proxy materials are available for viewing at www.pplweb.com/PPLCorpProxy.

If you received printed versions of these materials by mail, these materials also include the proxy card or voting instruction form for the Annual Meeting.

Who can vote?

Holders of PPL Corporation common stock as of the close of business on the record date, February 28, 2014, may vote at the Annual Meeting, either in person or by proxy. Each share of PPL Corporation common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

What is the difference between holding shares as a shareowner of record and as a beneficial owner?

If your shares are registered directly in your name with PPL Corporation’s transfer agent, Wells Fargo Bank, N.A., you are considered, with respect to those shares, the “shareowner of record.” The Notice or printed copies of the proxy materials have been sent directly to you by PPL Corporation.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name,” and the “shareholder of record” of your shares is your broker, bank or other holder of record. The Notice or printed copies of the proxy materials have been forwarded to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record to vote your shares. The company urges you to instruct your broker, bank or other holder of record on how to vote your shares. Please understand that, if you are a beneficial owner, the company does not know that you are a shareowner or how many shares you own.

2 PPL Corporation 2014 Proxy Statement

If I am a shareowner of record, how do I vote?

If you are a shareowner of record, you can vote via the Internet, by telephone, by mail or in person at the Annual Meeting.

•

Via the Internet

If you received a Notice, you may vote by proxy at www.proxypush.com/ppl by following the instructions found in the Notice. If you received or requested printed copies of the proxy materials by mail, you may vote via the Internet by following the instructions on your proxy card.

•

By telephone

If you received or requested printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free telephone number found on your proxy card. Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available when you call.

The telephone and Internet voting facilities for shareowners of record will be available 24 hours a day and will close at 11:59 p.m., Central Daylight Time, on May 20, 2014.

•

By mail

If you received or requested printed copies of the proxy materials by mail, you may vote by proxy by completing, signing and dating the proxy card and returning it in the postage-paid envelope we have provided. If you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the Board of Directors.

If the postage-paid envelope is missing, please mail your completed proxy card to PPL Corporation, c/o Shareowner Services, P.O. Box 64873, St. Paul, MN 55164-0873. We must receive your mailed proxy card no later than 11:59 p.m., Central Daylight Time, on May 20, 2014 in order for your vote to be counted.

•

In person at the Annual Meeting

You may come to the Annual Meeting and cast your vote there, either by proxy or by ballot. For those shareowners who received a Notice, please bring the Notice, which will serve as your admission ticket. For those shareowners who received printed copies of the proxy materials, please bring your admission ticket with you to the Annual Meeting.

If you vote via the Internet or by telephone, or mail to us your properly completed and signed proxy card, your shares of PPL Corporation common stock will be voted according to the choices that you specify. If you sign and mail your proxy card without marking any choices, your proxy will be voted:

•

FOR the election of all nominees listed for director;

•

FOR the advisory vote to approve named executive officer compensation;

•

FOR the ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the year ending December 31, 2014; and

•

AGAINST the two shareowner proposals.

PPL Corporation 2014 Proxy Statement 3

We do not expect that any other matters will be brought before the Annual Meeting. By giving your proxy, however, you appoint the persons named as proxies as your representatives at the meeting. If an issue comes up for vote at the Annual Meeting that is not included in the proxy material, the proxy holders will vote your shares in accordance with their best judgment.

If I am a beneficial owner of shares held in street name, how do I vote?

As the beneficial owner of shares held in street name, you have the right to direct your broker, bank or other holder of record how to vote your shares, and it is required to vote your shares in accordance with your instructions. If you do not give instructions to your brokerage firm or bank, it will nevertheless be entitled to vote your shares with respect to “routine” items, but it will not be permitted to vote your shares with respect to “non-routine” items. In the case of a non-routine item, your shares will be considered “broker non-votes” on that proposal.

We recommend that you follow the voting instructions in the materials you receive from your broker, bank or other holder of record to vote via the Internet, by telephone or by mail. You may vote shares held in street name at the Annual Meeting only if you obtain a signed proxy from the record holder (broker or other nominee) giving you the right to vote the shares. Please see the attendance requirements discussed under “Who can attend the Annual Meeting?”

As a participant in the PPL Corporation Employee Stock Ownership Plan, how do I vote shares held in my plan account?

If you are a participant in our Employee Stock Ownership Plan, you have the right to provide voting directions to the plan trustee, Fidelity Investments, by submitting your ballot card for those shares of our common stock that are held by the plan and allocated to your account. Plan participant ballots are treated confidentially. Full and fractional shares credited to your account under the plan as of February 28, 2014 will be voted by the trustee in accordance with your instructions. Participants may not vote in person at the Annual Meeting. Similar to the process for shareowners of PPL Corporation common stock who receive printed proxy materials, you may vote by mail, telephone or on the Internet. To allow sufficient time for voting by the trustee of the plan, your ballot must be returned by 11:59 p.m., Central Daylight Time, on May 18, 2014 if you vote by mail, by telephone or on the Internet. Please follow the ballot instructions specific to the participants in the Employee Stock Ownership Plan.

If you do not return your ballot, or return it unsigned, or do not vote by phone or on the Internet, the plan provides that the trustee will vote your shares in the same percentage as shares held by participants for which the trustee has received timely voting instructions. The plan trustee will follow participants’ voting directions and the plan procedure for voting in the absence of voting directions, unless it determines that to do so would be contrary to the Employee Retirement Income Security Act of 1974.

May I change or revoke my vote?

Any shareowner giving a proxy has the right to revoke it at any time before it is voted by:

•

giving notice in writing to our Corporate Secretary, which must be received no later than the close of business on May 20, 2014;

•

by completing, signing, dating and returning a new proxy card or voting instruction form with a later date;

•

providing a later-dated vote using the telephone or Internet voting procedures; or

•

attending the Annual Meeting and voting in person.

4 PPL Corporation 2014 Proxy Statement

Will my shares be voted if I do not provide my proxy?

It depends on whether you hold your shares in your own name or as the beneficial owner in the name of a broker, bank or other holder of record. If you hold your shares directly in your own name, they will not be voted unless you provide a proxy or vote in person at the Annual Meeting. Brokerage firms, banks or other holders of record generally have the authority to vote customers’ unvoted shares on certain routine matters. For example, if your shares are held in the name of a brokerage firm, bank or other holder of record, such firm can vote your shares for the ratification of the appointment of Ernst & Young LLP, as this matter is considered routine under the applicable rules. The company urges you to instruct your broker, bank or other holder of record on how to vote your shares.

Who can attend the Annual Meeting?

If you are a shareowner of record and you received a Notice, the Notice will serve as your admission ticket. If you are a shareowner of record who received or requested printed copies of the proxy materials by mail, your admission ticket is enclosed with your proxy materials. If you hold shares through the Employee Stock Ownership Plan, your admission ticket is the letter enclosed with your ballot card. You will need to bring your Notice or admission ticket, along with picture identification, to the meeting. If you own shares as a beneficial owner (in street name), please bring to the meeting proof of your PPL common stock ownership, such as your most recent brokerage statement, or an ownership confirmation letter from your broker, or your Notice or PPL voting instruction form sent to you by your broker, along with picture identification. PPL will use your brokerage document to verify your ownership of PPL common stock and admit you to the meeting.

How can I obtain directions to the Annual Meeting?

To obtain directions to the Annual Meeting, please contact the Corporate Secretary’s Office, c/o PPL Corporation, TW-15, Two North Ninth Street, Allentown, Pennsylvania 18101.

Is there a way for me to listen to the meeting if I am unable to attend in person?

Shareowners will have access to an audio feed of this year’s Annual Meeting. To listen to the meeting, go to the “Investors” section of pplweb.com and click on the “Listen to Annual Meeting” button, which will be available on the day of the meeting. You will be asked to identify yourself to confirm you are a shareowner.

What constitutes a quorum?

In order to conduct the Annual Meeting, a majority of the outstanding shares entitled to vote must be present, in person or by proxy, in order to constitute a quorum. As of the record date, there were 630,911,121 shares of common stock outstanding, and each share of common stock is entitled to one vote. No shares of preferred stock of the company were outstanding. If you submit a properly executed proxy card or vote by telephone or on the Internet, you will be considered part of the quorum. Abstentions and “broker non-votes” will be counted as shares present and entitled to vote at the meeting for purposes of determining a quorum, so long as the broker, bank or other holder of record casts a vote on behalf of a shareowner on any issue other than a procedural motion. A “broker non-vote” occurs when a broker, bank or other holder of record who holds shares for another person has not received voting instructions from the beneficial owner of the shares and, under New York Stock Exchange, or NYSE, listing standards, does not have discretionary authority to vote on a proposal.

PPL Corporation 2014 Proxy Statement 5

What vote is needed for these proposals to be adopted?

Each matter to be submitted to shareowners, including the election of directors, requires the affirmative vote of a majority of the votes cast, in person or by proxy, by the shareowners at the meeting. For purposes of determining the number of votes cast with respect to a particular matter, only those cast “for” or “against” are included. Abstentions and broker non-votes are counted only for purposes of determining whether a quorum is present at the meeting.

Under our Amended and Restated Articles of Incorporation and our Guidelines for Corporate Governance, directors must be elected by a majority of the votes cast in uncontested elections, such as the election of directors at the Annual Meeting. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee. Abstentions and broker non-votes are not counted as votes “for” or “against” a director nominee. Any nominee who is an incumbent director and does not receive a majority of votes cast “for” his or her election would be required to tender his or her resignation promptly following the failure to receive the required vote. Within 90 days following the final tabulation of the shareowner vote, the Compensation, Governance and Nominating Committee would then be required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation. The Board must then promptly disclose its decision-making process. In a contested election, the required vote would be a plurality of votes cast. Full details of this policy are set forth in our Guidelines for Corporate Governance, which can be found in the Corporate Governance section of our website (www.pplweb.com/Guidelines).

Proposal 1 (election of directors), Proposal 3 (advisory vote to approve executive compensation) and Proposals 4 and 5 (shareowner proposals) are “non-routine” matters under NYSE rules, and brokerage firms, banks or other holders of record are prohibited from voting on each of these proposals without receiving instructions from the beneficial owners of the shares. Abstentions and broker non-votes will not be considered as votes cast and will have no effect on the outcome of the vote.

Proposal 2 (ratification of auditors) is considered to be a “routine” matter under NYSE rules, and brokers, banks or other holders of record may vote in their discretion on behalf of clients who have not furnished voting instructions. Abstentions will not be treated as votes cast and will have no effect on the outcome of the vote on this proposal.

Who conducts the proxy solicitation and how much will it cost?

PPL Corporation will pay the cost of soliciting proxies on behalf of the Board of Directors. In addition to the solicitation by mail, a number of regular employees may solicit proxies in person, over the Internet, by telephone or by facsimile. We have retained Innisfree M&A Incorporated to assist in the solicitation of proxies for the Annual Meeting, and we expect that the remuneration to Innisfree for its services will not exceed $15,000, plus reimbursement for out-of-pocket expenses. Brokers, banks and other holders of record who hold shares for the benefit of others will be asked to send proxy material to the beneficial owners of the shares, and we will reimburse them for their expenses.

Who can assist me if I have questions about the annual meeting or need help voting my shares?

Your vote is important! If you need any help voting your shares or have questions about the annual meeting, please call the firm assisting us with the solicitation of proxies:

INNISFREE M&A INCORPORATED

Shareowners may call toll-free at 877-825-8730

Banks and brokers may call collect at 212-750-5833

6 PPL Corporation 2014 Proxy Statement

How does the company keep voter information confidential?

To preserve voter confidentiality, we voluntarily limit access to shareowner voting records to certain designated employees of PPL Services Corporation. These employees sign a confidentiality agreement that prohibits them from disclosing the manner in which a shareowner has voted to any employee of a PPL affiliate or to any other person (except to the Judges of Election or the person in whose name the shares are registered), unless otherwise required by law.

What is householding, and how does it affect me?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareowners of record who have the same address and last name and receive hard copies of the Annual Meeting materials will receive only one copy of this Notice of Annual Meeting and Proxy Statement and the Annual Report 2013, unless we are notified that one or more of these shareowners wishes to continue receiving individual copies. If you and other PPL shareowners living in your household do not have the same last name, you may also request to receive only one copy of future proxy statements and financial reports.

Householding conserves natural resources and reduces our distribution costs. Shareowners who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings.

If you are eligible for householding, but you and other shareowners of record with whom you share an address currently receive multiple copies of this Notice of Annual Meeting and Proxy Statement and any accompanying documents, or if you hold PPL stock in more than one account, and in either case you wish to receive only a single copy of each document for your household, please contact our transfer agent, Wells Fargo Bank, N.A. in writing: 1110 Centre Point Curve, Suite 101, Mendota Heights, MN 55120; or by telephone: toll free in the U.S. at 877-602-7615.

Alternatively, if you participate in householding and wish to receive a separate copy of this Notice of Annual Meeting and Proxy Statement and any accompanying documents or prefer to discontinue your participation in householding, please contact Wells Fargo as indicated above and a separate copy will be sent to you promptly.

If you are a beneficial owner, you can request information about householding from your bank, broker or other holder of record.

When are the 2015 shareowner proposals due?

To be included in the proxy materials for the 2015 Annual Meeting, any proposal intended to be presented at that Annual Meeting by a shareowner must be received by the Secretary of the company in writing no later than December 9, 2014:

Corporate Secretary’s Office

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101

To be properly brought before the Annual Meeting, any other proposal must be received no later than 75 days in advance of the date of the 2015 Annual Meeting.

PPL Corporation 2014 Proxy Statement 7

PROPOSAL 1: ELECTION OF DIRECTORS

Twelve members of our Board are standing for re-election, to hold office until the next Annual Meeting of Shareowners. Each nominee elected as a Director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or retirement.

The Board of Directors has no reason to believe that any of the nominees will become unavailable for election, but, if any nominee should become unavailable prior to the Annual Meeting, the accompanying proxy will be voted for the election of such other person as the Board of Directors may recommend in place of that nominee.

The proxies appointed by the Board of Directors intend to vote the proxy for the election of each of these nominees, unless you indicate otherwise on the proxy or ballot card.

The following pages contain biographical information about the nominees, as well as information concerning the particular experience, qualifications, attributes and/or skills that led the Compensation, Governance and Nominating Committee and the Board to determine that each nominee should serve as a director. In addition, a majority of our directors serve or have served on boards and board committees (including, in many cases, as committee chairs) of other public companies, which we believe provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our Board.

Nominees for Directors:

LOGO

FREDERICK M. BERNTHAL

Age: 71

Director since: 1997

Independent Director

Board Committees:

• Audit

• Executive

• Nuclear Oversight (Chair)

Dr. Bernthal is the retired President of Universities Research Association (URA), a position he held from 1994 until March 2011. URA is a consortium of research universities engaged in the construction and operation of major research facilities on behalf of the U.S. Department of Energy and the National Science Foundation. Dr. Bernthal served from 1990 to 1994 as Deputy Director of the National Science Foundation, from 1988 to 1990 as Assistant Secretary of State for Oceans, Environment and Science, and from 1983 to 1988 as a member of the U.S. Nuclear Regulatory Commission.

Experience and Qualifications. Having served as a member of the Nuclear Regulatory Commission and considering his governmental and leadership experience, Dr. Bernthal brings to our Board of Directors a unique point of view and knowledge vital to a company having nuclear operations.

8 PPL Corporation 2014 Proxy Statement

LOGO

JOHN W. CONWAY

Age: 68

Director since: 2000

Independent Director

Lead Director

Board Committees:

• Compensation, Governance
and Nominating

• Executive

• Finance

Other Public Directorships:

• Crown Holdings, Inc.

Mr. Conway is Chairman of the Board and Chief Executive Officer of Crown Holdings, Inc., positions he has held since 2001. He also served as President from 2001 until March 2013. Prior to 2001, he served as President and Chief Operating Officer. Crown is an international manufacturer of packaging products for consumer goods. Mr. Conway joined Crown in 1991 as a result of its acquisition of Continental Can International Corporation. Prior to 1991, he served as President of Continental Can and in various other management positions. Mr. Conway is the past Chairman of the Can Manufacturers Institute.

Experience and Qualifications. With years of demonstrated managerial ability as a CEO and COO of a large global manufacturing company, Mr. Conway brings to our Board a wealth of knowledge of organizational and operational management, as well as board leadership experience, essential to a large public company.

PHILIP G. COX

Age: 62

Director since: May 2013

Independent Director

Board Committees:

• Finance

• Nuclear Oversight

Other Public Directorships:

• Wm Morrison Supermarkets PLC

• Meggitt PLC

Former Public Directorships
within the Last Five Years:

• International Power Ltd. (2003-April 2013)

• Tractebel Energia S.A. (2011-March 2013)

• Wincanton plc (2001 to 2009)

Mr. Cox retired in April 2013 as Chief Executive Officer of International Power Ltd., a global independent power producer based in the United Kingdom. He was promoted to that position in 2003 after serving in his previous role of Chief Financial Officer, a position he held since 2000. Before joining International Power, Mr. Cox served as Senior Vice President-Operational Planning at Invensys plc from 1999 to 2000 and in several financial roles at Siebe PLC, including Chief Financial Officer, from 1989 to 1999. Before joining Siebe, he served in several senior roles in both public and private industry, after beginning his career with Price Waterhouse in 1973, where he qualified as a Chartered Accountant in 1976. He was awarded a CBE (Commander of the British Empire) for services to the energy industry in 2013.

Experience and Qualifications. Having served as the CEO and CFO of a global energy company, as well as in other leadership and accounting roles throughout his career, Mr. Cox provides critical insight into organizational and operational management, global business and financial matters to our Board.

PPL Corporation 2014 Proxy Statement 9

10 PPL Corporation 2014 Proxy Statement

STUART E. GRAHAM

Age: 68

Director since: 2008

Independent Director

Board Committees:

• Compensation, Governance and Nominating

• Executive

• Nuclear Oversight

Other Public Directorships:

• Harsco Corporation

• Industrivärden AB

• Skanska AB (Chairman)

Former Public Directorships within the Last Five Years:

• Securitas AB (2006-2009)

Mr. Graham retired in April 2008 as President and Chief Executive Officer of Sweden-based Skanska AB, an international project development and construction company. He continued to serve as chairman of Skanska USA Inc., a U.S. subsidiary, until May of 2011. Mr. Graham was named President and CEO of Skanska AB and was elected to its board of directors in 2002. From 2000 to 2002, Mr. Graham served as executive vice president and as a member of the senior executive team of Skanska AB. Mr. Graham’s career includes more than four decades of experience in the infrastructure and construction industry, including executive management responsibilities for Skanska’s business units in the United States, the United Kingdom, Hong Kong and South America. He is past chairman of the Engineering and Construction Governors Council of the World Economic Forum and founded the Engineering and Construction Risk Institute.

Experience and Qualifications. Having served as the CEO of a global construction firm, Mr. Graham brings to our Board a strong mix of organizational and operational management skills and global business experience, as well as board leadership experience from a variety of public company boards, all of which are essential to a large public company.

STUART HEYDT

Age: 74

Director since: 1991

Independent Director

Board Committees:

• Audit

• Compensation, Governance and Nominating

• Executive

• Nuclear Oversight

Dr. Heydt retired in 2000 as Chief Executive Officer of the Geisinger Health System, a nonprofit healthcare provider, a position he held since 1991. He is past president and a Distinguished Fellow of the American College of Physician Executives.

Experience and Qualifications. Having served as the CEO of a large healthcare system, Dr. Heydt provides critical insight into organizational and operational management matters, as well as leadership experience, to our Board of Directors.

PPL Corporation 2014 Proxy Statement 11

RAJA RAJAMANNAR

Age: 52

Director since: 2011

Independent Director

Board Committees:

• Audit

• Finance

12 PPL Corporation 2014 Proxy Statement


	WILLIAM H. SPENCE Age: 57 Director since: 2011 Management Director	Board Committees: • Executive (Chair)
Mr. Spence is Chairman, President and Chief Executive Officer of PPL Corporation. Prior to his current appointment as Chairman in April 2012, Mr. Spence was named Chief Executive Officer and appointed to the board of directors of PPL Corporation in November 2011, was named President and Chief Operating Officer in July 2011, and served as Executive Vice President and Chief Operating Officer since June of 2006. Prior to joining PPL in June 2006, Mr. Spence had 19 years of service with Pepco Holdings, Inc. and its heritage companies, Delmarva Power and Conectiv. He served as Senior Vice President of Pepco Holdings from August 2002 and as Senior Vice President of Conectiv Holdings since September 2000. He joined Delmarva Power in 1987 in that company’s regulated gas business, where he held various management positions before being named Vice President of Trading in 1996. Mr. Spence also serves on the boards of several wholly owned subsidiaries of PPL Corporation. He is chair of the Corporate Leadership Council, an internal committee comprised of executive officers of PPL Corporation. Experience and Qualifications. Having broad-ranging operating experience in the energy industry, Mr. Spence brings a full range of strategic management expertise, a broad understanding of the issues facing a global business in the energy industry and an in-depth knowledge of the company’s business and culture to the Board and the Chairman position.
	NATICA VON ALTHANN Age: 63 Director since: 2009 Independent Director	Board Committees: • Audit • Finance (Chair) • Nuclear Oversight
Ms. von Althann was a founding partner of C&A Advisors, a consulting firm in the financial services and risk management areas, from 2009 until 2013. She retired in June 2008 as the Senior Credit Risk Management Executive for Bank of America and Chief Credit Officer of U.S. Trust, an investment management company. Prior to being appointed to the Bank of America position in 2007 after U.S. Trust was acquired by Bank of America, Ms. von Althann served as Chief Credit Officer of U.S. Trust since 2003. Prior to joining U.S. Trust in 2003, Ms. von Althann served as managing director at IQ Venture Partners, an investment banking boutique. Previously, she spent 26 years at Citigroup, including in a number of senior management roles. During her time at Citigroup, among other positions, she served as managing director and co-head of Citicorp’s U.S. Telecommunications-Technology group, managing director and global industry head of the Retail and Apparel group and division executive and market region head for Latin America in the Citigroup private banking group. Ms. von Althann currently serves as a director of TD Bank US Holding Company and its two bank subsidiaries, TD Bank, N.A. and TD Bank USA, N.A. Experience and Qualifications. With her extensive background in the banking industry, including operating responsibilities and senior management experience, Ms. von Althann brings to our Board a wealth of knowledge of organizational and operational management, as well as financial and risk management expertise, essential to a large public company.

PPL Corporation 2014 Proxy Statement 13

KEITH H. WILLIAMSON

Age: 61

Director since: 2005

Independent Director

Board Committees:

• Audit

• Finance

Mr. Williamson is Executive Vice President, Secretary and General Counsel of Centene Corporation. Prior to being promoted to this position in November 2012, he served as Senior Vice President, Secretary and General Counsel, a position he held since 2006. Centene Corporation is a provider of Medicaid-managed care and specialty healthcare services for under-insured and uninsured individuals. He previously served as President of the Capital Services Division of Pitney Bowes Inc., a position he held since 1999. Pitney Bowes is a global provider of integrated mail, messaging and document management solutions. Mr. Williamson joined Pitney Bowes in 1988 and held a series of positions in the company’s tax, finance and legal operations, including oversight of the treasury function and rating agency activity.

Experience and Qualifications. With years of demonstrated leadership and business experience in a variety of industry positions with publicly traded companies, Mr. Williamson brings to our Board of Directors a combination of general business and finance experience which is crucial to a large public company.

Your Board of Directors recommends that shareowners

vote FOR the election of each of these nominees for director

GOVERNANCE OF THE COMPANY

Board of Directors

Attendance. The Board of Directors met six times during 2013. Each director attended at least 75% of the meetings held by the Board and the committees on which he or she served during the year. The average attendance of directors at Board and Committee meetings held during 2013 was 94%. Directors are expected to attend all meetings of shareowners, the Board and the Committees on which they serve. All of our directors attended the 2013 Annual Meeting of Shareowners.

Independence of Directors. The Board has established guidelines to assist it in determining director independence, which conform to the independence requirements of the NYSE listing standards. In addition to applying these guidelines, which are available in the Corporate Governance section of our website (www.pplweb.com/Independence-Standards-July2009), the Board considers all relevant facts and circumstances in making an independence determination. The Board determined that the following 11 directors, constituting all of PPL’s non-employee directors, are independent from the company and management pursuant to its independence guidelines: Drs. Bernthal and Heydt, Messrs. Conway, Cox, Elliott, Graham, Rajamannar, Rogerson and Williamson, and Mmes. Goeser and von Althann.

In reaching this conclusion, the Board considered transactions and relationships between each director or any member of his or her immediate family and the company and its subsidiaries. From time to time, our subsidiaries have transacted business in the ordinary course with companies with which several of our directors are or were affiliated. In particular, the Board considered that with respect to each of the

14 PPL Corporation 2014 Proxy Statement

most recent three completed fiscal years for Mr. Rogerson, and for 2011 and 2012 for Mr. Rajamannar, each was an officer of a company with which PPL has engaged in business transactions in the ordinary course. The Board reviewed all transactions with each of these companies and determined that the annual amount of revenues received by Mr. Rogerson’s company or Mr. Rajamannar’s companies in each fiscal year was significantly below 1% of the consolidated gross revenues of both PPL and such other companies. As part of its determination, the Board also considered that the transactions were competitively bid.

The Board determined that none of these relationships were material or affected the independence of such directors under either the company’s independence guidelines or the applicable NYSE rules. Under the categorical standard of independence that the Board adopted for the company, business transactions between the company (and its subsidiaries) and a director’s employer or the employer of the director’s “immediate family member,” as defined by the rules of the NYSE, not involving more than 2% of the employer’s consolidated gross revenues in any fiscal year, will not impair the director’s independence. All of the transactions considered were significantly below 1% of the consolidated gross revenues of any of the companies involved.

Executive Sessions; Presiding and Lead Director. The independent directors meet in regular executive sessions during each Board meeting without management present. Mr. Conway serves as the presiding director in chairing these executive sessions and also serves as the “lead” director of the Board.

Board Leadership Structure. The positions of Chairman and Chief Executive Officer, or CEO, are held by Mr. Spence. Mr. Conway serves as an independent lead director. The Board believes that the responsibilities delegated to the lead director are substantially similar to many of the functions typically fulfilled by a board chairman. The Board believes that its lead director position balances the need for effective and independent oversight of management with the need for strong, unified leadership. Of our 12 director nominees, only Mr. Spence is not independent from the company. All of our committees, with the exception of the Executive Committee on which Mr. Spence serves, are composed entirely of independent directors, and the agendas are driven by the independent chairs through discussions with designated management liaisons. Each independent director is encouraged to, and does, regularly contact management with either questions or suggestions for agenda items. The Board does not believe that the establishment of an independent chairman is necessary or recommended at the present time. The Board continues to have the right to separate those roles if it were to determine that such a separation would be in the best interest of the company, its shareowners and other stakeholders.

The lead director serves in the following roles:

•

presides at all meetings of the Board at which the Chairman and CEO is not present, including executive sessions of the independent directors that occur at each Board meeting;

•

serves as an adviser to the Chairman and CEO, as well as a non-exclusive liaison between the independent directors and the Chairman and CEO;

•

periodically reviews or suggests meeting agendas and schedules for the Board and at least annually solicits suggestions from the Board on meeting topics, such as strategy, management performance and governance matters;

•

has the authority to call meetings of the independent directors;

•

responds to shareowner and other stakeholder questions that are directed to the presiding or lead director, as well as to the independent directors as a group; and

•

fulfills such other responsibilities as the Board may from time to time request.

PPL Corporation 2014 Proxy Statement 15

The Corporate Secretary’s Office, together with any other key employees requested by the lead director, provides support to the lead director in fulfilling his role.

Guidelines for Corporate Governance. You can find the full text of our Guidelines for Corporate Governance in the Corporate Governance section of our website (www.pplweb.com/Guidelines).

Communications with the Board. Shareowners or other parties interested in communicating with the lead director, with the Board or with the independent directors as a group may write to the following address:

The Lead Director or the Board of Directors

c/o Corporate Secretary’s Office

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101

The Corporate Secretary’s Office forwards all correspondence to the respective Board members, with the exception of commercial solicitations, advertisements or obvious “junk” mail. Concerns relating to accounting, internal controls or auditing matters are to be brought immediately to the attention of the company’s Office of Business Ethics and Compliance and are handled in accordance with procedures established by the Audit Committee with respect to such matters.

Code of Ethics. We maintain a code of business conduct and ethics, our Standards of Integrity, which are applicable to all Board members and employees of the company and its subsidiaries, including the principal executive officer, the principal financial officer and the principal accounting officer of the company. You can find the full text of the Standards in the Corporate Governance section of our website (www.pplweb.com/Standards-of-Integrity).

Board Committees

The Board of Directors has five standing committees:

•

the Executive Committee;

•

the Compensation, Governance and Nominating Committee;

•

the Finance Committee;

•

the Nuclear Oversight Committee; and

•

the Audit Committee.

Each non-employee director usually serves on one or more of these committees. All of our committees, with the exception of the Executive Committee, are composed entirely of independent directors. Each committee has a charter, all of which are available in the Corporate Governance section of the company’s website (www.pplweb.com/board-committees).

16 PPL Corporation 2014 Proxy Statement

The following table shows the directors who are currently members or chairs of each of the standing Board Committees and the number of meetings each committee held in 2013.

Board Committee Membership

Director

Audit

Compensation,
Governance and
Nominating

Executive

Finance

Nuclear
Oversight

Frederick M. Bernthal

Chair

John W. Conway⁽¹⁾

I/LD

Philip G. Cox⁽²⁾

Steven G. Elliott⁽³⁾

Chair

Louise K. Goeser

Stuart E. Graham

Stuart Heydt

Raja Rajamannar

Craig A. Rogerson

Chair

William H. Spence

—

Chair

Natica von Althann⁽³⁾

Chair

Keith H. Williamson

Number of Meetings in 2013

I Independent Director LD Lead Director — Chairman of the Board

⁽¹⁾

Joined the Compensation, Governance and Nominating Committee on February 1, 2013.

⁽²⁾

Joined the Finance and Nuclear Oversight Committees on May 1, 2013.

⁽³⁾

Designated as an “audit committee financial expert” as defined by the rules and regulations of the SEC.

Executive Committee. During periods between Board meetings, the Executive Committee may exercise all of the powers of the Board of Directors, except that the Executive Committee may not elect directors, change the membership of or fill vacancies in the Executive Committee, fix the compensation of the directors, change the Bylaws or take any action restricted by the Pennsylvania Business Corporation Law or the Bylaws (including actions committed to another Board committee).

Compensation, Governance and Nominating Committee. The principal functions of the Compensation, Governance and Nominating Committee, or CGNC, are:

•

to review and evaluate at least annually the performance of the chief executive officer and other executive officers of the company, including setting goals and objectives, and to set their remuneration, including incentive awards;

•

to review management’s succession planning;

•

to identify and recommend to the Board of Directors candidates for election to the Board;

•

to review the fees paid to outside directors for their services on the Board of Directors and its Committees;

•

to establish and administer programs for evaluating the performance of Board members; and

•

to develop and recommend to the Board corporate governance guidelines applicable to the company.

PPL Corporation 2014 Proxy Statement 17

All of the members of the CGNC are independent within the meaning of the listing standards of the NYSE, including those rules applicable to board and committee service, and the company’s standards of independence described above under the heading “Independence of Directors.” In addition, each member of the CGNC is a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and is an “outside director” as defined in Section 162(m) of the Internal Revenue Code.

Compensation Processes and Procedures

Decisions regarding the compensation of our executive officers are made by the CGNC. Specifically, the CGNC has strategic and administrative responsibility for a broad range of issues, including ensuring that we compensate executive officers effectively and in a manner consistent with our stated compensation strategy. The CGNC also oversees the administration of our executive compensation plans, including the design of, and performance measures and award opportunities for, the executive incentive programs, and some employee benefits.

The CGNC periodically reviews executive officer compensation to ensure that compensation is consistent with our compensation philosophy, company and personal performance, changes in market practices and changes in an individual’s responsibilities. At the CGNC’s January in-person meeting each year, the CGNC reviews the performance of executive officers and makes awards for the just-completed calendar year.

To assist in its efforts to meet the objectives outlined above, the CGNC retains Pay Governance LLC, an independent consulting firm, to advise it on a regular basis on executive compensation programs. Pay Governance provides additional information to the CGNC so that it can determine whether the company’s executive compensation programs are reasonable and consistent with competitive practices. Representatives of Pay Governance regularly participate in CGNC meetings and provide advice as to compensation trends and best practices, plan design, and competitive market comparisons.

The CGNC regularly engages Pay Governance to provide the following information and analyses:

•

Utility Industry Executive Compensation Trends Presentation — provides a report on current trends in utility industry executive compensation.

•

Director Pay Analysis — reviews the pay program for PPL’s non-employee directors relative to a group of utility companies and to a broad spectrum of general industry companies.

•

Executive Compensation Analysis — provides a review of compensation for the executive officer positions at PPL, including all of the named executive officers. This review includes both utility and general industry medians, and it results in a report on the compensation of executive officers and competitive market data. A detailed discussion of the competitive market comparison process is provided below, in “Compensation Discussion and Analysis —Market Compensation Analysis” beginning on page 34.

•

Change in Control Analysis — conducted annually to prepare calculations of severance benefit and tax gross-up values for those named executive officers who have such benefits for disclosure in the proxy statement (see “Potential Payments upon Termination or Change in Control of PPL Corporation – Termination Benefits” beginning on page 72 and table following that section beginning on page 75).

Additionally, management may request analyses or information from Pay Governance in order to assist it in the administration of the executive compensation programs, including competitive analysis on new executive positions and valuation support for the company’s stock award program — such as Black-

18 PPL Corporation 2014 Proxy Statement

Scholes calculations for stock options and the valuation of performance unit grants for accounting purposes.

The Chief Human Resources Officer is management’s liaison to the CGNC, and his staff provides support for the CGNC and regularly interacts with Pay Governance.

Annually, the CGNC requests that Pay Governance present emerging issues and trends in executive compensation among the largest U.S. utilities at its July meeting and provide a detailed analysis of competitive pay levels and practices at its year-end meeting. The CGNC uses this analysis to provide a general understanding of current market practices when it assesses performance and considers salary levels and incentive awards at its January meeting following the performance year.

Based on a business plan approved by the Board of Directors, the CGNC considers the related goals for the annual cash incentive program and the long-term incentive program for the upcoming year, based on industry and market conditions and other factors. All incentive goals for executive officers are reviewed and approved by the CGNC.

The CGNC has the authority to review and approve annually the compensation structure, including goals and objectives, of the chief executive officer, or CEO, and other executive officers who are subject to Section 16 of the Exchange Act, including all of the executive officers named in this proxy statement. The CEO reviews with the CGNC his evaluation of the performance and leadership of: (1) the executive officers who report directly to him, including the presidents of the major business lines; and (2) the treasurer and the controller, with input from the chief financial officer, or CFO. The CEO presents his compensation recommendations to the CGNC, and based in large part on such recommendations, the CGNC approves the annual compensation, including salary, incentive compensation and other remuneration, of such executive officers. In preparing his recommendations, the CEO may discuss his evaluations and potential recommendations with the Chief Human Resources Officer and representatives of Pay Governance. The CEO does not discuss his own compensation with Pay Governance or with the CGNC.

The CGNC manages a process for the Board of Directors to evaluate our CEO. Each director, other than the CEO, completes an evaluation of the CEO and submits the evaluation to the Chair of the CGNC. The evaluation is presented to the outside directors of the Board and discussed at the January meeting. A summary evaluation is compiled by the Chair of the CGNC, who then discusses the evaluation with the CEO. The CGNC determines the CEO’s salary and incentive awards at its January meeting, based on the Board’s evaluation.

The Board of Directors, with recommendations from the CGNC, determines the amount and form of director compensation. Pay Governance also assists the CGNC with this determination.

The CGNC annually reviews and approves total expenditures paid to Pay Governance. Pay Governance and its affiliates do not provide any services to the company or any of the company’s affiliates other than advising the CGNC on director and executive officer compensation. In July 2013, the CGNC evaluated whether any work provided by Pay Governance raised any conflict of interest, including the work it performs as an independent compensation consultant for Crown Holdings, Inc., where Mr. Conway serves as Chairman and CEO, and who became a member of the CGNC during 2013. After consideration of the facts and circumstances, the CGNC determined that there was no conflict of interest.

PPL Corporation 2014 Proxy Statement 19

Director Nomination Process

The CGNC establishes guidelines for new directors and evaluates director candidates. In considering candidates, the CGNC seeks individuals who possess strong personal and professional ethics, high standards of integrity and values, independence of thought and judgment and who have senior corporate leadership experience. The company believes that prior business experience at a senior executive level is desired, and it seeks candidates who have diverse experience relevant to serving on the Board, such as financial, operating and nuclear.

In addition, the CGNC seeks individuals who have a broad range of demonstrated abilities and accomplishments beyond corporate leadership. These abilities include the skill and expertise sufficient to provide sound and prudent guidance with respect to all of the company’s operations and interests. The CGNC believes that, while diversity and variety of experiences and viewpoints represented on the board should always be considered, a director nominee should not be chosen solely or largely because of race, color, gender, national origin or sexual orientation or identity. In selecting a director nominee, the CGNC focuses on skills, expertise or background that would complement the existing board, recognizing that the company’s businesses and operations are diverse and global in nature. Our directors come from diverse backgrounds including industrial, energy, financial, non-profit and healthcare. Finally, the CGNC seeks individuals who are capable of devoting the required amount of time to serve effectively, including preparation time and attendance at Board, committee and shareowner meetings.

Nominations for the election of directors may be made by the Board of Directors, the CGNC or any shareowner entitled to vote in the election of directors generally. The CGNC screens all candidates in the same manner regardless of the source of the recommendation. The CGNC’s review is typically based on any written materials provided with respect to a candidate. The CGNC determines whether a candidate meets the company’s general qualifications and specific qualities and skills for directors and whether requesting additional information or an interview is appropriate.

If the CGNC or management identifies a need to add a new Board member to fulfill a special requirement or to fill a vacancy, the CGNC usually retains a third-party search firm to identify a candidate or candidates. The CGNC seeks prospective nominees through personal referrals, independent inquiries by directors and search firms. Once the CGNC has identified a prospective nominee, it generally requests the third-party search firm to gather additional information about the prospective nominee’s background and experience. The CEO, the chair of the CGNC and other members of the CGNC, if available, then interview the prospective candidates in person. After completing the interview and evaluation process, which includes evaluating the prospective nominee against the standards and qualifications set out in the company’s Guidelines for Corporate Governance, the CGNC makes a recommendation to the full Board as to the persons who should be nominated by the Board. The Board then votes on whether to approve the nominee after considering the recommendation and report of the CGNC.

When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the company’s business and structure, the Board focused primarily on the information discussed in each of the Board members’ biographical information set forth on pages 8 to 14. In particular, in connection with the nominations of each director for election as directors at the 2014 Annual Meeting of Shareowners, the Board considered their contributions to the company’s success during their previous years of Board service.

20 PPL Corporation 2014 Proxy Statement

Shareowners interested in recommending nominees for directors should submit their recommendations in writing to:

Corporate Secretary

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101

In order to be considered, we must receive nominations by shareowners at least 75 days prior to the 2015 Annual Meeting. The nominations must also contain the information required by our Bylaws, such as the name and address of the shareowner making the nomination and of the proposed nominees and certain other information concerning the shareowner and the nominee. The exact procedures for making nominations are included in our Bylaws, which can be found at the Corporate Governance section of our website (www.pplweb.com/Bylaws).

Compensation Committee Interlocks and Insider Participation. During 2013, none of the members of the CGNC was an officer or employee of the company, and no executive officer of the company served on the compensation committee or board of any company while that company employed any member of the CGNC.

Finance Committee. The principal functions of the Finance Committee are:

•

to review and approve annually the three-year business plan, which includes the annual financing plan, as well as the five-year capital expenditure plan for the company;

•

to approve company financings in excess of $50 million, to the extent not contemplated by the annual financing plan approved by the Finance Committee;

•

to approve reductions of the outstanding securities of the company in excess of $100 million;

•

to authorize capital expenditures in excess of $100 million;

•

to authorize acquisitions and dispositions in excess of $75 million; and

•

to review, approve and monitor the policies and practices of the company and its subsidiaries in managing financial risk.

All of the members of this committee are independent within the meaning of the listing standards of the NYSE and the company’s standards of independence described above under the heading “Independence of Directors.”

Nuclear Oversight Committee. The principal functions of the Nuclear Oversight Committee are:

•

to assist the Board of Directors in the fulfillment of its responsibilities for oversight of the company’s nuclear operations;

•

to advise company management on nuclear matters; and

•

to provide advice and recommendations to the Board of Directors concerning the future direction of the company and management performance related to nuclear operations.

PPL Corporation 2014 Proxy Statement 21

Audit Committee. The primary function of the Audit Committee is to assist the company’s Board of Directors in the oversight of:

•

the integrity of the financial statements of the company and its subsidiaries;

•

the effectiveness of the company’s internal control over financial reporting;

•

the identification and management of risk;

•

the company’s compliance with legal and regulatory requirements;

•

the independent registered public accounting firm’s, or “independent auditor’s,” qualifications and independence; and

•

the performance of the company’s independent auditor and internal audit function.

The members of the Audit Committee are not employees of the company, and the Board of Directors has determined that each of its Audit Committee members has met the independence and expertise requirements of the NYSE, the rules of the SEC and the company’s independence standards described above under the heading “Independence of Directors.”

Report of the Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to, among other items, the integrity of the company’s financial statements. Company management is responsible for the preparation and integrity of the company’s financial statements, the financial reporting process and the associated system of internal controls over financial reporting and assessing the effectiveness of such controls. Ernst & Young LLP, the company’s principal independent registered public accounting firm, or “independent auditor,” is responsible for auditing the company’s annual financial statements, expressing an opinion as to whether the financial statements present fairly, in all material respects, the company’s financial position and results of operations in conformity with U.S. generally accepted accounting principles, and expressing an opinion as to the effectiveness of internal control over financial reporting in accordance with the Standards of the Public Company Accounting Oversight Board, or PCAOB. The Audit Committee’s responsibility is to monitor and review these processes. Among other duties, the Audit Committee has reviewed and discussed the audited financial statements, significant accounting policies, and other disclosures with management and the independent auditor. The Audit Committee has also reviewed and discussed highlights of quarterly earnings calls and earnings press releases.

In its capacity as a Committee of the Board of Directors, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor. The independent auditor reports directly to the Audit Committee, and the Audit Committee is responsible for preapproving all audit and permitted non-audit services to be provided by the independent auditor. In determining whether to reappoint the independent auditor, the Audit Committee takes into consideration various factors, including: the historical and recent performance of the independent auditor on the audit; its professional qualifications; the quality of ongoing discussions with the independent auditor; external data, including recent PCAOB reports on the independent auditor and its peer firms; the results of an internal survey of the independent auditor’s service and quality; and the appropriateness of fees. The Audit Committee also has a policy to periodically solicit competitive proposals for audit services from independent accounting firms.

The Audit Committee has discussed with the independent auditor the matters required to be discussed by applicable Auditing Standards, as periodically adopted or amended, and the rules of the Securities and Exchange Commission (SEC) including the appropriateness and application of accounting principles. The Audit Committee has received the written disclosures and the letter from the company’s

22 PPL Corporation 2014 Proxy Statement

independent auditor required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence and has had discussions with Ernst & Young LLP about its independence. The Audit Committee also considered whether the provision of non-audit services by Ernst & Young LLP is compatible with maintaining the independence of such independent auditor.

In the performance of its responsibilities, the Audit Committee met periodically with the internal auditor and the independent auditor, with and without management present, to discuss the results of their examinations, their evaluations of the company’s internal controls, and the overall quality of the company’s financial reporting. The Audit Committee also met periodically with various members of management to discuss compliance activities. With respect to risk management, the Chief Risk Officer reports regularly to the Audit Committee with regard to inherent risks to the company, the identification, assessment, management and monitoring of those risks, and risk management practices and activities of the company. While the Audit Committee has responsibility for overseeing the company’s process for identifying, assessing and managing business risks, each of the other Board Committees also considers risks within its areas of responsibility. For example, the Compensation, Governance and Nominating Committee reviews various risks including risks related to compensation matters as well as legal and regulatory compliance risks as they relate to corporate governance.

The Audit Committee has reviewed and discussed, together with management and the independent auditor, management’s assessment of internal controls relating to the adequacy and effectiveness of financial reporting. The Audit Committee has also reviewed the process utilized in connection with the certifications of the company’s principal executive officer and principal financial officer under the Sarbanes-Oxley Act of 2002 and related SEC rules for the company’s annual and quarterly filings with the SEC. In addition, the Audit Committee has established a process and procedures for the receipt, retention and treatment of complaints regarding accounting or auditing matters.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements and management’s assessment of the effectiveness of the company’s internal control over financial reporting be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2013.

The Audit Committee has a Charter that specifies its responsibilities. The committee Charter, which has been approved by the Board of Directors, is available on the company’s website (www.pplweb.com/audit-committee). Also, the Audit Committee’s procedures and practices comply with the requirements of the SEC and the NYSE applicable to corporate audit committees.

The Audit Committee

Steven G. Elliott, Chair

Frederick M. Bernthal

Stuart Heydt

Raja Rajamannar

Natica von Althann

Keith H. Williamson

PPL Corporation 2014 Proxy Statement 23

The Board’s Role in Risk Oversight

The Board provides oversight of the company’s risk management practices. The Board reviews material risks associated with the company’s business plan periodically as part of its consideration of the ongoing operations and strategic direction of the company. At meetings of the Board and its committees, directors receive periodic updates from management regarding risk management activities. Outside of formal meetings, the Board, its committees and individual Board members have full access to senior executives and other key employees, including the CEO, CFO, the General Counsel and the Chief Risk Officer, or CRO.

Each of the committees of the Board, other than the Executive Committee, reports regularly to the full Board on risk-related matters. The committees also oversee the management of material risks that fall within such committee’s areas of responsibility. In performing this function, each committee has full access to management as well as the ability to engage advisers. The CRO communicates key risks to the Audit and Finance Committees. This communication includes the identification of key risks and emerging risks and how these risks are being measured and managed.

A primary function of the Audit Committee is to assist the Board in the oversight of the identification and management of risk. More specifically, the Audit Committee is responsible for the review of the company’s process for identifying, assessing and managing business risks and exposures and discussing related guidelines and policies. The Audit Committee regularly reviews risk management activities related to the financial statements, legal and compliance matters, tax, information technology and other key areas. The Audit Committee also periodically meets in executive session with representatives from the company’s independent registered public accounting firm, the CFO, the CRO, the Vice President and Controller, the Corporate Audit Services Vice President and the Senior Director-Business Ethics and Compliance.

The Audit Committee also oversees the company’s enterprise risk management process. The CRO has responsibility for leading the company’s enterprise risk management process. The company’s Risk Management group and Corporate Audit Services department provide periodic reports to the Audit Committee and the full Board regarding key risk matters. The Corporate Audit Services Vice President reports directly to the Audit Committee.

The Finance Committee is responsible for, among other items provided in its Charter, reviewing, approving and monitoring the policies and practices to be followed by the company and its subsidiaries in managing market risk, credit risk, liquidity risk and currency risk. The company’s internal Risk Management Committee is chaired by the CRO. The Risk Management Committee and the CRO serve at the direction of the Finance Committee to provide oversight of risk management activities related to buying and selling electric energy and gas, fuel procurement, foreign currency exchange and translation and the issuance of corporate debt.

The CGNC considers various risks including those related to the attraction and retention of talent, the design of compensation programs, succession planning, governance matters and the identification of qualified individuals to become board members. The CGNC reviews management’s assessment of whether risks arising from the company’s compensation policies and practices for all employees, including non-executive officers, are reasonably likely to have a material adverse effect on the company. The CGNC follows a risk assessment process that formally identifies and prioritizes compensation plan features that could induce excessive risk-taking, misstatement of financial results or fraudulent misconduct to enhance an employee’s compensation and trigger material harm to the company. Based on this detailed risk assessment process, the company has determined that any risks arising from its compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the company.

24 PPL Corporation 2014 Proxy Statement

The Nuclear Oversight Committee considers risks in connection with its responsibilities for oversight of the company’s nuclear function, including various risks related to ensuring the company has appropriate systems in place to protect the health and safety of the public and maintain compliance with applicable laws and regulations.

Compensation of Directors

Annual Retainer. Directors who are company employees do not receive any separate compensation for service on the Board of Directors or committees of the Board of Directors. During 2013, directors who were not employees of PPL received an annual retainer of $195,000, of which a minimum of $130,000 was mandatorily allocated in monthly installments to each director’s deferred stock account under the Directors Deferred Compensation Plan, or DDCP. The remaining $65,000 portion of the annual retainer was paid in cash in monthly installments to each director, unless voluntarily deferred to his or her stock account or to his or her deferred cash account under the DDCP (as discussed below with respect to all retainers and other fees).

Each deferred stock unit represents the right to receive a share of PPL common stock and is fully vested upon grant, but is not paid to the director until after retirement (as discussed below with respect to payments under the DDCP). Deferred stock units do not have voting rights. Deferred stock units accumulate quarterly dividend equivalents, which are reinvested in additional deferred stock units, which are also not paid to the director until retirement.

There were no increases in retainers or fees for 2014.

Presiding Director Retainer. During 2013, the presiding director, who is also our lead independent director, received an additional annual cash retainer of $30,000, which was paid in monthly installments unless voluntarily deferred under the DDCP.

Committee Chair Retainers. During 2013, each committee chair, except for the Audit Committee Chair, received an additional annual cash retainer of $10,000, which was paid in monthly installments unless voluntarily deferred under the DDCP. The Audit Committee Chair received an additional annual cash retainer of $15,000 during 2013, which was paid in monthly installments unless voluntarily deferred under the DDCP.

Other Fees. During 2013, each non-employee director also received a fee of $2,000 for attending each Board of Directors meeting, $1,500 for attending each committee meeting and other meetings at the company’s request, and a fee of $1,000 for participating in meetings held by telephone conference call. These fees may also be voluntarily deferred under the DDCP. PPL also reimburses each director for usual and customary travel expenses.

Directors Deferred Compensation Plan. Pursuant to the DDCP, non-employee directors may elect to defer all or any part of the fees and any retainer that is not part of the mandatory stock unit deferrals. Under this plan, directors can defer compensation other than the mandatory deferrals into a deferred cash account or the deferred stock account. The deferred cash account earns a return as if the funds had been invested in one or more of the core investment options offered to employees under the PPL Deferred Savings Plan at Fidelity Investments. These investment accounts include large, mid and small cap investment funds, international equity index funds, target date funds, bond funds and a stable value fund, with returns that ranged from -2.18% to 37.83% during 2013. The brokerage account option that is available to employees is not available to directors. For 2013, one director elected to defer his cash retainer and fees into a deferred cash account. Payment of the amounts allocated to a director’s deferred cash account and accrued earnings, together with deferred stock units and accrued dividend equivalents, is deferred until after the director’s retirement from the Board of Directors, at

PPL Corporation 2014 Proxy Statement 25

which time the deferred cash and stock is disbursed in one or more annual installments for a period of up to 10 years, as previously elected by the director.

The following table summarizes all compensation earned during 2013 by our non-employee directors.

2013 DIRECTOR COMPENSATION


	Fees Earned or Paid in Cash
Name of Director	Paid in Cash⁽²⁾		Deferred into Restricted Stock Units⁽³⁾		Stock Awards⁽⁴⁾		All Other Compensation⁽⁵⁾		Total
Frederick M. Bernthal	$	108,500		—		$130,000		$4,571	$	243,071
John W. Conway		—		$124,000		130,000		571		254,571
Philip G. Cox⁽¹⁾		57,333		—		86,667		381		144,381
Steven G. Elliott		111,000		—		130,000		4,571		245,571
Louise K. Goeser		85,500		—		130,000		571		216,071
Stuart E. Graham		96,000		—		130,000		571		226,571
Stuart Heydt		107,000		—		130,000		571		237,571
Raja Rajamannar		96,000		—		130,000		571		226,571
Craig A. Rogerson		99,000		—		130,000		571		229,571
Natica von Althann		110,500		—		130,000		571		241,071
Keith H. Williamson		93,000		—		130,000		1,571		224,571

⁽¹⁾	Mr. Cox did not join the Board until May 1, 2013.

⁽²⁾

This column reports the amount of retainers and other fees either actually paid in cash or voluntarily deferred into cash accounts under the DDCP for Board and committee service by each director for 2013, and the cash retainers for the committee chairs: Mr. Elliott (Audit — $15,000), Dr. Bernthal (Nuclear Oversight — $10,000), Mr. Rogerson (CGNC — $10,000) and Ms. von Althann (Finance — $10,000). Dr. Bernthal voluntarily deferred all $108,500 of his retainers and fees into his deferred cash account under the DDCP, and this amount is included in this column.

⁽³⁾	This column reports the dollar amount of retainers and fees voluntarily deferred into deferred stock accounts under the DDCP, including the $30,000 retainer to Mr. Conway for serving as presiding director.

⁽⁴⁾

This column represents the grant date fair value of the mandatorily deferred portion of the annual retainer during 2013 as calculated under ASC Topic 718 as described below under “Executive Compensation — CD&A — Tax and Accounting Considerations.” The grant date fair value for the deferred stock units was calculated using the closing price of PPL common stock on the NYSE on the date of grant.

All deferred stock units held in each director’s deferred stock account are vested. As of December 31, 2013, the aggregate number of stock units (including dividend equivalents) held by each current non-employee director was as follows: Dr. Bernthal — 66,350; Mr. Conway — 92,096; Mr. Cox — 2,858; Mr. Elliott — 13,185; Ms. Goeser — 46,809; Mr. Graham — 23,239; Dr. Heydt — 85,029; Mr. Rajamannar — 10,951; Mr. Rogerson — 39,199; Ms. von Althann — 17,944; and Mr. Williamson — 36,028.

⁽⁵⁾

This column shows the dollar value of life insurance premiums paid by the company during 2013 for each director. The company provides life insurance to each director equal to twice the amount of the annual retainer. In addition, this column reflects any contributions made under our charitable matching gift program. Non-employee directors are eligible to participate in our charitable

26 PPL Corporation 2014 Proxy Statement

matching gift program on the same basis as employees, pursuant to which we will contribute, on a 100% matching basis, from $50 up to $4,000 per year per person to specified charitable institutions.

STOCK OWNERSHIP

Directors and Executive Officers

All directors and executive officers as a group hold less than 1% of PPL’s common stock. The table below shows the number of shares of our common stock beneficially owned by each of our director nominees and each named executive officer as of March 4, 2014 for whom compensation is disclosed in the Summary Compensation Table, as well as the number of shares beneficially owned by all of our director nominees and executive officers as a group. The table also includes information about stock options, stock units, restricted stock, restricted stock units granted to executive officers under the company’s Incentive Compensation Plan, or ICP, as well as the company’s 2012 Stock Incentive Plan, or 2012 SIP, and stock units credited to the accounts of our directors under the DDCP.


Name	Shares of Common Stock Owned⁽¹⁾
F. M. Bernthal		56,371	⁽²⁾
J. W. Conway		97,373	⁽³⁾
P. G. Cox		3,243	⁽⁴⁾
D. G. DeCampli		359,369	⁽⁵⁾
S. G. Elliott		13,699	⁽⁶⁾
P. A. Farr		774,906	⁽⁷⁾
L. K. Goeser		47,739	⁽⁸⁾
S. E. Graham		28,877	⁽⁹⁾
R. J. Grey		445,841	⁽¹⁰⁾
S. Heydt		86,433	⁽¹¹⁾
R. Rajamannar		11,436	⁽¹²⁾
C. A. Rogerson		40,210	⁽¹³⁾
W. H. Spence		1,025,046	⁽¹⁴⁾
V. A. Staffieri		172,533	⁽¹⁵⁾
N. von Althann		18,516	⁽¹⁶⁾
K. H. Williamson		36,825	⁽¹⁷⁾
All 22 executive officers and directors as a group		4,150,545	⁽¹⁸⁾

⁽¹⁾

The number of shares owned includes: (a) shares directly owned by certain relatives with whom directors or officers share voting or investment power; (b) shares held of record individually by a director or officer or jointly with others or held in the name of a bank, broker or nominee for such individual’s account; (c) shares in which certain directors or officers maintain exclusive or shared investment or voting power, whether or not the securities are held for their benefit; and (d) with respect to executive officers, shares held for their benefit by the Trustee under PPL’s Employee Stock Ownership Plan, or ESOP.

⁽²⁾

Consists of 56,371 shares credited to Dr. Bernthal’s deferred stock account under the DDCP.

⁽³⁾

Includes 93,956 shares credited to Mr. Conway’s deferred stock account under the DDCP.

⁽⁴⁾

Consists of 3,243 shares credited to Mr. Cox’s deferred stock account under the DDCP.

⁽⁵⁾

Includes 15,000 shares of restricted stock, 50,897 restricted stock units and 261,289 shares of common stock that may be acquired within 60 days upon the exercise of stock options granted under the ICP or 2012 SIP.

PPL Corporation 2014 Proxy Statement 27

⁽⁶⁾

Consists of 13,699 shares credited to Mr. Elliott’s deferred stock account under the DDCP.

⁽⁷⁾

Includes 40,000 shares of restricted stock, 107,605 restricted stock units and 611,036 shares of common stock that may be acquired within 60 days upon the exercise of stock options granted under the ICP or 2012 SIP.

⁽⁸⁾

Consists of 47,739 shares credited to Ms. Goeser’s deferred stock account under the DDCP.

⁽⁹⁾

Includes 23,877 shares credited to Mr. Graham’s deferred stock account under the DDCP.

⁽¹⁰⁾

Includes 52,505 restricted stock units and 392,306 shares of common stock that may be acquired within 60 days upon the exercise of stock options granted under the ICP or 2012 SIP. Also includes 124.5 shares held in a trust for the benefit of Mr. Grey’s mother and of which he disclaims beneficial ownership.

⁽¹¹⁾

Consists of 81,875 shares credited to Dr. Heydt’s deferred stock account under the DDCP and 4,558 shares of additional deferred stock credited to his account in connection with the termination of the Directors Retirement Plan in 1996.

⁽¹²⁾

Consists of 11,436 shares credited to Mr. Rajamannar’s deferred stock account under the DDCP.

⁽¹³⁾

Consists of 40,210 shares credited to Mr. Rogerson’s deferred stock account under the DDCP.

⁽¹⁴⁾

Includes 245,899 restricted stock units and 738,469 shares of common stock that may be acquired within 60 days upon the exercise of stock options granted under the ICP and 2012 SIP. Also includes 12,824 shares held in an irrevocable trust for the benefit of Mr. Spence’s wife and of which he disclaims beneficial ownership.

⁽¹⁵⁾

Consists of 99,173 restricted stock units and 73,360 shares of common stock that may be acquired within 60 days upon the exercise of stock options granted under the ICP or 2012 SIP.

⁽¹⁶⁾

Consists of 18,516 shares credited to Ms. von Althann’s deferred stock account under the DDCP.

⁽¹⁷⁾

Consists of 36,825 shares credited to Mr. Williamson’s deferred stock account under the DDCP.

⁽¹⁸⁾

Includes 95,000 shares of restricted stock, 761,821 restricted stock units, 2,702,667 shares of common stock that may be acquired within 60 days upon the exercise of stock options granted under the ICP or the 2012 SIP, 4,558 additional shares credited to a director’s account in connection with the termination of a retirement plan, and 427,746 shares credited to the directors’ deferred stock accounts under the DDCP.

Principal Shareowners

Based on filings made under Sections 13(d) and 13(g) of the Exchange Act, as of February 14, 2014, the only persons known by the company to be beneficial owners of more than 5% of PPL’s common stock are:


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
BlackRock, Inc.* 40 East 52^nd Street New York, NY 10022		43,999,630		6.9	%

*	Based solely on a review of the Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 10, 2014. As reported on the Schedule 13G, as of December 31, 2013, BlackRock, Inc.

28 PPL Corporation 2014 Proxy Statement

beneficially owned, in the aggregate, 43,999,630 shares held by BlackRock (Luxembourg) S.A.; BlackRock (Netherlands) B.V.; BlackRock Advisors, LLC; BlackRock Advisors (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Asset Management Deutschland AG; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Fund Advisors; BlackRock Fund Management Ireland Limited; BlackRock Fund Managers Limited; BlackRock Institutional Trust Company, N.A.; BlackRock International Limited; BlackRock Investment Management (Australia) Limited; BlackRock Investment Management (UK) Limited; BlackRock Investment Management, LLC; BlackRock Japan Co., Ltd.; BlackRock Life Limited; and iShares (DE) I InvAG mit Teilgesellschaftsvermoegen and had shared voting and dispositive power over 55,031 shares, sole voting power over 38,421,452 shares and sole dispositive power over 43,944,599 shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To our knowledge, our directors and executive officers met all filing requirements under Section 16(a) of the Exchange Act during 2013.

TRANSACTIONS WITH RELATED PERSONS

The Board of Directors has adopted a written related-person transaction policy to recognize the process the Board will use to identify potential conflicts of interest arising out of financial transactions, arrangements or relations between PPL and any related persons. This policy applies to any transaction or series of transactions in which PPL Corporation or a subsidiary is a participant, the amount exceeds $120,000 and a “related person” has a direct or indirect material interest. A related person includes not only the company’s directors and executive officers, but others related to them by certain family relationships, as well as shareowners who own more than 5% of any class of PPL Corporation’s voting securities.

Under the policy, each related-person transaction must be reviewed and approved or ratified by the disinterested independent members of the Board, other than any employment relationship or transaction involving an executive officer and any related compensation, which must be approved by the Compensation, Governance and Nominating Committee, or CGNC.

In connection with the review and approval or ratification of a related-person transaction, the Board, or the CGNC, as applicable, will consider the relevant facts and circumstances, including:

•

the approximate dollar value involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related-person transaction;

•

whether the related-person transaction complies with the terms of PPL’s agreements governing its material outstanding indebtedness that limit or restrict PPL’s ability to enter into a related-person transaction;

•

whether the related-person transaction will be required to be disclosed in PPL’s applicable filings under the Securities Act of 1933, as amended, or the Exchange Act; and

•

whether the related-person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act of 2002.

In addition, in connection with any approval or ratification of a related-person transaction involving a non-employee director or nominee for director, the CGNC will consider whether such transaction would compromise such director’s status as: (1) an independent director under the New York Stock Exchange Listing Standards, including those rules applicable to board and committee service, and PPL’s categorical independence standards, (2) an “outside director” under Section 162(m) of the

PPL Corporation 2014 Proxy Statement 29

Internal Revenue Code or a “nonemployee director” under Rule 16b-3 under the Exchange Act, as amended, if such non-employee director serves on the CGNC, or (3) an independent director under Rule 10A-3 under the Exchange Act, as amended, if such non-employee director serves on the Audit Committee of the Board.

We collect information about potential related-person transactions in annual questionnaires completed by directors and executive officers. We also review any payments made by the company or its subsidiaries to each director and executive officer and their immediate family members, and to or from those companies that either employ a director or an immediate family member of any director or executive officer. In addition, we review any payments made by the company or its subsidiaries to, or any payments received by the company and its subsidiaries from, any shareowner who owns more than 5% of any class of PPL Corporation’s voting securities. The company’s Office of General Counsel determines whether a transaction requires review by the Board or the CGNC. Transactions that fall within the definition of the policy are reported to the Board or the CGNC. The disinterested independent members of the Board, or the CGNC, as applicable, review and consider the relevant facts and circumstances and determine whether to approve, deny or ratify the related-person transaction.

BlackRock, Inc. filed an amended Schedule 13G in February 2014, stating that it holds 6.9% of PPL’s common stock. As a result of beneficially owning more than 5% of PPL’s common stock, BlackRock is currently considered a “related person” under PPL’s related-person transaction policy. After conducting a review of any relationships between BlackRock and its subsidiaries and our company and its subsidiaries, the company determined that the company invests its short-term cash overnight in money market funds managed by BlackRock Institutional Management Corporation, which received fees in the amount of about $173,000 during 2013. Other subsidiaries of the company also invested in a variety of capital appreciation and liquidity funds managed by BlackRock affiliates, which received fees of approximately $20,000 during 2013. In addition, several affiliates of BlackRock provided asset management investment services for the company’s U.S. retirement plan trust and the company’s pension trusts in the United Kingdom, all of which are separate from the company and are managed by independent trustees. These relationships were reviewed and ratified by the Board of Directors in compliance with the company’s related-person transaction policy.

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation, Governance and Nominating Committee has reviewed the following Compensation Discussion and Analysis and discussed it with management. Based on its review and discussions with management, the committee recommended that the Compensation Discussion and Analysis be incorporated by reference into the company’s Annual Report on Form 10-K for the year ended December 31, 2013 and included in this Proxy Statement.

Compensation, Governance and Nominating Committee

Craig A. Rogerson, Chair

John W. Conway

Louise K. Goeser

Stuart E. Graham

Stuart Heydt

30 PPL Corporation 2014 Proxy Statement

Compensation Discussion and Analysis (“CD&A”)

This Compensation Discussion and Analysis, or CD&A, provides an overview of PPL’s executive compensation program, our compensation philosophy and the objectives of our compensation program, as well as a discussion of how executive compensation decisions affecting our named executive officers were made for 2013. The named executive officers for 2013 are (1) our Chairman, President and Chief Executive Officer, or CEO, William H. Spence; (2) our Executive Vice President and Chief Financial Officer, or CFO, Paul A. Farr; (3) our Executive Vice President, General Counsel and Secretary, Robert J. Grey; (4) the Chairman of the Board, Chief Executive Officer and President of LG&E and KU Energy LLC, or LKE, a wholly owned subsidiary of PPL, Victor A. Staffieri; and (5) the President of PPL Energy Supply, LLC, an indirect wholly owned subsidiary of PPL, David G. DeCampli.

Overview

The purpose of the PPL Corporation executive compensation program is to attract, retain and motivate high-performing executives and to align compensation practices with short- and long-term shareowner interests. The Compensation, Governance and Nominating Committee, or the Committee for the purpose of this CD&A, believes that the company’s executive compensation program has attracted and retained the very talented and experienced executive team that has successfully implemented a strategy that has significantly improved the company’s business mix, growing value for shareowners.

The company achieved solid financial results in 2013, exceeding the midpoint of our ongoing earnings forecast, which was in effect during the first quarter of 2013, by approximately 8%, based on outstanding results at our utility operations in the United Kingdom, Kentucky and Pennsylvania and cost reductions achieved in our competitive energy supply business.

Our strong executive team has positioned PPL as a leader in the U.S. utility sector. At the end of 2013, PPL’s market capitalization was $19.0 billion, making it the eighth largest company in the electric sector. In addition, the company’s U.S. utility subsidiaries continue to get very high marks and win awards for customer service and reliability, and the company’s U.K. utility subsidiaries were the only network operators selected for “fast-track” treatment in a new process that sets rates for the eight-year period beginning April 1, 2015, and which we expect will add $35 million a year to our revenues.

There were qualitative indications of the company’s leadership in 2013 as well. PPL Corporation was named “Utility of the Year” by Electric Light and Power magazine based on our financial performance, customer satisfaction and operational results.

Moreover, your company continues to return significant capital to shareowners. For the 12th time since 2000, the Board voted to increase the company’s dividend in 2014, as it also did in 2013. Since 2000, your company’s dividend has increased by 181%.

Among other notable successes in 2013:

•

In Kentucky, we are making good progress on an almost $3 billion construction program to install environmental upgrades at a number of existing plants and to build a new natural-gas fired power plant.

•

In Pennsylvania, the $630 million Susquehanna-Roseland transmission line is more than 50% complete, and we have received approval to build another $335 million transmission line in the growing Pocono Mountain region.

•

Our Pennsylvania electric utility received regulatory approval for a new rate mechanism that will allow more timely recovery of spending on our distribution system to improve reliability and replace aging infrastructure.

PPL Corporation 2014 Proxy Statement 31

•

We completed construction of two large hydroelectric projects, one in Pennsylvania and one in Montana.

•

We reached an agreement to sell our 11 hydroelectric facilities in Montana to Northwestern Energy for $900 million.

•

In the regulatory year ended March 31, 2013, the four U.K. operating companies outperformed regulatory benchmarks for customer reliability and customer service that will result in $108 million in bonus revenue awards to our companies.

The range of successes in 2013 – from the operational to the strategic – clearly illustrates your company’s focus on growing value for shareowners.

Our compensation program reflects the company’s ongoing commitment to a pay-for-performance philosophy, under which executive compensation is aligned with shareowner interests and is linked to short- and long-term company performance. Our primary compensation metrics are earnings per share from ongoing operations, or EPS, and relative total shareholder return, or TSR, measures that are important to shareowners. At least 70% of each named executive officer’s compensation is made up of incentive components that focus on earnings per share, relative stock price appreciation and dividend performance. A detailed explanation of the program elements begins on page 34.

The Committee believes that a true test of the design of an executive compensation program is whether its components reward both a focus on annual financial and operational results and on longer-term strategy for the company. Reviewing the recent financial and operational performance and the strategic, transformative initiatives of the past few years, the Committee concluded that the company’s executive compensation program contains the appropriate elements.

Summary of Compensation Policy and Plan Changes During 2013

The Committee reviewed, considered and discussed the results of the 2013 shareowner advisory vote on executive compensation. While we received a favorable shareowner vote of over 94% for approval of the compensation of our named executive officers in connection with our say-on-pay proposal at the company’s 2013 annual meeting, we continue to listen to our shareowners and continue to align our compensation program and practices with best pay practices. Accordingly, the Committee instituted the following additional changes during 2013:

•

Added an additional metric, earnings before interest and taxes, or EBIT, to determine annual cash incentive awards. Beginning with the 2014 performance year, the annual cash incentive awards will be determined using 70% ongoing earnings per share, or EPS, and 30% EBIT instead of 100% EPS as in 2013 and previous years.

•

Eliminated the use of stock options and changed the long-term incentive mix to 60% performance units based on TSR and 40% performance-contingent restricted stock units, resulting in 100% performance-based long-term incentive mix for equity awards granted beginning in January 2014.

We believe these changes reflect the Board’s ongoing commitment to ensure executive compensation is aligned with shareowner interests and evolving corporate governance practices, while enabling the company to attract and retain high-performing executives and motivate our executives to achieve the company’s business objectives that will benefit our shareowners and contribute to the long-term success and stability of our business.

32 PPL Corporation 2014 Proxy Statement

Compensation Philosophy and Objectives of PPL’s Executive Compensation Program

PPL’s compensation philosophy includes compensation objectives that are intended to:

•

support a high-performance workplace to ensure our continued industry leadership, while rewarding executives for demonstrated excellence and the creation of long-term shareowner value; and

•

be affordable to the business and be competitive within our peer group of companies, enabling us to attract, retain and motivate those executives necessary for our long-term success.

Compensation, Governance and Nominating Committee

Among other duties, the Committee, with input from management, annually establishes the compensation structure, including goals and objectives of the CEO and the company’s other executive officers, and evaluates at least annually the performance and leadership of the CEO in light of these established goals and objectives, as well as evaluating the performance of the other executive officers against their established goals and objectives. Based on these evaluations, the Committee determines and approves the annual compensation, including base salary, incentive compensation and other remuneration of these officers, which include the named executive officers.

Compensation Committee Consultant

Each year, the Committee retains an independent compensation consultant to provide expertise and guidance on executive compensation program design, market trends, regulatory requirements and best pay practices. The Committee’s compensation consultant for 2013, Pay Governance LLC, participates in Committee meetings and is accountable solely to the Committee. The consultant reviews and provides objective perspectives on all proposals regarding executive compensation presented to the Committee and identifies any issues or concerns.

Company Management

Our executive officers are also involved in the process of recommending executive compensation. Based on industry and market conditions, other business factors and analytical tools, senior management develops the annual strategic business plan and recommends to the Committee proposed goals for the annual cash incentive program and the long-term incentive program for the upcoming year. The Committee, however, establishes and sets all incentive goals for executive officers.

Our CEO, CFO, Chief Human Resources Officer and Executive Vice President, General Counsel and Secretary regularly attend Committee meetings. They review and comment on market compensation data, including the composition of market comparison groups and the description of comparable officer positions. They may also present proposals relating to executive compensation programs and policies for review and approval by the Committee, including base salary, performance goals and goal weightings for short-term and long-term incentive awards, and the mix of compensation components for each executive officer. Neither the CEO nor any of the other executive officers discusses his own compensation with the Committee or the Committee’s independent compensation consultant.

Please see discussion above at “Governance of the Company — Board Committees — Compensation, Governance and Nominating Committee — Compensation Processes and Procedures” for a more detailed description of the roles of the Committee, our independent compensation consultant and company management.

PPL Corporation 2014 Proxy Statement 33

Our Process for Setting Executive Compensation

The key steps the Committee follows in setting executive compensation are as follows:

Review of the components of executive compensation, including base salary, short-term incentive compensation, long-term incentive compensation, retirement benefits and other benefits;

Review of the total compensation structure and the allocation of compensation components as well as the setting of all compensation performance targets;

Review of the company’s performance and the relationship to compensation performance targets;

Review of executive officer performance, responsibilities and experience to determine individual compensation levels; and

Analysis of executive compensation market data to assess the competitiveness of our compensation programs.

Market Compensation Analysis

In December of each year, Pay Governance prepares a market compensation analysis based on companies of similar size in terms of revenue, including those in the energy services industry and in general industry other than energy services or financial services. This analysis assists the Committee in establishing the next year’s executive officer compensation levels to allow us to remain competitive with other companies.

Databases

For 2013, Pay Governance used the following compensation surveys for our market compensation analysis: Towers Watson’s 2012 General Industry Executive Compensation Database, which includes pay data for 740 general industry companies; Towers Watson’s 2012 Energy Services Industry Executive Compensation Database, which contains pay data for 108 companies in the energy/utility industry including nearly all U.S. investor-owned utilities; and Towers Watson’s 2012 Energy Marketing and Trading Database, which includes pay data for 63 companies with significant energy marketing and trading operations. Where possible and appropriate, regression analyses are performed to size-adjust the survey data to correlate with the appropriate revenue for the relevant PPL business line.

The Committee does not generally review specific pay levels of individual survey companies, but rather reviews the statistical median of a large group of companies in order to better understand the market for executive-level positions, minimizing year-to-year volatility that might exist when surveying a smaller group of companies. The result of these analyses produces a market median (50th percentile) reference point referred to as the “PPL competitive data,” which the Committee believes appropriately reflects the competitive marketplace in which PPL competes for executive talent. The Committee uses general industry data to determine the PPL competitive data used for corporate positions and for purposes of maintaining internal pay equity and setting incentive levels across business lines and corporate positions. Energy industry data are used as the PPL competitive data reference point for salaries of employees in business line positions.

2013 Total Direct Compensation

Total direct compensation awarded to our executive officers is composed of base salary, annual short-term cash incentives and long-term stock-based incentives. 85% of targeted total direct compensation of the CEO is “at risk,” more than 75% of targeted total direct compensation of the CFO is “at risk,” and 70% of targeted total direct compensation of the other named executive officers is “at risk” in the form of annual cash and long-term incentive compensation.

34 PPL Corporation 2014 Proxy Statement

Table 1 below provides our allocation of direct compensation for our named executive officers for 2013, which is shown as percentages of targeted total direct compensation.

TABLE 1

Elements of Compensation as a Percentage of Targeted Total Direct Compensation — 2013⁽¹⁾

LOGO

⁽¹⁾

Based on target award levels as a percentage of targeted total direct compensation for performance during 2013. Values of performance-contingent restricted stock units, performance units and stock option awards shown in the Summary Compensation Table in this proxy statement reflect equity awards granted in 2013. Performance-contingent restricted stock unit awards granted in January 2013 were awarded based on performance for 2012. Because the Committee views the performance-contingent restricted stock units granted in 2014 to be based on performance for 2013, the CD&A includes such awards as part of the Committee’s analysis.

⁽²⁾

Includes the positions of Executive Vice President, General Counsel and Secretary, the President of LKE and the President of PPL Energy Supply, LLC.

Base Salary

The Committee targets base salary to be generally at the median of the PPL competitive data, as described above under “Market Compensation Analysis — Databases,” with variations based on job scope, experience and value to the organization, sustained individual performance and internal parity. The objective of base salary is to provide a fixed compensation level to our executives. It rewards them for their level of competencies (the combination of skills, knowledge and behaviors required for superior performance) and for how well those competencies are applied to the job over time. Salaries are considered paid competitively if they are within 15% of the PPL competitive data, which is considered the PPL competitive range for a particular position.

In January following a performance year, the Committee uses its judgment in assessing experience, responsibility and performance to determine the level of salary for the new performance year and to determine whether an executive officer’s base salary aligns with the market compensation data provided by Pay Governance.

PPL Corporation 2014 Proxy Statement 35

In January 2013, the Committee approved base salaries for the named executive officers as described below.

TABLE 2

2013 Salary Adjustments by Position

(Effective January 1, 2013)


Name and Position	2012 Year-End Salary		PPL Competitive Range	2013 Salary		% Change
W. H. Spence
Chairman, President and Chief Executive Officer		$1,050,000	$1,037,000-$1,403,000		$1,100,000		4.8	%
P. A. Farr
Executive Vice President and Chief Financial Officer		675,000	$586,500-$793,500		702,000		4.0	%
R. J. Grey
Executive Vice President, General Counsel and Secretary		465,100	$437,750-$592,250		500,100		7.5	%
V. A. Staffieri
Chairman of the Board, Chief Executive Officer and President of LG&E and KU Energy LLC (LKE)		811,220	$480,250-$649,750		811,220		0.0	%
D. G. DeCampli
President of PPL Energy Supply, LLC		481,400	$403,750-$546,250		497,400		3.3	%

Mr. Spence received a 4.8% increase in January 2013, in order to bring his salary more within PPL’s competitive range.

The Committee awarded Mr. Farr a 4.0% increase, which positions his salary well within the range of PPL’s competitive data and to be commensurate with his expertise and sustained performance.

The 7.5% salary increase for Mr. Grey reflected the intention of the Committee and Mr. Spence to reward Mr. Grey’s experience, expertise and continued strong performance.

The Committee determined not to increase Mr. Staffieri’s salary given his current level of base salary compared to legacy PPL officers and in relation to the PPL competitive data. The Committee, however, did award Mr. Staffieri a $20,000 bonus in recognition of his continued contributions to PPL.

Mr. DeCampli’s 3.3% increase recognizes his experience and performance as President of PPL Energy Supply, LLC.

Annual Cash Incentive Awards

PPL targets annual cash incentive awards, which are represented as a percentage of base salary, to be generally at the level of the PPL competitive data (the market median) for cash incentive compensation. Individual targets are set based on job scope, experience, value to the company or the executive’s business line, and internal parity. The purpose of the annual cash incentive program is to advance the interests of PPL and its shareowners by providing incentives in the form of annual cash awards, motivating such executives to attain identified short-term corporate performance goals.

The Committee approves both the target and actual annual cash incentive awards made to executive officers. Awards, based on objective corporate financial and operational measures, are made under the shareowner-approved Short-term Incentive Plan. Performance goals for 2013 were approved at the Committee’s January 2013 meeting, with actual cash incentive awards approved at its January 2014 meeting.

36 PPL Corporation 2014 Proxy Statement

The following table summarizes the weightings allocated to financial results by named executive officer position for determining 2013 annual cash incentive awards.

TABLE 3

Annual Cash Incentive Weightings Applied to Financial and Operational Results


Category	Chief Executive Officer, Chief Financial Officer, and Executive Vice President and General Counsel	Presidents of LKE and PPL Energy Supply
PPL Corporation — Earnings Per Share	100%	60%
Net Income of Business Segment	—	40%

PPL Corporation’s annual cash incentive financial goal target is earnings per share from ongoing operations, or EPS, which is an important driver of stock prices for PPL and for our sector as a whole.

The corporate financial goal for 2013, shown in Table 4 below, represented 100% of the total award for the members of the Corporate Leadership Council, or CLC, which during 2013 included Messrs. Spence, Farr and Grey, and represented 60% of the award for Messrs. Staffieri and DeCampli. The cash incentive awards of Messrs. Staffieri and DeCampli are based on both corporate EPS and on net income of their respective business segment and are described below in Table 5.

TABLE 4

Corporate Financial Goal — 2013


Goal	Target Levels		Percent Attainment		Actual 2013 Results		Actual 2013 Achievement %
		$2.53		200%
		$2.42		150%
Achieve PPL Corporation Earnings Per Share > $2.25		$2.25-$2.30		100%		$2.45		163.6%
Achieve PPL Corporation Earnings Per Share > $2.25		$2.02		50%
		Less than $2.02^(*)		0%

*	EPS below $2.02 would have resulted in a zero payout of annual cash incentive award for Messrs. Spence, Farr and Grey, and a zero payout of the corporate EPS goal portion for Messrs. Staffieri and DeCampli.

Target PPL Corporation EPS for the annual cash incentive program for 2013 was $2.25-$2.30, with a 200% payout maximum at $2.53 and a 50% payout threshold at $2.02. EPS achieved by PPL Corporation in 2013 for purposes of the annual cash incentive program was $2.45, which resulted in a 163.6% goal achievement. The Committee set these targets in March 2013, based on earnings guidance issued by the company on February 14, 2013. On October 31, 2013, the company revised its

PPL Corporation 2014 Proxy Statement 37

earnings guidance to a range of $2.30 to $2.40, which was after the Committee had set the corporate financial goal for executives.

TABLE 5

Operational Net Income Goals — 2013


	A		B		C			D			E		F		G			H			I
	Corporate EPS Goal										Net Income Goals for LKE (for Staffieri) and PPL Energy Supply, LLC (for DeCampli)										Overall Attainment*
Named Executive Officer											Goal		Result
Named Executive Officer	Goal		Result		Attainment			Weight			(in millions)				Attainment			Weight			*I=(CD)+(GH)*
V. A. Staffieri	$	2.25-$2.30		$2.45		163.6	%		60	%	$	328.1	$	344.8		134	%		40	%		151.8	%
D. G. DeCampli	$	2.25-$2.30		$2.45		163.6	%		60	%	$	243.2	$	258.9		164	%		40	%		164.0	%

*	No annual cash incentive awards, including any attainment of net income goals, would have been paid to either of Messrs. Staffieri or DeCampli if the EPS results had been less than $1.84.

In addition to the 60% PPL Corporation EPS goal, Mr. Staffieri’s annual cash incentive award included a 40% business segment net income goal of $328.1 million for LKE. LKE achieved net income of $344.8 million, which resulted in a 134% attainment of the business segment net income goal. Mr. Staffieri’s overall goal attainment was 151.8% for his annual cash incentive award.

Mr. DeCampli’s annual cash incentive award also included a 40% business segment net income goal of $243.2 million for PPL Energy Supply, LLC. PPL Energy Supply, LLC achieved net income of $258.9 million, which resulted in a 164% attainment of the business segment net income goal. Mr. DeCampli’s overall goal attainment was 164.0% for his annual cash incentive award.

At its January 2014 meeting, the Committee reviewed the 2013 performance results to determine whether the named executive officers had met the pre-established 2013 financial and operational performance objectives under the Short-term Incentive Plan. Total annual cash incentive awards were determined as summarized below.

TABLE 6

Annual Cash Incentive Awards for 2013 Performance


	A		B			C		D			E
											*E=ABD*
Named Executive Officer	2013 Salary		Target as a % of Salary			Target Award Opportunity		Total Goal Attainment			Cash Incentive Award
W. H. Spence		$1,100,000		140	%		$1,540,000		163.6	%		$2,519,440
P. A. Farr		702,000		75	%		526,500		163.6	%		861,354
R. J. Grey		500,100		65	%		325,065		163.6	%		531,806
V. A. Staffieri		811,220		75	%		608,415		151.8	%		923,574
D. G. DeCampli		497,400		65	%		323,310		164.0	%		530,229

Changes to the Annual Cash Incentive Awards for 2014. As noted above, at its October 2013 meeting, the Committee concluded that the corporate financial goals to be used for cash incentive awards under the Short-term Incentive Plan for 2014 performance will consist of 70% EPS and 30% earnings before interest and taxes, or EBIT. The Committee believes that EPS and EBIT goals provide an appropriate

38 PPL Corporation 2014 Proxy Statement

balance of financial metrics, align management actions with financial results, drive management to create shareowner value, and are aligned with industry practice.

Long-Term Incentive Awards (Equity Awards)

The purpose of the long-term incentive compensation program is to provide a method by which executive officers may be awarded remuneration in a manner that increases their ownership interest, aligns their interests with those of shareowners and encourages them to remain in the employ of PPL. All equity awards for named executive officers during 2013 were granted under the shareowner-approved PPL Corporation 2012 Stock Incentive Plan.

The long-term incentive compensation program, which is designed to encourage and reward long-term performance by focusing on both the company’s past and future performance, was composed of three awards during 2013:

•

performance-contingent restricted stock units, which are awarded based on PPL’s EPS performance over the prior three-year period, the ultimate value of which is based on future stock price performance of the company on the vesting date;

•

performance units, which are earned based on PPL’s total shareowner return, or TSR, for the future three-year period compared to our industry peers; and

•

stock option awards, which have value only if the company’s stock price rises.

Equity awards were granted in 2013 with the following mix: 40% of the long-term incentive target amount in performance-contingent restricted stock units; 40% of the long-term incentive target amount in performance units; and 20% of the long-term incentive target amount in stock options. The value of the long-term incentive awards as of the grant date is intended to deliver a level of total direct compensation that is within the range of PPL competitive data (the market median) if the target level of TSR performance is achieved. The ultimate value of long-term incentive awards to executives is tied to relative TSR and future stock price performance. To the extent total shareowner value increases, executives may realize values that exceed the values as determined on the grant date. Similarly, should shareowner value decline, executive compensation levels for a portion of these awards could fall below the grant date values, potentially to zero.

Under the terms of the company’s 2012 Stock Incentive Plan, unvested restricted stock units, performance units and stock options are forfeited if the executive voluntarily leaves PPL but generally become vested if the executive retires from the company, becomes disabled or dies prior to the scheduled vesting date. See “Termination Benefits — Long-Term Incentive Awards” beginning on page 73 for a description of conditions and expiration dates applicable to these awards.

Awards for each component of the long-term incentive program seek to focus executives on the company’s business objectives, to balance internal compensation levels of executive positions and to reflect the PPL competitive data.

At its January 2013 meeting, the Committee reviewed the targeted compensation of the executive officers and agreed to increase the long-term incentive target levels of Mr. Spence from 385% to 430% and Mr. Farr from 220% to 260% in order to ensure that the level of their targeted total direct

PPL Corporation 2014 Proxy Statement 39

compensation remains competitive. The target award levels for the named executive officers for the 2013 performance year as set by the Committee are reflected in Table 7 below.

TABLE 7

Long-Term Incentive Awards for 2013


Named Executive Officer	(Targeted Awards as a % of Salary)
Named Executive Officer	Performance- Contingent Restricted Stock Units		Performance Units		Stock Options		Total
W. H. Spence		172%		172%		86%		430%
P. A. Farr		104%		104%		52%		260%
R. J. Grey		64%		64%		32%		160%
V. A. Staffieri		70%		70%		35%		175%
D. G. DeCampli		64%		64%		32%		160%

Performance-Contingent Restricted Stock Units

Performance-contingent restricted stock units granted by PPL are designed to reward sustained financial performance. Unlike ordinary restricted stock units, the number of units granted to each named executive officer is determined based on actual EPS from ongoing operations of the company for the previous three years. Once earned, these awards have a three-year restriction period, with restrictions for awards made with respect to the 2011-2013 performance period scheduled to lapse in 2017. These grants are therefore “at risk” because the ultimate value realized by executives is directly related to the number of units granted, based on PPL’s EPS performance, and future stock price performance after the units are granted; they are also “at risk” compensation because the awards are subject to vesting and potential forfeiture upon specific types of termination of employment such as termination for cause.

To further align our executives’ interests with those of our shareowners, under the 2012 Stock Incentive Plan, each restricted stock unit entitles the executive to receive additional restricted stock units equal in value to the amount of quarterly dividends paid on PPL common stock. These additional restricted stock units are deferred and payable in shares of PPL common stock at the end of the restriction period, subject to the same conditions as the underlying restricted stock units.

The performance-contingent restricted stock units awarded in January 2014 for the 2011-2013 performance period were granted under the 2012 Stock Incentive Plan and based on the average attainment of EPS goals for the annual cash incentive awards in each of the years 2013, 2012 and 2011. In 2013, the EPS target was a range of $2.25 to $2.30, while actual EPS from ongoing operations was $2.45, resulting in a goal attainment of 163.6%. In 2012, the EPS target was $2.27, while actual EPS from ongoing operations was $2.42, resulting in a goal attainment of 149.1%. In 2011, the EPS target was $2.60, while the actual EPS from ongoing operations was $2.72, resulting in 148.1% goal attainment. Accordingly, the average goal attainment for the years 2011-2013 was 153.6%.

The equity grant value is first expressed as a percentage of base salary (as shown in Table 8 below) times the goal attainment of the past three years. The number of units is determined by dividing the equity grant dollar value by the closing price of PPL common stock on the New York Stock Exchange,

40 PPL Corporation 2014 Proxy Statement

or NYSE, on the date of grant. The grants of restricted stock units based on performance were calculated using the following formula.

salary

for the

period

target

value

total goal

attainment

award

value

Table 8 below shows the awards made to the named executive officers for the 2011-2013 performance periods by the Committee at its January 2014 meeting, as part of the total compensation package for 2013. These awards, however, will be reflected in the Summary Compensation Table and Grants of Plan-based Awards table for 2014.

TABLE 8

Performance-Contingent Restricted Stock Unit Awards Granted for Performance Period 2011-2013


	A		B			C		D			E
											*E=ABD*
Named Executive Officer	2013 Salary		Target Value of Restricted Stock Units Based on Performance			Target Award		Total Goal Attainment			Award Value
W. H. Spence	$	1,100,000		172	%	$	1,892,000		153.6	%	$	2,906,112
P. A. Farr		702,000		104	%		730,080					1,121,403
R. J. Grey		500,100		64	%		320,064					491,618
V. A. Staffieri		811,220		70	%		567,854					872,224
D. G. DeCampli		497,400		64	%		318,336					488,964

Performance Units

Performance units are awards in which executive officers receive a target number of performance units at the beginning of the performance period. The actual number of shares of common stock earned at the end of the performance period is determined based on PPL’s actual three-year total shareowner return, or TSR, compared to the TSR of companies in a particular industry index. TSR reflects the combined impact of changes in stock price plus dividends reinvested over the performance period.

Cash or stock dividend equivalent amounts payable on PPL common shares are reflected as additional performance units and are payable in shares of PPL common stock at the end of the performance period based on the same determination by the Committee with respect to the underlying performance units as to whether, and the extent to which, the performance goals have been achieved. These grants are “at risk” because the ultimate value realized by executives is directly related to PPL’s relative TSR performance over a future three-year period and future stock price performance. They are also “at risk” compensation because the awards are subject to potential forfeiture. Total shares distributed at the end of the performance period, including shares distributed in respect of the performance unit grant and all dividend equivalents, may vary from zero to the program maximum of 200% of target. The equity grant value is first expressed as a percentage of base salary (as shown in Table 7 above). The number of performance units granted is determined by dividing the equity grant dollar value by the fair market value of PPL’s common stock on the date of grant.

PPL Corporation 2014 Proxy Statement 41

The number of shares earned on the performance units is directly related to PPL’s TSR relative to its industry peers. The Committee has no discretion to provide for payment of the performance units absent attainment of the stated performance levels.

For performance units granted in 2013, the performance measurement is PPL’s TSR for the three-year period, from 2013 to 2015, as compared to the TSR of companies in the Philadelphia Stock Exchange Utility Index. In early 2016, the Committee will determine whether the performance goals have been satisfied. Upon certification of the level of achievement, the performance units and dividend equivalents vest and are paid based on the following table.

TABLE 9

2013 Performance Unit Award Payout Thresholds


Percentile Rank (PPL TSR performance, relative to companies in Index)		Payout (Expressed as a % of Target Award)
85^th Percentile or above		200% (the Maximum Award)
50^th Percentile		100% (the Target Award)
37.5^th Percentile		50%
25^th Percentile		25%
Below 25^th Percentile		0%

If TSR performance is below a threshold rank of the 25^th percentile, the award is forfeited. In selecting the Philadelphia Stock Exchange Utility Index, the Committee determined that this index is an appropriate measure for PPL because of the relevant business mix of the index companies, the number of peer companies in the index and its wide use by investors in their comparison of performance of utility companies.

The grants of performance units were calculated using the following formula:

salary

target
%

PPL common stock
closing price as

of award date

number

of units

granted

42 PPL Corporation 2014 Proxy Statement

In January 2013, the Committee approved the following target performance unit grants for the 2013-2015 performance cycle based on the above formula.

TABLE 10

Performance Unit Awards Granted in 2013


	A		B			C		D		E
										*E = AB / D**
Named Executive Officer	2012 Salary⁽¹⁾		Target as a % of Salary			Award Value⁽²⁾		Fair Market Value		Number of Performance Units⁽³⁾
W. H. Spence	$	1,050,000		172	%	$	1,806,000		$29.51		61,200
P. A. Farr		675,000		104	%		702,000				23,790
R. J. Grey		465,100		64	%		297,700				10,090
V. A. Staffieri		811,220		70	%		567,900				19,240
D. G. DeCampli		481,400		64	%		308,100				10,440

⁽¹⁾	The salary of each named executive officer as of December 31, 2012 was used to calculate the performance units granted in January 2013.

⁽²⁾	The award value is rounded to the nearest $100.

⁽³⁾	The number of performance units awarded is rounded to the nearest 10 units.

Linkage of Performance Unit Awards to Performance. At its January 2014 meeting, the Committee reviewed the results for the 2011-2013 performance period with respect to the performance units granted in 2011. PPL ranked in the 54.5^th percentile of the S&P 500 Electric Utilities Index, and the 2011 performance units achieved a payout of 112.86%.

Stock Options

Stock options provide the holder the right to purchase shares of PPL common stock at a future time at an exercise price equal to the closing price of PPL common stock on the NYSE on the grant date. Stock options normally will not be exercised by the holder if the stock price does not increase after the grant date. As a result, stock option awards are designed to reward executives for increases in PPL’s stock price and also serve as a retention incentive due to their vesting provisions.

A grant of stock options is made each year at each executive officer’s target award level. Stock options granted in 2013 vest over three years — one-third on each anniversary of the grant date — and are exercisable for 10 years from the grant date, subject to earlier expiration due to death, disability or retirement.

The equity award value to be granted is first expressed as a percentage of base salary (as shown in Table 11 below). The number of stock options granted is calculated by dividing the equity award value by the option value, which is the closing price of PPL common stock on the grant date multiplied by the Black-Scholes factor.

salary

target

option value

as of award

date

number

of options

granted

PPL Corporation 2014 Proxy Statement 43

In January 2013, the Committee approved the following stock option grants.

TABLE 11

2013 Stock Option Awards


	A		B			C		D		E
										*E = AB / D**
Named Executive Officer	2012 Salary⁽¹⁾		Target as a % of Salary			Award Value⁽²⁾		Option Value⁽³⁾		Number of Stock Options⁽⁴⁾
W. H. Spence	$	1,050,000		86	%	$	903,000		$1.29		700,000
P. A. Farr		675,000		52	%		351,000				272,090
R. J. Grey		465,100		32	%		148,800				115,350
V. A. Staffieri		811,220		35	%		283,900				220,080
D. G. DeCampli		481,400		32	%		154,000				119,380

⁽¹⁾	The salary of each named executive officer as of December 31, 2012 was used to calculate the stock options granted in January 2013.

⁽²⁾	The award value is rounded to the nearest $100.

⁽³⁾	Represents fair market value ($29.51 closing price on day of the January Committee meeting) multiplied by the 4.36% Black-Scholes factor.

⁽⁴⁾	The number of stock options awarded is rounded to the nearest 10 options.

Elimination of Stock Options for 2014. During 2013, the Committee reassessed whether stock options continue to be an appropriate part of the long-term incentive mix for executive officers. As noted above, at its October 2013 meeting, after taking into account the increasing number of stock options granted as a result of the Black-Scholes valuation model and the view of some shareowners that stock options are not performance-based, the Committee concluded that it would eliminate the granting of stock options as of January 2014. Equity awards granted after 2013 will reflect this mix: 60% of the long-term incentive target in performance units and 40% of the long-term incentive target in performance-contingent restricted stock units.

Timing of Equity Awards

The Committee determines the timing of incentive equity awards for executive officers. Incentive grants for executive officers are made as soon as practical following the performance period upon which the number of units to be granted is determined for performance-contingent restricted stock unit awards and early in the year for forward-looking performance unit and, prior to 2014, stock option awards. It has been the company’s long-time practice to make stock-based grants at the January Committee meeting, which occurs the day before the January Board of Directors meeting on the fourth Friday of each January.

We do not have, nor do we plan to have, any program, plan or practice to time equity grants with the release of material non-public information other than the practice of making such awards annually and regularly at the January Committee meeting.

Off-cycle restricted stock, restricted stock unit, performance unit or stock option grants, if provided to newly hired executives as part of the hiring package, or for promotions, are made from time to time, normally as of the new executive’s hiring date or the promotion date. Exercise prices for stock option awards are determined as of the date of hire or promotion or, if later, the date the Committee approves the grant, based on the closing price of PPL common stock on the NYSE on the date of grant.

44 PPL Corporation 2014 Proxy Statement

Ownership Guidelines; Hedging and Pledging Prohibitions

Meaningful ownership of PPL common stock by executives has always been an important part of the company’s compensation philosophy. The company has specific ownership requirements under the Executive Equity Ownership Program, or the Equity Guidelines. The Equity Guidelines provide that executive officers should maintain levels of ownership of company common stock ranging in value from two times to five times base salary:


Executive Officer		Multiple of Base Salary
Chairman, President and CEO		5x
Executive Vice Presidents		3x
Senior Vice Presidents		2x
Presidents of major operating subsidiaries, including Messrs. Staffieri and DeCampli		2x

Executive officers at a particular guideline level must attain their minimum Equity Guidelines level by the end of their fifth anniversary at that level. If an executive does not attain the guideline level within the applicable period, he or she must not sell any shares of PPL common stock and will be required to retain shares acquired upon the exercise of stock options or upon the lapsing of restrictions on shares of restricted stock, restricted stock units or performance units, in each case net of required tax withholding, until the guideline level is achieved. In addition, annual cash incentives awarded after that date may be made in restricted stock unit grants until actual ownership meets or exceeds the guideline level.

The Equity Guidelines encourage increased stock ownership on the part of the executive officers, which further aligns the interests of management and shareowners. All named executive officers were in compliance with the Equity Guidelines as of December 31, 2013.

The company also has a policy that prohibits its officers and directors from pledging shares of company stock as collateral for any loans, from engaging in any form of hedging transaction or otherwise trading in derivatives of PPL common stock.

Recoupment Policy

The Committee adopted a policy in January 2013 regarding recoupment of executive compensation. Subject to the discretion and approval of the Board, the company will seek recoupment of any incentive-based compensation awarded to any current executive officer of the company where the Board has determined that:

•

the company is required to prepare an accounting restatement due to the material noncompliance by the company with any financial reporting requirement under the securities laws; and

•

a lower award would have been made to the executive officer based upon the restated financial results.

The Board has full and final authority to make all determinations under this policy, including, without limitation, whether the policy applies and, if so, the amount of cash bonus or other incentive-based compensation, if any, to be repaid by any executive officer. In each such instance as determined by the Board, the company will, to the extent permitted by applicable law, seek to recover incentive-based

PPL Corporation 2014 Proxy Statement 45

compensation received by such individual in excess of the amount that would have been received under the accounting restatement. Any recoupment under this policy is to be in addition to any other remedies that may be available to the company, including such remedies contained in the company’s equity grant and employment letters, if any, and applicable law.

Other Compensation Matters

Perquisites and Other Benefits

In addition to its direct compensation program, which includes salary, annual cash incentive and long-term incentive opportunities, the company provides indirect executive benefits such as non-qualified deferred compensation opportunities and supplemental executive retirement plan benefits for executives. The PPL Corporation Supplemental Executive Retirement Plan, or SERP, was closed to new officers after December 31, 2011. Additionally, PPL provides carefully selected executive perquisites, consistent with market practices, which serve a direct business interest, such as financial planning services to assist executives, who generally have more complex financial situations than most employees, and severance protection in the event of termination of employment under limited circumstances.

Officers of the company, including the named executive officers, are eligible for company-paid financial planning services. These services include financial planning, tax preparation support and, for each named executive officer, a one-time payment for estate documentation preparation. These services are provided in recognition of time constraints on busy executives and their more complex compensation program that requires professional financial and tax planning. We believe that good financial planning by experts reduces the amount of time and attention that executive officers must spend on such issues. Such planning also helps ensure that the objectives of our compensation programs are met and not hindered by unexpected tax or other consequences.

All of the named executive officers are also eligible for an executive physical every two years, not to exceed a cost of $5,000. The Committee believes that the benefit is beneficial to both the employee and to the company through reduced costs. Executive physical examinations offer a more thorough and intensive health screening, are comprehensive and include tests for rare diseases.

In 2013, Mr. Staffieri received a one-time, lump-sum payment of $50,000 in lieu of specified LKE executive benefits that he will forego going forward.

The incremental cost to us of all perquisites received by our named executive officers for 2013 is summarized in Note 7 to the Summary Compensation Table.

Indirect Compensation

Officers of the company, including the named executive officers, participate in benefit programs offered to all PPL employees, or in the case of Mr. Staffieri, all LKE employees. In addition, officers are eligible for the executive benefit plans discussed below. LKE executive benefit plans are identified and discussed separately below.

For the named executive officers other than Mr. Staffieri, the primary retirement income program consists of two plans: (1) the PPL Retirement Plan, a tax-qualified, defined benefit pension plan available to employees of the company generally; and (2) the Supplemental Executive Retirement Plan, or SERP, a nonqualified defined benefit pension plan available for officers of the company. For Mr. Farr, who is vested in the PPL Retirement Plan, but not vested in the SERP, the Supplemental Compensation Pension Plan, which is a non-qualified plan that is available to employees of the

46 PPL Corporation 2014 Proxy Statement

company generally, is also available to him until he becomes vested in the SERP. In 2011, the company made a change for salaried new hires, including executive officers, by closing the PPL Retirement Plan, the Supplemental Compensation Pension Plan and the SERP to new entrants and adopting the new PPL Retirement Savings Plan. This change, however, did not affect any of the named executive officers as they were serving as executive officers prior to 2011. Additional details on these plans are provided under “Executive Compensation Tables — Pension Benefits in 2013” at page 60.

The primary capital accumulation opportunities for executive officers are: (1) stock gains under the company’s long-term incentive program and employee stock ownership plan; and (2) voluntary savings opportunities that, for 2013, included savings through the tax-qualified employee savings plan, which is a 401(k) plan (our PPL Deferred Savings Plan), and the Executive Deferred Compensation Plan, which is a nonqualified deferred compensation arrangement.

Under the PPL Deferred Savings Plan, the company provides matching cash contributions of up to 3% of the participating employee’s pay (defined as salary plus annual cash incentive award) subject to contribution limits imposed by federal tax rules. Participating employees are vested in the company’s matching contributions after one year of service. This plan provides a selection of core investment options, including publicly available mutual funds, institutionally managed funds and “lifestyle funds” available from a mutual fund provider. The plan investment options also include a brokerage account option that allows participants to select from a broad range of publicly available mutual funds, including those of the plan trustee as well as competitor funds. Participants may request distribution of their accounts at any time following termination of employment.

Our Executive Deferred Compensation Plan permits participants to defer a portion or all of their cash compensation in excess of the estimated minimum legally required annual payroll tax withholding. A hypothetical account is established for each participant who elects to defer, and the participant selects one or more investment choices that generally mirror those that are available generally to employees under the PPL Deferred Savings Plan. For additional details on the Executive Deferred Compensation Plan, see the “Executive Compensation Tables — Nonqualified Deferred Compensation in 2013” table on page 67. Matching contributions are made under this plan on behalf of participating officers to make up for matching contributions that would have been made on behalf of such officers under the PPL Deferred Savings Plan but for the imposition of maximum statutory limits on qualified plan benefits (for example, annual limits on eligible pay and contributions). Executive officers who reach the maximum limits in the PPL Deferred Savings Plan are generally eligible for matching contributions under the Executive Deferred Compensation Plan. There is no vesting requirement for the company matching contributions.

The company also has a tax-qualified employee stock ownership plan, the PPL Employee Stock Ownership Plan, or ESOP, to which the company may make an annual contribution. Historically, the company has contributed a dollar amount to the ESOP that is equal to the tax benefit it receives for a tax deduction on dividends paid on PPL common stock held by the trustee of the ESOP. Contributions are then allocated among the ESOP participants based on the following two measures: (1) the amount of total dividends paid on the participant’s account; and (2) a pro rata amount based on salary up to a median salary amount. The total allocation cannot exceed 5% of a participant’s compensation. The ESOP trustee invests exclusively in the company’s common stock. All named executive officers except Mr. Staffieri participated in the ESOP during 2013. Shares held for a minimum of 36 months are available for withdrawal, and participants may request distribution of their account at any time following termination of employment. There is no vesting period for contributions made under the ESOP. The participant has the option of receiving the actual shares of common stock or the cash equivalent of such shares at the time of withdrawal or distribution.

PPL Corporation 2014 Proxy Statement 47

There are similar employee benefits, such as a retirement plan, a savings plan, a supplemental executive retirement plan and a non-qualified deferred compensation plan, in place for Mr. Staffieri and other LKE executives that provide retirement income benefits and capital accumulation opportunities for executives. See “Executive Compensation Tables — Pension Benefits in 2013 — LG&E and KU Retirement Plan” at page 62 and “— LG&E and KU Supplemental Executive Retirement Plan” on page 63, and the description of the LG&E and KU Nonqualified Savings Plan at “Executive Compensation Tables — Nonqualified Deferred Compensation in 2013” at page 66.

Special Compensation

In addition to the annual direct and indirect compensation described above, the company provides special compensation under specific situations.

Hiring and Retention. As part of the executive recruiting process, the company may make offers of employment to new executive candidates that will attract talent to the company and compensate these candidates for compensation they may lose when terminating employment with their prior employer.

Generally, annual compensation for new executive officers is consistent with that of current executives in similar positions. Incentive awards for the year of hire are generally prorated for the period of service during the executive’s initial year of employment and paid out after the end of the year. One-time awards may be made in restricted stock or restricted stock units to replace awards a new executive may be losing from a former employer or as part of a sign-on award to encourage an executive to join the company.

In limited circumstances, generally involving mid-career hiring or as part of a merger or acquisition, the company may enter into retention agreements with key executives to encourage their long-term employment with the company. The intention is to retain key executives for the long term and focus the executive’s attention on stock price growth during the retention period. These agreements typically involve the grant of restricted stock or restricted stock units on which the restrictions lapse after a period of time that may vary on a case-by-case basis.

Individual awards vary based on an executive’s level, company service and the need for retention, as well as the market demand for an executive’s talent. The amount of an award is typically a multiple of salary converted to a special equity grant based on the closing price of PPL common stock on the NYSE as of the grant date. For specific details on retention agreements that are outstanding for named executive officers, see “Retention Agreements” on page 71.

Employment Agreements. We generally do not enter into traditional employment agreements with executive officers. There are no specific agreements pertaining to length of employment that would commit the company to pay an executive for a specific period. Generally, our executive officers are “employees-at-will” whose employment is conditioned on performance and subject to termination by the company at any time.

Change in Control Protections. The company believes executive officers who are terminated without cause or who resign for “good reason” (as defined in “Change in Control Arrangements” below at page 68) in connection with a change in control of PPL Corporation should be provided separation benefits. These benefits are intended to ensure that executives focus on serving the company and shareowner interests without the distraction of possible job and income loss. All of our named executive officers have separation benefits in the event of a change in control.

48 PPL Corporation 2014 Proxy Statement

The major components of the company’s change in control protections are:

•

accelerated vesting of specific outstanding equity awards in order to protect executives’ equity-based award value from an acquirer;

•

severance benefits; and

•

trusts to fund promised obligations in order to protect executive compensation from an acquirer.

The 2012 Stock Incentive Plan eliminated the acceleration of the vesting of outstanding equity awards granted under the plan upon a change in control, unless there is a qualifying termination of employment.

The company’s change in control benefits are consistent with the practices of companies with whom PPL competes for talent and assist in retaining executives and recruiting new executives to the company.

Accelerated Vesting of Equity Awards. As of the close of a transaction that results in a change in control of PPL Corporation, all outstanding equity awards granted under the former Incentive Compensation Plan, or ICP, as part of the company’s compensation program (excluding restricted stock and restricted stock units issued pursuant to retention agreements) become available to executives. As a result, the vesting and exercisability of stock awards and option awards granted as part of the long-term incentive program accelerate — in other words, restrictions on all outstanding restricted stock units lapse, a pro rata portion of performance units become payable and all unexercisable stock options become exercisable. Under the 2012 Stock Incentive Plan, equity awards granted under this plan do not automatically become available to executives as of a change in control, unless the executive is terminated (a “double trigger”). Stock options granted prior to 2007 are exercisable for 36 months following a qualifying termination of employment in connection with a change in control; options granted in 2007 and thereafter under the ICP are, after a change in control, exercisable for the remaining term of the stock option. Stock options granted under the 2012 Stock Incentive Plan are exercisable for the remaining term of the stock option or five years after retirement, whichever is earlier.

Severance Benefits. To continue to retain and protect our executives, the company adopted an Executive Severance Plan in 2012 that provides severance benefits for officers, including the named executive officers, terminated for reasons other than cause. The key features of the plan that apply to all of the named executive officers include (1) two years of base pay; (2) an allowance for benefit continuation; and (3) outplacement or career services support. Severance benefits payable under this program are conditioned on the executive officer agreeing to release the company from any liability arising from the employment relationship. Additional details on current arrangements for named executive officers are discussed under “Termination Benefits” below at page 72.

The company has change in control agreements with all of the named executive officers that provide benefits to the executives upon specified terminations of employment in connection with a change in control of PPL Corporation. The benefits provided under these agreements replace any other severance benefits provided to these officers by PPL Corporation, including the Executive Severance Plan or any prior severance agreement. Additional details on the terms of these agreements are described in “Change in Control Arrangements” at page 68.

Rabbi Trust. The company has entered into trust arrangements that currently cover some PPL compensation programs, namely the SERP, the Executive Deferred Compensation Plan, the change in control agreements and the Directors Deferred Compensation Plan. These trust arrangements provide

PPL Corporation 2014 Proxy Statement 49

that specified trusts are to be funded when a “change in control” occurs. See “Change in Control Arrangements” at page 68 for a description of change in control events.

The trusts, which specifically relate to programs managed by PPL and do not currently cover the LKE programs, are currently unfunded but would become funded upon the occurrence of a change in control. The trust arrangements provide for immediate funding of benefits upon the occurrence of a potential change in control, and further provide that the trusts, which are funded upon a potential change in control, can be revoked and the contributions returned if a change in control in fact does not occur. There are no current plans to fund any of the trusts.

Tax and Accounting Considerations

Section 162(m). Section 162(m) of the Internal Revenue Code generally provides that publicly held corporations may not deduct in any taxable year specified compensation in excess of $1,000,000 paid to the principal executive officer and the next three most highly compensated executive officers (excluding the principal financial officer). Performance-based compensation in excess of $1,000,000 is deductible if specified criteria are met, including shareowner approval of applicable plans. In this regard, the PPL Corporation Short-term Incentive Plan is designed to enable us to make cash awards to officers that are deductible under Section 162(m). Similarly, the PPL Corporation Incentive Compensation Plan and the 2012 Stock Incentive Plan are structured to enable grants of equity-based incentive awards to be deductible under Section 162(m). The Committee generally seeks ways to limit the impact of Section 162(m). However, the Committee believes that the tax deduction limitation should not compromise our ability to establish and implement incentive programs that support the compensation objectives discussed above. Accordingly, achieving these objectives and maintaining required flexibility in this regard may result in payments of compensation or grants of awards that are not deductible for federal income tax purposes.

Sections 280G and 4999. Several years ago, we entered into change in control agreements with Messrs. Spence, Farr, Grey and DeCampli that provide benefits to the executives upon specified terminations of employment in connection with a change in control of PPL Corporation. The agreements provide for tax protection in the form of a gross-up payment to reimburse the executive for any excise tax under Section 4999 of the Internal Revenue Code, as well as any additional income and employment taxes resulting from such reimbursement.

Section 4999 imposes a 20% non-deductible excise tax on the recipient of an “excess parachute payment,” and Section 280G disallows the tax deduction to the payor of any amount that is considered an excess parachute payment. Payments as a result of a change in control must equal or exceed three times the executive’s base amount, a five-year average of the executive officer’s compensation as defined by the IRS, in order to be considered excess parachute payments, and then the lost deduction and excise tax is imposed on the parachute payments that exceed the executive’s base amount. The intent of the tax gross-up under the separation protection agreements is to make the executive officers whole for a tax penalty they may incur when receiving their contractual separation payments in the event of their displacement in connection with a change in control. We believe the provision of tax protection for the adverse tax consequences imposed on the executive under these rules was consistent with market practice, has been an important executive retention component of our program and remains consistent with our compensation objectives.

For executives hired in 2012 or later, however, PPL will not provide executives with a gross-up payment in connection with Section 4999. The company entered into a new change in control agreement with Mr. Staffieri in 2013 in which there is no provision for gross-up payments.

50 PPL Corporation 2014 Proxy Statement

ASC Topic 718. Under the guidance of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation — Stock Compensation (formerly, FASB Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” which was known as SFAS 123(R)), the following methods are used by PPL to determine the aggregate grant date fair value of PPL’s stock-based awards: (1) the closing market price of PPL common stock at the date of grant is used to value its restricted stock and restricted stock unit awards; (2) a Monte Carlo pricing model that considers both implied and historical volatility over three years using daily stock price observations for PPL and all companies that are in the Philadelphia Stock Exchange Utility Index is used to determine the fair value of each of its performance unit awards made through 2013; and (3) the Black-Scholes stock option pricing model is used to determine the fair value of its stock option awards.

PPL Corporation 2014 Proxy Statement 51

Executive Compensation Tables

The following table summarizes all compensation for our chief executive officer, our chief financial officer and our next three most highly compensated executives, or “named executive officers,” for the last three fiscal years, for service to PPL and its subsidiaries. Mr. Spence also served as a director but received no compensation for board service.

SUMMARY COMPENSATION TABLE


Name and Principal Position	Year		Salary⁽¹⁾		Bonus⁽²⁾		Stock Awards⁽³⁾		Option Awards⁽⁴⁾		Non-Equity Incentive Plan Compensation⁽⁵⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽⁶⁾		All Other Compensation⁽⁷⁾		Total
William H. Spence		2013	$	1,098,846		—	$	4,768,559	$	1,526,000		$2,519,440		$2,144,007		$ 52,868	$	12,109,720
Chairman, President		2012		1,049,039		—		3,329,179		972,475		2,623,238		3,324,089		76,169		11,374,189
and Chief Executive		2011		788,951		—		1,339,864		445,085		1,125,800		1,382,023		70,033		5,151,756
Officer
Paul A. Farr		2013		701,377		—		1,796,407		593,156		861,354		28,870		40,582		4,021,746
Executive Vice		2012		673,967		—		1,607,302		328,835		1,154,172		1,375,340		54,363		5,193,980
President and Chief		2011		620,314		—		952,841		306,576		690,100		689,724		56,642		3,316,197
Financial Officer
Robert J. Grey		2013		499,292		—		837,779		251,463		531,806		—		30,729		2,151,069
Executive Vice		2012		464,812		—		846,916		173,215		683,646		1,166,686		36,648		3,371,923
President, General		2011		449,848		—		531,366		170,949		433,300		567,556		40,193		2,193,211
Counsel and Secretary
Victor A. Staffieri		2013		811,220		20,000		1,597,735		479,774		923,574		—		134,265		3,966,568
Chairman of the Board,		2012		811,221		25,000		1,669,471		341,846		769,000		2,001,301		98,500		5,715,979
Chief Executive Officer		2011		811,221		—		321,745		347,109		752,000		2,661,586		97,597		4,991,258
and President — LG&E and KU Energy LLC
David G. DeCampli		2013		497,031		—		856,807		260,248		530,229		517,859		31,829		2,694,003
President —		2012		478,361		—		792,953		170,860		390,800		759,952		40,717		2,633,643
PPL Energy Supply, LLC		2011		448,989		—		471,616		151,707		314,600		428,175		25,903		1,840,990

⁽¹⁾

Salary includes cash compensation deferred to the PPL Executive Deferred Compensation Plan or, for Mr. Staffieri, to the LG&E and KU Nonqualified Savings Plan. The following executive officers deferred salary in 2013 in the amounts indicated: Mr. Spence ($32,965); Mr. Farr ($140,275); Mr. Grey ($14,979); Mr. Staffieri ($46,015) and Mr. DeCampli ($74,555). These amounts are included in the “Nonqualified Deferred Compensation in 2013” table on page 67 as executive contributions for the last fiscal year.

⁽²⁾	Amounts paid to Mr. Staffieri in 2013 and 2012 reflect a cash payment in lieu of a salary increase.

⁽³⁾

This column represents the aggregate grant date fair value of restricted stock units and performance units as calculated under ASC Topic 718, without taking into account estimated forfeitures. Aggregate grant date fair value of restricted stock units is calculated using the closing price of PPL common stock on the NYSE on the date of grant. The grant date fair values of the performance units reflected in this column are the target payouts based on the probable outcome of the performance condition, determined as of the grant date, and are disclosed in the “Grants of Plan-Based Awards During 2013” table on page 55. The maximum potential values of the performance units granted in 2013 would be as follows: Mr. Spence—$4,177,512; Mr. Farr—$1,623,905; Mr. Grey—$688,743; Mr. Staffieri—$1,313,322; and Mr. DeCampli—$712,634. For additional information on the assumptions made in the valuation of performance units, refer to Note 12 to the PPL financial statements in the Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC. Further information regarding the 2013 awards is included in the “Grants of Plan-Based Awards During 2013” and “Outstanding Equity Awards at Fiscal Year-End 2013” tables elsewhere in this proxy statement.

⁽⁴⁾	This column represents the aggregate grant date fair value of stock options as calculated under ASC Topic 718, without taking into account estimated forfeitures. For additional information on the valuation assumptions with respect to the 2013 stock option grants, refer to Note 12 to the PPL

52 PPL Corporation 2014 Proxy Statement

financial statements in the Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC. See the “Grants of Plan-Based Awards During 2013” table for further information on options granted in 2013.

⁽⁵⁾

This column represents cash awards made in January 2014 under PPL’s Short-term Incentive Plan for performance under the company’s annual cash incentive award program for 2013. These amounts include amounts executive officers have elected to defer to the PPL Executive Deferred Compensation Plan or, for Mr. Staffieri, to the LG&E and KU Nonqualified Savings Plan. The following executive officers deferred cash awards in the amounts indicated: Mr. Farr ($344,542); Mr. Staffieri ($72,910); and Mr. DeCampli ($265,115). These amounts will be included in the “Nonqualified Deferred Compensation in 2014” table as executive contributions in next year’s proxy statement.

⁽⁶⁾

This column represents the sum of the changes in the actuarial present value of accumulated benefit in the PPL Retirement Plan and PPL Supplemental Executive Retirement Plan during 2013 for Messrs. Spence, Farr, Grey and DeCampli as well as the Subsidiary Retirement Plan for Mr. Farr. No amounts are shown under the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for Messrs. Grey and Staffieri as their change in pension value during 2013 was a negative amount, resulting from increases in the discount rates used to calculate the actuarial present values of their obligations. Mr. Grey’s net decrease in pension value for 2013 was ($401,645), comprised of a decrease in the value of his accumulated benefit under the PPL Supplemental Executive Retirement Plan, or SERP, of ($425,926) offset by an increase in the value of his accumulated benefit under PPL Retirement Plan of $24,281. Mr. Staffieri’s net decrease in pension value for 2013 was ($957,057), comprised of a decrease in the value of his accumulated benefit under the LG&E and KU SERP of ($948,457) and a decrease in the value of his accumulated benefit under LG&E and KU Retirement Plan of ($8,600). In addition, the amount shown for Mr. Farr includes: net decreases in pension value for 2013 for certain plans. Mr. Farr’s change in pension value for 2013 of $28,870 includes an increase in the value of his accumulated benefit under the PPL SERP of $48,385; a decrease of ($8,403) under the PPL Subsidiary Retirement Plan; and a decrease of ($11,112) under the PPL Retirement Plan. See the “Pension Benefits in 2013” table on page 60 for additional information. No above-market or preferential earnings under the PPL Executive Deferred Compensation Plan are reportable for 2013. As to Mr. Staffieri, no above-market or preferential earnings under the LG&E and KU Nonqualified Savings Plan are reportable for 2013. See the “Nonqualified Deferred Compensation in 2013” table on page 67 for additional information.

⁽⁷⁾

The table below reflects the components of this column for 2013, which include the company’s matching contribution for each individual’s 401(k) plan contributions under respective savings plans, the company’s matching contribution for each individual’s contributions under non-qualified deferred compensation plans, or NQDC, annual allocations under the PPL Employee Stock Ownership Plan, or ESOP, and the perquisites of financial planning and tax preparation services, company car, executive physical, vacation payments and a one-time lump-sum payment in lieu of benefits as described in the table below.

PPL Corporation 2014 Proxy Statement 53


Name	401(k) Match		NQDC Employer Contributions		ESOP Allocation		Financial Planning		Company Car^(a)		Benefits Paid^(b)		Other			Total
W. H. Spence	$	7,650		$29,265		$453		$10,500		—		—	$	5,000	^(c)	$	52,868
P. A. Farr		7,650		18,492		490		—		—		$13,500		—			40,582
R. J. Grey		7,650		13,304		775		9,000		—		—		—			30,729
V. A. Staffieri		10,710		56,499		—		8,382		$8,674		—		50,000	^(d)		134,265
D. G. DeCampli		7,650		13,367		437		10,375		—		—		—			31,829

^(a)

Includes that portion of lease and fuel payments for vehicle leased for Mr. Staffieri by LKE attributed to personal use from January 1, 2013 through May 31, 2013. See footnote (d) below.

^(b)

Payment to Mr. Farr for vacation earned but not taken.

^(c)

Amount paid for an annual executive physical.

^(d)

Lump-sum payment to Mr. Staffieri in lieu of LKE benefits that he agreed to forego in the future, beginning June 1, 2013, including premiums paid by LKE for supplemental executive term life insurance, as well as an automobile allowance that included lease and fuel payments for vehicle leased for Mr. Staffieri by LKE.

54 PPL Corporation 2014 Proxy Statement

GRANTS OF PLAN-BASED AWARDS DURING 2013

The following table provides information about equity and non-equity awards granted to the named executive officers in 2013.


	Grant Date		Estimated Future Payouts under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts under Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number of Shares of Stock or Units⁽³⁾		All Other Option Awards: Number of Securities Underlying Options⁽⁴⁾		Exercise or Base Price of Option Awards⁽⁵⁾ ($/Sh)		Grant Date Fair Value of Stock and Option Awards⁽⁶⁾
Name	Grant Date		Threshold		Target		Maximum		Threshold		Target		Maximum
W. H. Spence		1/24/2013		$770,000		$1,540,000		$3,080,000
		1/24/2013														90,810						$2,679,803
		1/24/2013																700,000		29.51		1,526,000
		1/24/2013								15,300		61,200		122,400								2,088,756
P. A. Farr		1/24/2013		263,250		526,500		1,053,000
		1/24/2013														33,360						984,454
		1/24/2013																272,090		29.51		593,156
		1/24/2013								5,948		23,790		47,580								811,953
R. J. Grey		1/24/2013		162,533		325,065		650,130
		1/24/2013														16,720						493,407
		1/24/2013																115,350		29.51		251,463
		1/24/2013								2,523		10,090		20,180								344,372
V. A. Staffieri		1/24/2013		304,208		608,415		1,216,830
		1/24/2013														31,890						941,074
		1/24/2013																220,080		29.51		479,774
		1/24/2013								4,810		19,240		38,480								656,661
D. G. DeCampli		1/24/2103		161,655		323,310		646,620
		1/24/2013														16,960						500,490
		1/24/2013																119,380		29.51		260,248
		1/24/2013								2,610		10,440		20,880								356,317

⁽¹⁾

These columns show the potential payout range under the 2013 annual cash incentive award program. For additional information, see “CD&A — 2013 Total Direct Compensation — Annual Cash Incentive Awards” beginning on page 36. The cash incentive payout range is from 50% to 200% of target. If the actual performance falls below the 50% payout level, the payout would be zero.

⁽²⁾

These columns show the potential payout range for the performance units granted in 2013 to the named executive officers under PPL’s 2012 Stock Incentive Plan. For additional information, see “CD&A — 2013 Total Direct Compensation — Long-Term Incentive Awards (Equity Awards) — Performance Units” beginning on page 41. The payout range for performance unit awards granted in 2013 is from 25% to 200% of target. The performance period is 2013-2015. At the end of the performance period, PPL TSR for the three-year period is compared to the total return of the companies in the Philadelphia Stock Exchange Utility Index. Shares of PPL common stock reflecting the applicable number of performance units, as well as reinvested cash or stock dividend equivalents, will vest and be paid according to the applicable level of achievement of the performance goal. If actual performance falls below the 25% payout level, the payout would be zero.

⁽³⁾

This column shows the number of performance-contingent restricted stock units granted in 2013 to the named executive officers under PPL’s 2012 Stock Incentive Plan based on EPS performance during 2010-2012. For additional information, see “CD&A — 2013 Total Direct Compensation — Long-Term Incentive Awards (Equity Awards) — Performance-Contingent Restricted Stock Units” beginning on page 40. In general, restrictions on the awards will lapse on January 24, 2016, three years from the date of grant. Each restricted stock unit entitles the executive to receive additional restricted stock units equal in value to the amount of quarterly dividends paid on PPL common stock. These additional restricted stock units are payable in shares of PPL common stock at the end of the restriction period, subject to the same conditions as the underlying restricted stock units.

PPL Corporation 2014 Proxy Statement 55

⁽⁴⁾

This column shows the number of stock options granted in 2013 to the named executive officers. For additional information, see “CD&A — 2013 Total Direct Compensation — Long-Term Incentive Awards (Equity Awards) — Stock Options” beginning on page 43. These options vest and become exercisable in three equal annual installments, beginning on January 24, 2014, which is one year after the grant date.

⁽⁵⁾	This column shows the exercise price for the stock options granted in 2013, which was the closing price of PPL common stock on the NYSE on the grant date.

⁽⁶⁾

This column shows the full grant date fair value, as calculated under ASC Topic 718, of the performance units, restricted stock units and stock options granted to the named executive officers, without taking into account estimated forfeitures. For restricted stock units granted on January 24, 2013, grant date fair value is calculated using the closing price of PPL common stock on the NYSE on the grant date of $29.51. For performance units, grant date fair value is calculated using a Monte Carlo pricing model value of $34.13 for the awards granted on January 24, 2013. For stock options, grant date fair value is calculated using the Black-Scholes value of $2.18 for the awards granted on January 24, 2013. For additional information on the valuation assumptions for performance units and stock options, see Note 12 to the PPL financial statements in the Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC.

56 PPL Corporation 2014 Proxy Statement

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2013

The following table provides information on all unexercised stock option awards, as well as all unvested restricted stock and restricted stock unit awards and unearned and unvested performance units, for each named executive officer as of December 31, 2013. Each stock option grant, as well as each grant of performance units that is unearned and unvested, is shown separately for each named executive officer, and the restricted stock or restricted stock units that have not vested are shown in the aggregate. The vesting schedule for each grant is shown following this table, based on the stock option, restricted stock or restricted stock unit award, or performance unit award grant date. The market value of the stock awards is based on the closing price of PPL common stock on the NYSE as of December 31, 2013, the last trading day of 2013, which was $30.09. For additional information about the stock option and stock awards, see “CD&A — 2013 Total Direct Compensation —Long-Term Incentive Awards (Equity Awards)” beginning on page 39.


Name	Option Awards										Stock Awards
Name	Grant Date⁽¹⁾		Number of Securities Underlying Unexercised Options (#) Exercisable⁽²⁾		Number of Securities Underlying Unexercised Options (#) Unexercisable⁽²⁾		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested⁽³⁾ (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		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 ($)
W. H. Spence		1/25/07		113,720				35.12		1/24/2017
		1/24/08		69,750				47.55		1/23/2018
		1/27/11				57,160		25.74		1/26/2021
		7/22/11		6,213		3,107		28.01		7/21/2021
		1/26/12		129,146		258,294		28.20		1/25/2022
		1/24/13				700,000		29.51		1/23/2023
												184,272		5,544,744
		1/26/12														62,485		1,880,174
		1/24/13														63,432		1,908,669
P. A. Farr		1/26/06		61,890				30.14		1/25/2016
		1/25/07		56,320				35.12		1/24/2017
		1/24/08		46,030				47.55		1/23/2018
		1/22/09		72,990				31.93		1/20/2019
		1/21/10		71,650				31.17		1/20/2020
		1/27/11		82,746		41,374		25.74		1/26/2021
		1/26/12		43,670		87,340		28.20		1/25/2022
		1/24/13				272,090		29.51		1/23/2023
												135,977		4,091,548
		1/26/12														21,130		635,802
		1/24/13														24,658		741,959
R. J. Grey		1/27/05		66,100				26.66		1/26/2015
		1/26/06		65,430				30.14		1/25/2016
		1/25/07		56,320				35.12		1/24/2017
		1/24/08		30,180				47.55		1/23/2018
		1/22/09		45,220				31.93		1/21/2019
		1/21/10		41,490				31.17		1/20/2020
		1/27/11		46,140		23,070		25.74		1/26/2021
		1/26/12		23,003		46,007		28.20		1/25/2022
		1/24/13				115,350		29.51		1/23/2023
												50,480		1,518,943
		1/26/12														11,137		335,112
		1/24/13														10,458		314,681

PPL Corporation 2014 Proxy Statement 57


Name	Option Awards										Stock Awards
Name	Grant Date⁽¹⁾		Number of Securities Underlying Unexercised Options (#) Exercisable⁽²⁾		Number of Securities Underlying Unexercised Options (#) Unexercisable⁽²⁾		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested⁽³⁾ (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		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 ($)
V. A. Staffieri		1/27/11				46,844		25.74		1/26/2021
		1/26/12				90,700		28.20		1/25/2022
		1/24/13				220,080		28.51		1/23/2023
												69,843		2,101,576
		1/26/12														21,947		660,385
		1/24/13														19,942		600,055
D. G. DeCampli		1/24/07		25,110				35.12		1/24/2017
		1/23/08		20,560				47.55		1/23/2018
		1/22/09		33,670				31.93		1/21/2019
		1/21/10		35,310				31.17		1/20/2020
		1/27/11		40,496		20,474		25.74		1/26/2021
		1/26/12		20,813		41,627		28.20		1/25/2022
		3/05/12		1,900		3,800		28.56		3/4/2022
		1/24/13				119,380		28.51		1/23/2023
												62,329		1,875,480
		1/26/12														10,984		330,509
		1/24/13														10,821		325,604

⁽¹⁾	For a better understanding of this table, we have included an additional column showing the grant date of the outstanding stock options and the unearned and unvested performance units.

⁽²⁾

Under the terms of PPL’s Incentive Compensation Plan and 2012 Stock Incentive Plan, stock options for the named executive officers vest, or become exercisable, in three equal annual installments over a three-year period beginning on the first anniversary of the grant date. The vesting dates of unvested stock option awards for the named executive officers are:


	Grant Date		2014										2015						2016
Name	Grant Date		1/24		1/26		1/27		3/5		7/22		1/24		1/26		3/5		1/24
W. H. Spence		1/27/11						57,160
		7/22/11										3,107
		1/26/12				129,147										129,147
		1/24/13		233,333										233,333						233,334
P. A. Farr		1/27/11						41,374
		1/26/12				43,670										43,670
		1/24/13		90,696										90,697						90,697
R. J. Grey		1/27/11						23,070
		1/26/12				23,003										23,004
		1/24/13		38,450										38,450						38,450
V. A. Staffieri		1/27/11						46,844
		1/26/12				45,350										45,350
		1/24/13		73,360										73,360						73,360
D. G. DeCampli		1/27/11						20,474
		1/26/12				20,813										20,814
		1/26/12								1,900								1,900
		1/24/13		39,793										39,793						39,794

⁽³⁾	All restricted stock units for the named executive officers under PPL’s Incentive Compensation Plan and the 2012 Stock Incentive Plan vest on the third anniversary of the grant date. The dates

58 PPL Corporation 2014 Proxy Statement

that restrictions lapse for each restricted stock or restricted stock unit award granted to the named executive officers are:

Grant

Date

Vesting Dates

Name

1/27/14

1/26/15

1/24/16

12/01/17

4/27/27

W. H. Spence

1/27/11

35,900

1/26/12

54,250

1/24/13

94,122

P. A. Farr

4/22/02

24,600

1/27/06

15,400

1/27/11

25,980

1/26/12

35,420

1/24/13

34,577

R. J. Grey

1/27/11

14,490

1/26/12

18,660

1/24/13

17,330

V. A. Staffieri

1/26/12

36,790

1/24/13

33,053

D. G. DeCampli

12/01/09

15,000

1/27/11

12,860

1/26/12

16,890

1/24/13

17,579

⁽⁴⁾

The number of performance units granted in 2012 disclosed in the table for each named executive officer represents the target amount for 2012 awards. The target amount is used because PPL’s total relative shareowner return was below the 100th percentile, but above the threshold level, as compared to its industry peers for the time period of 2012 through 2013, the second year of the three-year performance period for the 2012 awards. The number of performance units granted in 2013 disclosed in the table for each named executive officer represents the target amount for 2013 awards. The target amount is used because PPL’s total relative shareowner return was below the 100th percentile, but above the threshold level, as compared to its industry peers for 2013, the first year of the three-year performance period for the 2013 awards. Disclosure rules require amounts reported in the table for each year to be based on the threshold attainment amount, except if performance exceeds the threshold amount but is below the target amount, the disclosure is based on the target attainment amount and if performance exceeds the target amount, the disclosure is based on the maximum attainment amount. The number of shares shown in the table for each named executive officer also includes dividends reflected as additional performance units.

These performance units are payable in shares of PPL common stock following the performance period. While the performance period ends on December 31, 2014 for the 2012 awards and December 31, 2015 for the 2013 awards, the number of performance units earned is not determined until the Compensation, Governance and Nominating Committee, or CGNC, certifies that the level of performance goals have been achieved. The number of performance units earned at the time of certification may be more or less than the number of awards reflected in this table, depending on whether or not the performance goals have been achieved and the level of achievement. See pages 41-43 of the CD&A for a discussion of the performance goals related to TSR and the attainment levels for each award.

PPL Corporation 2014 Proxy Statement 59

OPTION EXERCISES AND STOCK VESTED IN 2013

The following table provides information for each of the named executive officers with respect to (1) stock option exercises during 2013, including the number of shares acquired upon exercise and the value realized, and (2) the number of shares acquired upon the vesting during 2013 of stock awards in the form of restricted stock units and the value realized, each before payment of any applicable withholding tax and broker commissions.


	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise⁽¹⁾		Number of Shares Acquired on Vesting	Value Realize on Vesting⁽²⁾
W. H. Spence	324,250		$1,065,825	41,598		$1,234,666
P. A. Farr	33,980		148,078	29,857		886,256
R. J. Grey	63,760		581,797	17,012		504,862
V. A. Staffieri	92,193		318,178	14,446		434,680
D. G. DeCampli	—		—	14,733		437,338

⁽¹⁾	Amounts reflect the difference between the exercise price of the stock option and the closing price on the NYSE of PPL common stock underlying the stock option at the time of exercise.

⁽²⁾

Amounts reflect the closing price on the NYSE of the shares of PPL common stock underlying the restricted stock units on the day the restrictions lapsed and the closing price on December 31, 2013 on the NYSE of the shares of PPL common stock underlying the performance units granted in 2011 that are deemed to have been earned as of December 31, 2013.

PENSION BENEFITS IN 2013

The following table sets forth information on the pension benefits for the named executive officers under each of the following pension plans:

•

PPL Retirement Plan. The PPL Retirement Plan is a funded and tax-qualified defined benefit retirement plan that covers approximately 5,574 active employees as of December 31, 2013. The PPL Retirement Plan was closed to new salaried employees after December 31, 2011. As applicable to Messrs. Spence, Farr, Grey and DeCampli, the plan provides benefits based primarily on a formula that takes into account the executive’s earnings for each fiscal year. Benefits under the PPL Retirement Plan for eligible employees are determined as the greater of the following two formulas:

•

The first is a “career average pay formula” of 2.25% of annual earnings for each year of credited service under the plan.

•

The second is a “final average pay formula” as follows:

1.3% of final average earnings up to the Average Social Security Wage Base

plus

1.7% of final average earnings in excess of the Average Social Security Wage Base

multiplied by

the sum of years of credited service (up to a maximum of 40 years).

Under the final average pay formula, “final average earnings” equal the average of the highest 60 months of pay during the last 120 months of credited service. The Average

60 PPL Corporation 2014 Proxy Statement

Social Security Wage Base is the average of the taxable Social Security Wage Base for the 35 consecutive years preceding an employee’s retirement date or, for employees retiring at the end of 2013, $67,308. The executive’s annual earnings taken into account under each formula include base salary and cash incentive awards, but may not exceed an IRS-prescribed limit applicable to tax-qualified plans ($255,000 for 2013).

The benefit an employee earns is payable starting at retirement on a monthly basis for life. Benefits are computed on the basis of the life annuity form of pension, with a normal retirement age of 65. Benefits are reduced for retirement prior to age 60 for employees with 20 years of credited service and reduced prior to age 65 for other employees. Employees vest in the PPL Retirement Plan after five years of credited service. In addition, the plan provides for joint and survivor annuity choices and does not require employee contributions.

Benefits under the PPL Retirement Plan are subject to the limitations imposed under Section 415 of the Internal Revenue Code. The Section 415 limit for 2013 was $205,000 per year for a single life annuity payable at an IRS-prescribed retirement age. Benefits in excess of these federal limits are payable from company funds under the Supplemental Compensation Pension Plan described below unless the employee is eligible for benefits under the PPL Supplemental Executive Retirement Plan described below.

•

Supplemental Compensation Pension Plan. The PPL Supplemental Compensation Pension Plan is a non-qualified plan that applies to approximately 63 active employees hired prior to January 1, 2012 who are vested in the PPL Retirement Plan and, in the case of Mr. Farr, is not vested in the PPL Supplemental Executive Retirement Plan, or SERP, at the time of termination or retirement. The benefit formula is the same as the PPL Retirement Plan, but it reflects compensation in excess of the IRS-prescribed limit of $255,000 for 2013. The plan benefit is calculated using all PPL affiliated company service, not just service credited under the PPL Retirement Plan. Upon retirement, this plan will only pay out the “excess” benefit above and beyond the PPL Retirement Plan. At such time as Mr. Farr vests in the SERP, he will no longer be eligible for this plan.

•

PPL Supplemental Executive Retirement Plan. The company offered the SERP to approximately 20 active officers as of December 31, 2013, including Messrs. Spence, Farr, Grey and DeCampli, to provide for retirement benefits above amounts available under the PPL Retirement Plan described above. The SERP is unfunded and is not qualified for tax purposes. Accrued benefits under the SERP are subject to claims of the company’s creditors in the event of bankruptcy. The SERP was closed to new officers after December 31, 2011.

The SERP formula is 2.0% of final average earnings for the first 20 years of credited service plus 1.5% of final average earnings for the next 10 years. “Final average earnings” is the average of the highest 60 months of earnings during the last 120 months of credited service. “Earnings” include base salary and annual cash incentive awards.

Benefits are computed on the basis of the life annuity form of pension, with a normal retirement age of 65. Generally, no benefit is payable under the SERP if the executive officer has less than 10 years of service unless specifically authorized, such as upon a qualifying termination in connection with a change in control. Benefits under the SERP are paid, in accordance with a participant’s advance election, as a single sum or as an annuity, including choices of a joint and survivor or years-certain annuity. At age 60, or at age 50 with 10 years of service, accrued benefits are vested and may not be reduced by an amendment to the SERP or termination by the company. After the completion of 10 years of service, participants are eligible for death benefit protection.

The company does not have a policy for granting additional years of service but has done so under the SERP in individual situations. A grant of additional years of service to any executive

PPL Corporation 2014 Proxy Statement 61

officer must be approved by the Compensation, Governance and Nominating Committee, or the CGNC. The CGNC granted Mr. Spence an additional year of service for each year of employment under the SERP as a retention mechanism. Mr. DeCampli was granted additional service for purposes of determining his eligibility for a SERP retirement benefit equal to four years of additional service upon reaching age 55, and additional service for determining his benefit upon retirement equal to five years of additional service upon reaching age 56. The total SERP benefit cannot increase beyond 30 years of service for any participant. The table below reflects the additional service amounts based on service as of December 31, 2013. Please refer to the table footnotes for additional information related to credited service under the SERP.

Mr. Grey is credited with service under the SERP commencing as of age 30, based on plan provisions in effect prior to January 1, 1998.

•

PPL Subsidiary Retirement Plan. The PPL Subsidiary Retirement Plan, in which Mr. Farr became a participant before he became an officer of the company, is a defined benefit plan that covers approximately 467 active employees as of December 31, 2013 and utilizes a hypothetical account balance to determine a monthly retirement annuity when an individual retires (known as a “cash balance plan”). The PPL Subsidiary Retirement Plan was closed to new salaried employees after December 31, 2011. Age 65 is the normal retirement age, but an individual may receive a reduced benefit as early as age 50 if the participant has at least five years of service.

The benefit formula for yearly increases to the hypothetical account balance is an increasing scale, based on age plus years of service. A participant whose age plus years of service is 32 or lower receives the minimum yearly credit of 5% of compensation plus 1.5% of compensation that is in excess of 50% of the Social Security Wage Base for that year. “Compensation” generally means base salary. The amount credited increases as age plus years of service increases, up to a maximum credit, at age plus years of service of 75 or above, of 14% of compensation plus 6% of compensation that is in excess of 50% of the Social Security Wage Base.

A participant has a vested right to a benefit under this plan after three years of service. Benefits are paid as a monthly annuity amount for life, or as a joint and survivor annuity. The amount of the annuity is determined by converting the hypothetical account balance, plus an assumed rate of interest, into a monthly annuity for life or joint lives at the participant’s date of commencement of payment.

•

LG&E and KU Retirement Plan. The LG&E and KU Retirement Plan, or LG&E Retirement Plan, is a funded and tax-qualified defined benefit retirement plan that covers approximately 1,770 active employees as of December 31, 2013 and that was closed to new participants on December 31, 2005. As applicable to Mr. Staffieri, the LG&E Retirement Plan provides benefits based on a formula that takes into account the executive’s average monthly earnings and years of service. Benefits for eligible employees are determined as the greater of the following two formulas:

•

The first formula is 1.58% of average monthly earnings plus 0.40% of average monthly earnings in excess of “covered compensation” multiplied by years of credited service (up to a maximum of 30 years).

•

The second formula is 1.68% of average monthly earnings multiplied by years of credited service (up to a maximum of 30 years).

Under the LG&E Retirement Plan, the “average monthly earnings” is the average of the highest five consecutive monthly earnings prior to termination of employment. “Monthly earnings” is defined as total compensation as indicated on Form W-2 including deferrals to a

62 PPL Corporation 2014 Proxy Statement

401(k) plan, but excluding any earnings from the exercise of stock options, limited to the IRS-prescribed limit applicable to tax-qualified plans ($255,000 for 2013), divided by 12.

“Covered compensation” is one-twelfth of the average of the Social Security Wage Base for the 35-year period ending with the year of a participant’s social security retirement age. The Social Security Wage Base for future years is assumed to be equal to the Social Security Wage Base of the current year.

The benefit an employee earns is payable starting at retirement on a monthly basis for life. Benefits are calculated on the basis of the life annuity form of pension with a normal retirement age of 65. Early retirement occurs at the earlier of age 55 or 30 years of service. There is no early retirement reduction after attainment of age 62. Prior to age 62, benefits are reduced. Employees vest in the LG&E Retirement Plan after five years of service.

Benefits under the LG&E Retirement Plan are subject to the limitations imposed under Section 415 of the Internal Revenue Code. The Section 415 limit for 2013 is $205,000 per year for a single life annuity payable at an IRS-prescribed retirement age.

•

LG&E and KU Supplemental Executive Retirement Plan. Mr. Staffieri is a participant in the LG&E and KU Supplemental Executive Retirement Plan, or LG&E SERP. The LG&E SERP is unfunded and is not qualified for tax purposes. Accrued benefits under the LG&E SERP are subject to claims of the company’s creditors in the event of bankruptcy.

The LG&E SERP formula is equal to 64% of the average monthly compensation less

•

100% of the monthly qualified LG&E Retirement Plan benefit payable at age 65;

•

100% of the primary Social Security Benefit payable at age 65;

•

100% of any matching contribution or the employer contribution for those participants for whom the defined contribution plan is the primary retirement vehicle; and

•

100% of any other employer-provided benefit payable at age 65 as a life annuity from any qualified defined benefit plan or defined contribution plan (provided such qualified defined contribution plan was the employer’s primary vehicle for retirement) sponsored by previous employers.

The net benefit is multiplied by a fraction, not to exceed one, the numerator of which is years of service at date of termination and the denominator is 15.

“Average monthly compensation” is the average compensation for the highest 36 consecutive months preceding termination of employment. “Compensation” is defined as base salary plus short-term incentive pay prior to any deferrals under any qualified or non-qualified deferred compensation plan.

PPL Corporation 2014 Proxy Statement 63

Normal retirement is age 65. Early retirement for a participant who has been credited with at least five years of service and whose age is at least age 50 is the later of separation of service or age 55. There is no early retirement reduction after attainment of age 62.


Name	Plan Name	Number of Years Credited Service⁽¹⁾	Present Value of Accumulated Benefit⁽²⁾⁽³⁾		Payments During Last Fiscal Year
W. H. Spence	PPL Retirement Plan	7.5		$ 316,917		—
	PPL SERP	15.0⁽⁴⁾		9,186,339		—
P. A. Farr	PPL Retirement Plan	9.3		334,502		—
	Supplemental Compensation Pension Plan	15.6		2,280,576		—
	PPL Subsidiary Retirement Plan	4.8		38,549		—
	PPL SERP	15.6		3,234,735		—
R. J. Grey	PPL Retirement Plan	18.8		954,631		—
	PPL SERP	30.0⁽⁵⁾		6,364,754		—
V. A. Staffieri	LG&E Retirement Plan	21.8		1,047,983		—
	LG&E SERP	21.8		10,996,221		—
D. G. DeCampli	PPL Retirement Plan	7.1		289,782		—
	PPL SERP	12.0⁽⁶⁾		2,142,922		—

⁽¹⁾	See “PPL Supplemental Executive Retirement Plan” above for a description of the years of service that have been granted under the SERP to Messrs. Spence, Grey and DeCampli.

⁽²⁾	The assumptions used in estimating the present values of each named executive officer’s accumulated pension benefit are:


Plan	Assumed Retirement Date^(a)	Discount Rate	Post-retirement Mortality Assumption
PPL Retirement Plan	60	5.11%	2014 IRS-prescribed gender specific mortality table with mortality improvements projected 7 years beyond specified date.
Supplemental Compensation Pension Plan	60	5.11%
PPL Subsidiary Retirement Plan	65	5.18%
LG&E Retirement Plan	62	5.20%
LG&E SERP	62	5.10%
PPL SERP	60	4.53%	2013 IRS-prescribed mortality under Section 417(e) of the Internal Revenue Code.

^(a)

For the PPL Retirement Plan, PPL Supplemental Compensation Pension Plan, PPL Subsidiary Retirement Plan and PPL SERP, this column reflects the age at which retirement may occur without any reduction in benefits. For the PPL Retirement Plan and the PPL Supplemental Compensation Pension Plan, an employee may retire without any reduction in benefits at age 60 provided that the employee has at least 20 years of service. For the PPL Subsidiary Retirement Plan, an employee may retire without any reduction in benefits at age 65. For the LG&E Retirement Plan and LG&E SERP, the age at which retirement may occur without any reduction in benefits is age 62.

⁽³⁾

The present values in the column reflect theoretical figures prescribed by the SEC for disclosure and comparison purposes. The table below reflects the actual benefits payable under the SERP and the LG&E SERP upon the listed events assuming termination of employment occurred as of December 31, 2013.

64 PPL Corporation 2014 Proxy Statement


SERP Payments upon Termination as of December 31, 2013^(a)
Named Executive Officer	Retirement		Death		Disability
W. H. Spence^(b)	$	9,390,627	$	4,594,148	$	9,390,627
P. A. Farr^(b)		—		1,720,419		—
R. J. Grey		6,407,495		3,023,840		6,407,495
V. A. Staffieri^(c)		11,580,151		7,117,045		11,580,151
D. G. DeCampli^(b)		2,197,351		1,095,176		2,197,351

^(a)

Messrs. Spence, Farr, Grey and DeCampli have elected to receive benefits payable under the PPL SERP as a lump-sum payment, subject to applicable law. For Mr. Staffieri, the LG&E SERP does not provide for a lump-sum payment, but a lump-sum amount is shown here for comparison purposes. See note (c) below for Mr. Staffieri’s monthly LG&E SERP benefits. The amounts shown in this table represent the values that would have become payable based on a December 31, 2013 termination of employment. Actual payment would be made following December 31, subject to plan rules and in compliance with Section 409A of the Internal Revenue Code.

^(b)

Messrs. Spence, Farr and DeCampli are not eligible to retire under the PPL SERP. Messrs. Spence and DeCampli, however, are vested under the SERP, while Mr. Farr is not. If Mr. Spence had left the company on December 31, 2013, voluntarily or as a result of a disability or death, he, or his spouse, would have been vested in a deferred benefit under the PPL Retirement Plan and the SERP. If Mr. Farr had left the company voluntarily on December 31, 2013, he would have been eligible for benefits under the PPL Retirement Plan, the PPL Subsidiary Retirement Plan and the PPL Supplemental Compensation Pension Plan, but not under the PPL SERP. Additionally, if Mr. Farr had died on December 31, 2013, his spouse would have been eligible for a PPL SERP benefit in addition to a benefit from the PPL Retirement Plan and PPL Subsidiary Retirement Plan. If Mr. DeCampli had left the company on December 31, 2013, voluntarily or as a result of a disability or death, he, or his spouse, would have been vested in a deferred benefit under the PPL Retirement Plan and the SERP.

^(c)

If Mr. Staffieri had retired on December 31, 2013 and commenced his LG&E SERP benefit on January 1, 2014, the monthly LG&E SERP benefit payable as a life annuity would have been $71,963. If he had died on December 31, 2013, the monthly LG&E SERP benefit payable to his spouse for her lifetime on January 1, 2014 would have been $42,835. If Mr. Staffieri had become disabled on December 31, 2013, the monthly LG&E SERP disability benefit payable at age 65 as a life annuity (assuming continued accrual) would have been $82,948.

⁽⁴⁾	Includes 7.5 additional years of service provided to Mr. Spence. The years of credited service in excess of actual years of service provided to the company resulted in an increase to the present value of accumulated benefits for Mr. Spence as of December 31, 2013 under the PPL SERP of $4,768,921.

⁽⁵⁾	Includes 11.2 additional years of service provided to Mr. Grey. The years of credited service in excess of actual years of service provided to the company resulted in an increase to the present value of accumulated benefits for Mr. Grey as of December 31, 2013 under the PPL SERP of $2,346,461.

⁽⁶⁾

Includes 5.0 additional years of service provided to Mr. DeCampli. The years of credited service in excess of actual years of service provided to the company resulted in an increase to the present value of accumulated benefits for Mr. DeCampli as of December 31, 2013 under the PPL SERP of $1,027,364.

PPL Corporation 2014 Proxy Statement 65

NONQUALIFIED DEFERRED COMPENSATION IN 2013

The PPL Executive Deferred Compensation Plan allows participants to defer all or a portion of their cash compensation in excess of the required minimum payroll taxes. In addition, the company made matching contributions to this plan during 2013 of up to 3% of an executive’s cash compensation (base salary plus annual cash incentive award) to match executive contributions that would have been made to PPL’s tax-qualified 401(k) deferred savings plan, also known as the Deferred Savings Plan, except for Internal Revenue Service-imposed limitations on those contributions. The PPL Executive Deferred Compensation Plan is unfunded and is not qualified for tax purposes. All benefits under this plan are subject to the claims of the company’s creditors in the event of bankruptcy. A hypothetical account is established for each participant who elects to defer, and the participant selects one or more deemed investment choices that generally mirror those that are available to employees under the Deferred Savings Plan at Fidelity Investments. These investment accounts include large, mid and small cap investment funds, international equity index funds, target date funds, bond funds and a stable value fund, with returns that ranged from -2.18% to 37.83% during 2013. Earnings and losses on each account are determined based on the performance of the investment funds selected by the participant. The company maintains each account as a bookkeeping entry. During 2013, Messrs. Spence, Farr, Grey and DeCampli notionally invested in one or more of those funds.

In general, the named executive officers who participate in this plan cannot withdraw any amounts from their deferred accounts until they either leave or retire from the company. The company’s Corporate Leadership Council, which currently consists of the chief executive officer, chief financial officer and general counsel, has the discretion to make a “hardship distribution” if there is an unforeseeable emergency that causes a severe financial hardship to the participant.

Participants may elect distribution in one or more annual installments for a period of up to 15 years, provided the participant complies with the election and timing rules of Section 409A of the Internal Revenue Code.

Mr. Staffieri is a participant in the LG&E and KU Nonqualified Savings Plan. The plan allows participants to defer up to a maximum of 75% of base salary and annual cash incentive awards. In addition, the participant receives a matching contribution equal to 70% of the first 6% deferred if that the participant is not eligible for matching contributions in the LG&E and KU Savings Plan (a tax-qualified 401(k) plan) at the time the deferred compensation would have otherwise been paid to the participant. The LG&E and KU Nonqualified Savings Plan is unfunded and is not qualified for tax purposes. All benefits under the LG&E and KU Nonqualified Savings Plan are subject to the claims of creditors in the event of bankruptcy. A hypothetical account is established for each participant who elects to defer. The amount in the participant’s hypothetical account is credited with interest at an annual rate equal to the Prime Interest Rate as reported in The Wall Street Journal. The Prime Interest Rate will be reset quarterly based on the last day of the preceding calendar quarter or March 31, June 30, September 30, and December 31. The interest shall be calculated by applying the Prime Interest Rate to the balance in the hypothetical account. Mr. Staffieri’s rate of return for 2013 was 3.25%.

In general, distributions under the LG&E and KU Nonqualified Savings Plan are made as specified by the named executive officer at the time of completion of the deferral agreement. However, a “hardship distribution” will be approved by the Employee Benefits Plan Board if there is an unforeseeable emergency, as defined by Section 409A of the Internal Revenue Code, that causes a severe financial hardship to the participant.

66 PPL Corporation 2014 Proxy Statement

Participants may elect a lump-sum payment or annual installment payments for a period of not less than two years and not more than 10 years, provided the participant complies with the election and timing rules of Section 409A of the Internal Revenue Code.


Name	Name of Plan	Executive Contributions in Last FY⁽¹⁾		Registrant Contributions in Last FY⁽²⁾		Aggregate Earnings in Last FY⁽³⁾		Aggregate Withdrawals/ Distributions⁽⁴⁾		Aggregate Balance at Last FYE⁽⁵⁾
W. H. Spence	PPL Executive Deferred Compensation Plan		$ 32,965		$29,265		$134,684		—		$ 618,089
P. A. Farr	PPL Executive Deferred Compensation Plan		890,487		18,942		466,054		—		2,863,338
R. J. Grey	PPL Executive Deferred Compensation Plan		14,979		13,304		206,812		—		852,690
V. A. Staffieri	LG&E and KU Nonqualified Savings Plan		92,269		56,499		22,498		$(232,392)		734,978
V. A. Staffieri	LG&E Energy Corp. Nonqualified Savings Plan		—		—		32,696		—		1,023,840
D. G. DeCampli	PPL Executive Deferred Compensation Plan		172,255		13,367		151,508		—		1,041,737

⁽¹⁾

The following named executive officers deferred salary in 2013 in the amounts indicated: Spence—$32,965; Farr—$140,275; Grey—$14,979; Staffieri—$46,015; and DeCampli—$74,555, which are included in the “Salary” column of the Summary Compensation Table for 2013. In addition, Messrs. Farr, Staffieri and DeCampli deferred $750,212, $46,254 and $97,700, respectively, of their cash incentive awards for 2012 performance paid in 2013, which were included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2012, with the exception of the amount for Mr. DeCampli who was not a named executive officer for that year.

⁽²⁾	Amounts in this column are company matching contributions during 2013 and are included in the Summary Compensation Table for 2013 under the heading “All Other Compensation.”

⁽³⁾	Aggregate earnings for 2013 are not reflected in the Summary Compensation Table because such earnings are not deemed to be “above-market” earnings.

⁽⁴⁾	Represents distributions to Mr. Staffieri pursuant to previous elections made by him.

⁽⁵⁾	Represents the total balance of each named executive officer’s account as of December 31, 2013. Of the totals in this column, the following amounts were reported as compensation to the named executive officer in the Summary Compensation Table for previous years:


Named Executive Officer	Executive Contributions		Registrant Contributions		Total
W. H. Spence		$ 203,238		$159,568		$ 362,806
P. A. Farr		1,026,035		101,705		1,127,740
R. J. Grey		187,503		55,363		242,866
V. A. Staffieri		185,426		115,561		300,987
D. G. DeCampli		430,012		53,258		483,270

PPL Corporation 2014 Proxy Statement 67

POTENTIAL PAYMENTS UPON TERMINATION OR

CHANGE IN CONTROL OF PPL CORPORATION

Change in Control Arrangements

The company has entered into change in control severance agreements with each of Messrs. Spence, Farr, Grey, Staffieri and DeCampli, which provide benefits to these officers upon qualifying terminations of employment in connection with a change in control of the company (a so-called “double trigger”).

The change in control agreements with respect to Messrs. Spence, Farr, Grey and DeCampli are of the older form of agreement. Mr. Staffieri’s agreement follows the new form of agreement and is described separately below. The change in control agreements for Messrs. Spence, Farr, Grey and DeCampli define “Change in Control” as the occurrence of any of the following five specific events:

•

a change in the majority of the members of our Board of Directors occurs through contested elections;

•

an investor or group acquires 20% or more of the company’s common stock;

•

a merger occurs that results in less than 60% control of the company or the surviving entity by the current shareowners;

•

shareowner approval of the liquidation or dissolution of the company; or

•

the Board of Directors declares that a change in control is anticipated to occur or has occurred.

A voluntary termination of employment by the named executive officer would only result in the payment of benefits if there was “good reason” for leaving. “Good reason” includes a number of circumstances where the named executive officer has a substantial adverse change in the employment relationship or the duties assigned. For example, a reduction in salary, a relocation of the place of work more than 30 miles away, or a cutback or exclusion from a compensation plan, pension plan or welfare plan would constitute “good reason.” The benefits provided under these agreements replace any other severance benefits that the company or any prior severance or change in control agreement would provide to these named executive officers.

There is no benefit payable before or after a change in control if the officer is discharged for “cause.” “Cause” generally means willful conduct that can be shown to cause material injury to the company or the willful refusal to perform duties after written demand by the Board of Directors.

Each of the change in control agreements with respect to Messrs. Spence, Farr, Grey and DeCampli continues in effect until December 31, 2015, and the agreements generally are automatically extended for additional one-year periods. If a change in control occurs during the agreements’ respective terms, the agreements will expire no earlier than 36 months after the month in which the change in control occurs. Each agreement provides that the named executive officer will be entitled to the severance benefits described below if, in connection with a change in control, the named executive officer’s employment is terminated for any reason other than death, disability, retirement or “cause,” or the officer terminates employment for “good reason.”

These benefits include:

•

a lump-sum payment equal to three times the sum of (1) the named executive officer’s base salary in effect immediately prior to the date of termination or, if higher, immediately prior to the first occurrence of an event or circumstance constituting “good reason” and (2) the highest

68 PPL Corporation 2014 Proxy Statement

annual cash incentive award in respect of the last three fiscal years ending immediately prior to the fiscal year in which the change in control occurs or, if higher, the fiscal year immediately prior to the fiscal year in which an event or circumstance constituting “good reason” first occurs;

•

a lump-sum payment having an actuarial present value equal to the additional pension benefits the officer would have received had the officer continued to be employed by the company for an additional 36 months;

•

the continuation of welfare benefits for the officer and his or her dependents for the 36-month period following separation (reduced to the extent the officer receives comparable benefits from another employer);

•

unpaid incentive compensation that has been allocated or awarded for a previous performance period;

•

vesting of all contingent incentive compensation awards for all then uncompleted periods, calculated on a prorated basis of months of completed service, assuming performance achievement at 100% of the target level, except for performance units;

•

vesting of all performance units outstanding calculated on a pro rata basis of months of completed service, assuming achievement at 100% of target, plus an amount payable in cash to provide payment for the maximum payout (200% of target);

•

outplacement services for up to three years;

•

a gross-up payment for any excise tax imposed under the golden parachute provisions of the Internal Revenue Code; and

•

post-retirement health care and life insurance benefits to officers who would have become eligible for such benefits within the 36-month period following the change in control.

The Committee approved a new form of change in control agreement to be used for those officers entering into such agreements after December 31, 2011, including Mr. Staffieri. The new form differs from the prior form in the following areas:

•

provides that the term may not expire during the period in which a change in control (a “potential” change in control) may occur, or expires no earlier than 24 months after a change in control actually occurs;

•

eliminates excise tax gross-ups;

•

eliminates accrual of additional pension service and benefit credits;

•

eliminates payment upon a “potential” change in control unless a qualifying termination of employment actually occurs and is in connection with the “potential” change in control;

•

shortens the notice period from 15 months to six months’ advance notice to terminate an agreement;

•

eliminates welfare benefit continuation (other than retiree welfare benefits, as described below); the company would pay a lump-sum payment equivalent to the cost of COBRA coverage that would be incurred for the 24-month period following termination of employment; and

•

limits outplacement services to $50,000.

Mr. Staffieri’s change in control agreement continues in effect until December 31, 2014 and is generally automatically extended for additional one-year periods. If a change in control occurs during the agreement’s term, the agreement will expire no earlier than 24 months after the month in which the

PPL Corporation 2014 Proxy Statement 69

change in control occurs. His agreement provides that he will be entitled to the severance benefits described below if, in connection with a change in control, the company terminates his employment for any reason other than death, disability, retirement or “cause,” or Mr. Staffieri terminates employment for “good reason.”

Pursuant to Mr. Staffieri’s agreement, a “change in control” is defined to include:

•

a change in a majority of the members of our Board of Directors occurs during a 12-month period through contested elections;

•

an investor group acquires 30% or more of the company’s common stock;

•

a merger occurs that results in less than 70% control of the company or the surviving entity by the current shareowners; or

•

the sale or other disposition of substantially all the company’s assets.

Mr. Staffieri’s change in control agreement benefits include:

•

a lump-sum payment equal to three times the sum of (1) Mr. Staffieri’s base salary in effect immediately prior to the date of termination or, if higher, immediately prior to the first occurrence of an event or circumstance constituting “good reason” and (2) the highest annual bonus in respect of the last three fiscal years ending immediately prior to the fiscal year in which the change in control occurs or, if higher, the fiscal year immediately prior to the fiscal year in which an event or circumstance constituting “good reason” first occurs;

•

a lump-sum payment equal to the aggregate amount of COBRA premiums otherwise payable for the 24-month period following termination (assuming COBRA would have been available for the 24 months at the rate in effect at date of termination);

•

unpaid incentive compensation that has been allocated or awarded for a previous performance period;

•

vesting of all contingent cash-based incentive compensation awards for all then uncompleted periods, calculated on a prorated basis of months of completed service, assuming achievement at the actual level of performance as of the date of change in control;

•

outplacement services until December 31 of the second calendar year after termination but limited to fees of $50,000; and

•

post-retirement health care and life insurance benefits if eligibility would have occurred within the 24-month period following termination, or if more favorable to Mr. Staffieri, within 24 months of the date on which the event or circumstance constituting “good reason” first occurs.

In addition to the benefits that the change in control agreements provide, the following events would occur in the event of a change in control under the company’s compensation arrangements:

•

the restriction period applicable to any outstanding restricted stock or restricted stock unit awards lapses for those awards granted under the PPL Incentive Compensation Plan, and the restriction period lapses on qualifying termination of employment under the 2012 Stock Incentive Plan (excluding restricted stock granted under our retention agreements);

•

the performance period applicable to any outstanding performance unit awards will be deemed to conclude prior to the change in control, and a pro rata portion of all unvested units will become immediately vested as though there had been achievement of goals satisfying the target award (although the change in control agreements with respect to Messrs. Spence, Farr, Grey and DeCampli would increase this to assumed achievement at the maximum level);

70 PPL Corporation 2014 Proxy Statement

•

all restrictions on the exercise of any outstanding stock options lapse under the PPL Incentive Compensation Plan, and the restriction period lapses on qualifying termination of employment under the 2012 Stock Incentive Plan;

•

upon a qualifying termination, all participants in the SERP immediately vest in their accrued benefit, even if not yet vested due to age and service; and

•

upon a qualifying termination, the SERP benefit improves by a pro rata portion of the additional years of service granted to the officer, if any, that otherwise would not be earned until a specified period of years had elapsed or the officer had reached a specified age.

See the table on page 75 for the estimated value of benefits to be paid if a named executive officer were terminated on December 31, 2013, after a change in control of PPL for qualifying reasons.

The value of the SERP enhancements is included under the “Termination Following a Change in Control” column of the table provided below at page 75.

PPL has trust arrangements in place to facilitate the funding of benefits under the SERP, the Executive Deferred Compensation Plan, change in control agreements and the Directors Deferred Compensation Plan if a change in control were to occur. Currently, the trusts are not funded. The trusts provide for the company to fund the trusts at the time a “potential change in control” occurs. The funds are refundable to the company if the change in control does not actually take place.

A “potential change in control” is triggered when:

•

the company enters into an agreement that would result in a change in control;

•

the company or any investor announces an intention to enter into a change in control;

•

the Board of Directors declares that a potential change in control has occurred; or

•

an investor obtains 5% or more of the company’s common stock and intends to control or influence management (requiring a Schedule 13D to be filed by the investor with the SEC).

Within 60 days of the end of each year after the change in control occurs, PPL is required to irrevocably deposit additional cash or property into the trusts in an amount sufficient to pay participants or beneficiaries the benefits that are payable under terms of the plans that are being funded by the trusts as of the close of each year. Any income on the trust assets would be taxed to PPL and not to the beneficiaries of the trusts, and such assets would be subject to the claims of general creditors in the event of PPL’s insolvency or bankruptcy.

Retention Agreements

PPL has entered into retention agreements with Messrs. Farr and DeCampli that granted them 40,000 shares and 30,000 shares, respectively, of restricted PPL common stock. The restriction period will lapse on April 27, 2027 for Mr. Farr, his 55^th birthday. The restrictions on 15,000 shares lapsed for Mr. DeCampli on December 1, 2012, his 55^th birthday, and the restrictions on the remaining 15,000 shares will lapse on December 1, 2017, his 60^th birthday.

•

In the event of death or disability, the restriction period on a prorated portion of the shares covered by the retention agreements will lapse immediately.

•

In the event of a “change in control” of PPL, the restriction period on all of these shares will lapse immediately if there is an involuntary termination of employment that is not for “cause.”

•

In the event Mr. Farr is terminated for “cause” or he terminates his employment with all PPL-affiliated companies prior to April 27, 2027, all shares of his restricted stock will be forfeited.

PPL Corporation 2014 Proxy Statement 71

•

In the event Mr. DeCampli is terminated for “cause” prior to December 1, 2017, the remaining 15,000 shares of his restricted stock will be forfeited.

Termination Benefits

The named executive officers are entitled to various benefits in the event of a termination of employment, but the value of those benefits and their components vary depending upon the circumstances. A qualifying termination in connection with a change in control of PPL Corporation triggers contractual benefits under the change in control and equity award agreements described above. A retirement provides benefits and payments in cash or stock that are set forth in various executive plans referred to above. A termination resulting from death or disability also has a number of benefit consequences under various benefit plans.

The table, set forth below, provides the company’s estimates of the probable value of benefits that would have been payable to the named executive officers assuming a termination of employment as of December 31, 2013, for reasons of voluntary termination, retirement, death, disability, involuntary termination not for cause, change of control or qualifying termination in connection with a change in control. However, as permitted by SEC disclosure rules, the table does not reflect any amount provided to a named executive officer that is generally available to all salaried employees. Also, the table does not repeat information disclosed in the “Pension Benefits in 2013” table, the “Nonqualified Deferred Compensation in 2013” table or, except to the extent that vesting or payment may be accelerated, the “Outstanding Equity Awards at Fiscal Year-End 2013” table. If a named executive officer did not yet qualify for full retirement benefits or other benefits requiring longer service, that additional benefit is not reflected below. If a named executive officer had the ability to elect retirement and thereby avoid forfeiture or decreased benefits, the table assumes that retirement was elected and is noted as such in the footnotes to the table.

In the event that an executive is terminated for “cause” by the company, no additional benefits are due under the applicable plans and agreements.

Severance. See “CD&A — Other Compensation Matters — Special Compensation — Severance Benefits” for a discussion of the company’s practice as to severance benefits. The named executive officers are subject to the PPL Corporation Executive Severance Plan. The plan provides for severance benefits for executives in the event of a termination of employment that is not for cause. “Cause” is defined as misconduct materially injurious to the company, insubordination, fraud or breach of confidentiality against the company or egregious violation of company policy. Pursuant to this plan, each of the named executive officers is eligible for two years of base salary, a lump sum amount for 24 months of health plan continuation (COBRA) and outplacement services for the lesser of two years or $50,000 in fees. Benefits are conditioned on a release of liability from the named executive officer.

As discussed above in “Change in Control Arrangements,” there is a structured approach to separation benefits for involuntary and select “good reason” terminations of employment in connection with a change in control of PPL Corporation. PPL has entered into agreements with each of the named executive officers that provide benefits to the officers upon qualifying terminations of employment in connection with a change in control. The benefits provided under these agreements replace any other severance benefits provided to the named executive officers by PPL Corporation, including any benefit under the Executive Severance Plan or any prior severance or change in control agreement.

The table below includes the severance payments, the value of continued welfare benefits and outplacement benefits as “Other separation benefits,” and the value of “gross-up” payments for required Federal excise taxes on excess parachute payments as “Tax gross-up amount payable” for Messrs. Spence, Farr, Grey and DeCampli. The value of additional pension benefits provided under

72 PPL Corporation 2014 Proxy Statement

the change in control agreements is discussed above in “Change in Control Arrangements” and is included as “SERP” in the table below.

SERP and PPL Executive Deferred Compensation Plan. See “Pension Benefits in 2013” above for a discussion of the SERP and “Change in Control Arrangements” for a discussion of enhanced benefits that are triggered if Messrs. Spence, Farr, Grey or DeCampli are terminated in connection with a change in control of PPL. The table below only includes as “SERP” in the table enhancements to pension plan benefits disclosed in the “Pension Benefits in 2013” table available as a result of the particular circumstances of termination of employment.

Account balances under the PPL Executive Deferred Compensation Plan and the LG&E and KU Nonqualified Savings Plan become payable as of termination of employment for any reason, or as of the time previously elected. Current balances are included in the “Nonqualified Deferred Compensation in 2013” table on page 67 above and are not included in the table below.

Annual Cash Incentive Awards. It is PPL’s practice to pay a pro rata portion of the accrued but unpaid annual cash incentive award to executives who retire or who are eligible to retire and (1) die while employed or (2) terminate employment due to a disability during the performance year. Payments occur at the regularly scheduled time as paid to other executive officers. Only Mr. Farr is currently ineligible to retire.

In the event any of the named executive officers were to die or terminate employment due to a disability, the CGNC has the authority to consider an award. If Mr. Farr were to leave voluntarily, he would not be entitled to an annual cash incentive award.

In the event of a qualifying termination in connection with a change in control of PPL Corporation, annual cash incentive awards that have been determined, but not yet paid, are payable under the terms of the change in control agreements entered into with the named executive officers. Also in the case of a change in control, if a termination under these change in control agreements occurs during the performance year, accrued incentive cash awards are payable on a pro rata basis for the period worked during the year using the assumption that performance goals were attained at target.

Long-Term Incentive Awards. Restrictions on restricted stock units generally lapse upon retirement, death or termination of employment due to disability under the Incentive Compensation Plan, or ICP, and the 2012 Stock Incentive Plan, or 2012 SIP, or in the event of a change in control under the ICP. Under the 2012 SIP, if there is a change in control, restrictions lapse if there is a termination not for “cause” or for “good reason.” Restricted stock units are forfeited under both plans in the event of voluntary and involuntary termination if the executive is not retirement eligible.

For Messrs. Farr and DeCampli, the restrictions on their retention shares lapse if the executive’s employment is terminated for qualifying reasons in connection with a change in control. In the event of death or disability, Messrs. Farr and DeCampli would be eligible to receive a prorated number of their retention shares. The appropriate column of the following table includes the value of these shares, as of December 31, 2013 (based on a closing price of PPL common stock on the NYSE of $30.09), of accelerated shares of restricted stock for each termination event. Mr. Farr would also be eligible to receive a prorated number of shares of restricted stock if his employment is terminated involuntarily for reasons other than for cause.

Performance units are eligible for pro rata vesting at the end of the performance period if the named executive officer has retired, died or terminated employment due to a disability during the performance period under both the ICP and the 2012 SIP. In the event of a change in control, the performance period ends and there is pro rata vesting as if the target shareowner return was achieved. See “Change in Control Arrangements” above for a discussion of enhanced benefits that are triggered if

PPL Corporation 2014 Proxy Statement 73

Messrs. Spence, Farr, Grey or DeCampli are terminated in connection with a change in control of the company. Performance units are forfeited under both plans in the event of voluntary termination if the executive is not eligible to retire.

In all events where performance units are not forfeited, we have included the pro rata value based on the assumption of performance achievement at target.

Stock options that are not yet exercisable become exercisable upon retirement under both the ICP and the 2012 SIP. In the event of death or termination of employment due to disability, stock options not yet exercisable continue to become exercisable in accordance with the vesting schedule (in one-third increments on each anniversary of the grant) under the ICP and 2012 SIP. In the event of a change in control: (1) all options issued pursuant to the ICP become exercisable upon the closing of the transaction that results in the change in control and (2) all options granted under the 2012 SIP require a qualifying termination of the executive officer before any stock options would become exercisable after a change in control occurs. Stock options not yet exercisable are forfeited under both plans in the following events:

•

In the event of voluntary termination or involuntary termination not for cause, if the executive is not eligible to retire; or

•

In the event of involuntary termination for “cause” even if the executive is eligible to retire.

The term of all previously granted PPL stock options is 10 years. Upon the below stated events of termination, the executive may exercise options as follows.

•

In the event of retirement, (1) for options granted under the 2012 SIP, the executive has the earlier of five years from retirement or the remaining term to exercise the options, and (2) for options granted under the ICP, the executive has the remaining term to exercise the options.

•

In the event of termination of employment as a result of death or disability, the term for options granted under the ICP is reduced to 36 months, and under the 2012 SIP is reduced to three years and 60 days, unless the remaining term is shorter.

•

In the event of a change in control, the term for options granted under the ICP is reduced to 36 months. In the event of a qualifying termination of employment in connection with a change in control under the 2012 SIP, the term for options granted is reduced to three years and 60 days, for all outstanding options. For options granted in 2010 or after under the ICP, and for all options granted under the 2012 SIP, the exercise periods in the event of a change in control were extended to the full term.

•

In the event of voluntary termination of employment for reasons other than noted above, all named executive officers have a maximum of 60 days to exercise options granted under the ICP and the 2012 SIP that are exercisable but that have not yet been exercised before they are forfeited.

•

In the event of a termination for “cause,” the named executive officers must exercise all outstanding exercisable options prior to termination or risk immediate forfeiture of all options, whether exercisable or not.

Assumptions for the table below:

•

For named executive officers eligible to retire (Messrs. Spence, Grey, DeCampli and Staffieri), we have assumed the executive retires in the case of voluntary or involuntary termination.

•

For all named executive officers included in the table, we have assumed the termination event occurred as of December 31, 2013.

The following table includes the value (based on the closing price of PPL common stock on the NYSE of $30.09 on December 31, 2013) of options that are not yet exercisable and “in-the-money,” assuming

74 PPL Corporation 2014 Proxy Statement

the options were exercised as of December 31, 2013 for each termination event. Footnote 7 following the table identifies such options as of December 31, 2013 that may be exercised in the future. For the table below, options already exercisable as of the termination event are excluded.


Named Executive Officer	Retirement or Voluntary Termination		Death		Disability		Involuntary Termination Not for Cause⁽⁸⁾			Change in Control		Termination Following a Change in Control
W. H. Spence
Severance payable in cash⁽¹⁾		—		—		—		$2,200,000			—		$11,169,714
Other separation benefits⁽²⁾		—		—		—		95,996			—		117,644
Tax gross-up amount payable⁽³⁾		—		—		—		—			—		10,748,654
SERP⁽⁴⁾		—		—		—		—			—		5,890,000
Performance-contingent restricted stock units⁽⁵⁾		$5,544,744	$	5,544,744	$	5,544,744		5,544,744			$2,712,614		5,544,744
Performance units⁽⁶⁾		2,378,445		2,378,445		2,378,445		2,378,445			2,378,445		4,756,889
Stock options⁽⁷⁾		1,149,284		—		—		1,149,284			255,109		1,149,284

P. A. Farr
Severance payable in cash⁽¹⁾		—		—		—		1,404,000			—		4,364,916
Other separation benefits⁽²⁾		—		—		—		86,485			—		112,744
Tax gross-up amount payable⁽³⁾		—		—		—		—			—		4,747,030
SERP⁽⁴⁾		—		—		—		—			—		2,250,000
Performance-contingent restricted stock units, restricted stock⁽⁵⁾		—		3,450,831		3,450,831		562,883	⁽⁹⁾		3,051,126		4,091,548
Performance units⁽⁶⁾		—		1,007,113		1,007,113		—	⁽⁹⁾		1,007,113		2,014,226
Stock options⁽⁷⁾		—		—		—		—	⁽⁹⁾		345,050		502,862

R. J. Grey
Severance payable in cash⁽¹⁾		—		—		—		1,000,200			—		3,551,238
Other separation benefits⁽²⁾		—		—		—		74,352			—		93,492
Tax gross-up amount payable⁽³⁾		—		—		—		—			—		1,741,084
SERP⁽⁴⁾		—		—		—		—			—		—
Performance-contingent restricted stock units⁽⁵⁾		1,518,943		1,518,943		1,518,943		1,518,943			997,484		1,518,943
Performance units⁽⁶⁾		515,583		515,583		515,583		515,583			515,583		1,031,166
Stock options⁽⁷⁾		254,211		—		—		254,211			187,308		254,211

V. A. Staffieri
Severance payable in cash⁽¹⁾		—		—		—		1,622,440			—		4,878,234
Other separation benefits⁽²⁾		—		—		—		50,000			—		50,000
Tax gross-up amount payable⁽³⁾		—		—		—		—			—		—
SERP⁽⁴⁾		—		—		—		—			—		—
Performance-contingent restricted stock units⁽⁵⁾		2,101,576		2,101,576		2,101,576		2,101,576			1,107,011		2,101,576
Performance units⁽⁶⁾		1,020,699		1,020,699		1,020,699		1,020,699			1,020,699		2,041,398
Stock options⁽⁷⁾		502,841		—		—		502,841			375,194		502,841

D. G. DeCampli
Severance payable in cash⁽¹⁾		—		—		—		944,800			—		3,082,887
Other separation benefits⁽²⁾		—		—		—		74,352			—		93,461
Tax gross-up amount payable⁽³⁾		—		—		—		—			—		2,389,819
SERP⁽⁴⁾		—		—		—		—			—		1,020,000
Performance-contingent restricted stock units, restricted stock⁽⁵⁾		1,424,130		1,668,200		1,668,200		1,424,130	⁽⁹⁾		1,346,528		1,875,480
Performance units⁽⁶⁾		495,122		495,122		495,122		495,122			495,122		990,244
Stock options⁽⁷⁾		242,791		—		—		242,791			167,737		242,791

⁽¹⁾	For purposes of this table, we have assumed the named executive officers are eligible for benefits under their respective change in control agreements.

In accordance with PPL’s Executive Severance Plan, the named executive officers included in the table are eligible for a payment of severance benefits in the event of an involuntary termination not for cause, if they are not eligible to receive severance payments under another plan or any agreement. Each of the named executive officers is eligible to receive a cash severance payment equal to two years’ base salary and additional benefits described in Note 2 below.

In the event of termination of employment in connection with a change in control of PPL Corporation, each named executive officer is eligible for severance benefits if termination occurs within 36 months of a change in control (a) due to termination by the company for reasons other than “cause” or (b) by the executive on the basis of “good reason” as that term is defined in the

PPL Corporation 2014 Proxy Statement 75

agreement. For purposes of the table, a qualifying termination of employment in connection with a change of control is assumed.

Amounts shown as “Severance payable in cash” under the “Termination Following a Change in Control” column for each named executive officer is three times their annual salary as of the termination date plus three times the highest annual cash incentive payment made in the last three years as provided under their agreements.

⁽²⁾

Under the new Executive Severance Plan, each named executive officer is eligible for specified benefits if terminated due to a qualifying termination as defined in the plan. In addition to the lump sum severance payment described in Note 1 above, these officers are eligible to receive a lump sum payment equivalent to 24 months of COBRA premiums and outplacement assistance not to exceed $50,000 in fees.

Under the terms of the change in control agreements of each named executive officer included in the table, the executive is eligible for continued medical and dental benefits, life insurance premiums, disability coverage and outplacement services (limited to $50,000 in the case of Mr. Staffieri).

The amounts shown as “Other separation benefits” are the estimated present values of each of these benefits in the respective column.

⁽³⁾

In the event excise taxes become payable under Section 280G and Section 4999 of the Internal Revenue Code as a result of any “excess parachute payments,” as that phrase is defined by the Internal Revenue Service, the change in control agreements for Messrs. Spence, Farr, Grey and DeCampli provide that the company will pay the excise tax as well as gross-up the executive for the impact of the excise tax payment. (The tax payment and gross-up do not extend to normal income taxes due on any separation payments.) The amounts shown as “Tax gross-up amount payable” include the company’s estimate of the excise tax and gross-up payments that would be made under the terms of their respective change in control agreement if each named executive officer had been terminated on December 31, 2013. In connection with a change in control on that date, Mr. Staffieri’s change in control agreement does not provide for excise tax payments or gross-ups.

⁽⁴⁾

Amounts shown as “SERP” under the “Termination Following a Change in Control” column include the values of the incremental benefits payable under the terms of the change in control agreements. Each of Messrs. Spence, Farr, Grey and DeCampli was eligible for a severance payment equal to the value of the SERP benefit that would be determined by adding an additional three years of service. Mr. Grey has already earned the maximum of 30 years of SERP service, so his SERP benefits would not increase upon a termination following a change in control. Mr. Staffieri is not eligible for enhanced SERP benefits upon termination for any reason.

⁽⁵⁾

Total outstanding performance-contingent restricted stock and restricted stock unit awards are included in the “Outstanding Equity Awards at Fiscal Year-End 2013” table above. The amounts included in this table reflect the value of the restricted stock and performance-contingent restricted stock units that would become immediately vested as a result of each event as of December 31, 2013. The table set forth below this note shows the number of units accelerated and payable as well as the number forfeited upon the occurrence of each event. The gross value in the above table would be reduced by the amount of taxes required to be withheld, and the net shares would be distributed. For purposes of the table below, the total number of shares is provided without regard for the tax impact.

76 PPL Corporation 2014 Proxy Statement

Restricted Stock and Restricted Stock Units

(#)


Named Executive Officer	Retirement or Voluntary Termination		Death		Disability		Involuntary Termination Not for Cause		Change in Control		Termination Following a Change in Control
W. H. Spence
Accelerated		184,272		184,272		184,272		184,272		90,150		184,272
Forfeited		—		—		—		—		—		—

P. A. Farr
Accelerated		—		114,684		114,684		18,707		101,400		135,977
Forfeited		135,977		21,293		21,293		117,270		—		—

R. J. Grey
Accelerated		50,480		50,480		50,480		50,480		33,150		50,480
Forfeited		—		—		—		—		—		—

V. A. Staffieri
Accelerated		69,843		69,843		69,843		69,843		36,790		69,843
Forfeited		—		—		—		—		—		—

D. G. DeCampli
Accelerated		47,329		55,400		55,400		47,329		44,750		62,329
Forfeited		15,000		6,889		6,889		15,000		—		—

⁽⁶⁾

The table includes the value of the performance units that would become payable as a result of each event as of December 31, 2013 assuming target performance was achieved, except as next noted. In the case of “Termination Following a Change in Control,” this value is composed of units that become payable upon a change in control of PPL Corporation plus an amount payable in cash under the change in control agreements to provide payment for the maximum payout value. The table set forth below this note presents the number of units accelerated and payable as of the event, or the number of units that become payable after the performance period is completed, as well as the number forfeited. The gross value in the table would be reduced by the amount of taxes required to be withheld, and the net shares would be distributed. For purposes of the following table, the total number of shares is provided without regard to the tax impact.

PPL Corporation 2014 Proxy Statement 77

Performance Units

(#)


Named Executive Officer	Retirement or Voluntary Termination		Death		Disability		Involuntary Termination Not for Cause		Change in Control		Termination Following a Change in Control
W. H. Spence
Accelerated		—		—		—		—		79,044		79,044
Forfeited		63,117		63,117		63,117		63,117		63,117		63,117
Available after performance period completed		79,044		79,044		79,044		79,044		—		—

P. A. Farr
Accelerated		—		—		—		—		33,470		33,470
Forfeited		56,952		23,482		23,482		56,952		23,482		23,482
Available after performance period completed		—		33,470		33,470		—		—		—

R. J. Grey
Accelerated		—		—		—		—		17,135		17,135
Forfeited		10,684		10,684		10,684		10,684		10,684		10,684
Available after performance period completed		17,135		17,135		17,135		17,135		—		—

V. A. Staffieri
Accelerated		—		—		—		—		33,922		33,922
Forfeited		20,610		20,610		20,610		20,610		20,610		20,610
Available after performance period completed		33,922		33,922		33,922		33,922		—		—

D. G. DeCampli
Accelerated		—		—		—		—		16,455		16,455
Forfeited		10,875		10,875		10,875		10,875		10,875		10,875
Available after performance period completed		16,455		16,455		16,455		16,455		—		—

⁽⁷⁾

Outstanding stock options are included in the “Outstanding Equity Awards at Fiscal Year-End 2013” table. The table above includes the value of the options not yet exercisable that would become exercisable as a result of each event as of December 31, 2013. In the event of voluntary termination and involuntary termination for reasons other than cause, Mr. Farr would forfeit his unvested stock options because he has not reached retirement age. Therefore, the value displayed under the retirement or voluntary termination column is representative for retirement conditions only. Options already exercisable as of December 31, 2013 are excluded from this table. The table below details the number of options that accelerate and become exercisable as of the termination event and the number forfeited. For illustrative purposes, it is assumed that all options not yet exercisable that become exercisable as of the event are exercised as of December 31, 2013, and valued based on the difference between a closing price of PPL common stock of $30.09 on that date and the option exercise price. In the event of death or disability, unexercisable options become exercisable in the future. The gross value in the table would be reduced by the amount of taxes required to be withheld, and the net shares would be distributed. For the purposes of the following table, the total number of shares is provided without regard to the tax impact.

78 PPL Corporation 2014 Proxy Statement

Stock Options Not Yet Exercisable

(#)


Named Executive Officer	Retirement or Voluntary Termination		Death		Disability		Involuntary Termination Not for Cause		Change in Control		Termination Following a Change in Control
W. H. Spence
Accelerated		1,018,561		—		—		1,018,561		60,267		1,018,561
Forfeited		—		—		—		—		—		—

P. A. Farr
Accelerated		—		—		—		—		128,714		400,804
Forfeited		400,804		—		—		400,804		—		—

R. J. Grey
Accelerated		184,427		—		—		184,427		69,077		184,427
Forfeited		—		—		—		—		—		—

V. A. Staffieri
Accelerated		357,624		—		—		357,624		137,544		357,624
Forfeited		—		—		—		—		—		—

D. G. DeCampli
Accelerated		185,281		—		—		185,281		62,101		185,281
Forfeited		—		—		—		—		—		—

⁽⁸⁾

In addition to any amounts provided in this column, in the event of involuntary termination for reasons other than for cause, any severance payable in cash and/or other separation benefits would be determined as of the date of termination on a case-by-case basis and would require the approval of the CGNC.

⁽⁹⁾

In the event of involuntary termination for reasons other than for cause, Mr. Farr would forfeit all outstanding restricted stock units, performance units and stock options because he is not eligible to retire. In the event of retirement or resignation, Messrs. Farr and DeCampli would forfeit the retention shares pursuant to their respective retention agreements. Any exceptions to the automatic forfeitures would require the approval of the CGNC. In the event of death or disability, Messrs. Farr and DeCampli would be eligible to receive a prorated number of shares of restricted stock pursuant to their respective Retention Agreements. In the event of involuntary termination for reasons other than for cause, Mr. Farr would be eligible to receive a prorated number of shares of restricted stock pursuant to his Retention Agreement. In the event of a termination following a change in control, Messrs. Farr and DeCampli would be eligible to receive the 40,000 and 15,000 shares, respectively, of restricted stock that they still hold under their respective Retention Agreements.

PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

The Board of Directors is asking you to vote, in an advisory manner, to approve the 2013 compensation of our named executive officers as described in this proxy statement on pages 31-67. The company currently intends to hold such votes on an annual basis. Accordingly, the next such vote will be held at the company’s 2015 Annual Meeting of Shareowners.

Our compensation program reflects the company’s ongoing commitment to a pay-for-performance philosophy, under which executive compensation is aligned with the interests of shareowners and is linked to short- and long-term company performance. Our primary compensation metrics are earnings per share from ongoing operations, or EPS, and relative total shareholder return, or TSR, results that are important to shareowners. At least 70% of each named executive officer’s compensation is made up of incentive components that focus on earnings per share, relative stock price appreciation and dividend performance.

PPL Corporation 2014 Proxy Statement 79

In considering your vote, shareowners may wish to review the information on PPL’s compensation policies and decisions regarding the named executive officers presented in the “Compensation Discussion and Analysis” and “Executive Compensation Tables” beginning on page 31, as well as the discussion regarding “Compensation Processes and Procedures” beginning on page 18.

The company achieved strong financial results in 2013, exceeding the midpoint of our ongoing earnings forecast that was in effect during the first quarter of 2013 by approximately 8%, based on outstanding results at our utility operations in the United Kingdom, Kentucky and Pennsylvania and cost reductions achieved in our competitive energy supply business. A range of successes in 2013 – from the operational to the strategic – clearly illustrates your company’s focus on growing value for shareowners. The Board continued to consider the alignment of our compensation program and practices with best pay practices, resulting in a number of changes to our compensation polices to further ensure that our programs serve to drive shareowner value by aligning the interests of our executive officers with those of our shareowners and contribute to the long-term success and stability of our business. Please see “CD&A—Summary of Compensation Policy and Plan Changes During 2013” beginning on page 32 for a description of the additional changes that have been made.

As an advisory vote, the results of this vote will not be binding on the Board or the company. The Board, however, values the opinions of our shareowners and will consider the outcome of the vote when making future decisions on the compensation of our named executive officers and our executive compensation program.

The Board of Directors recommends approval of the following resolution:

RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.

Your Board of Directors recommends

that you vote FOR Proposal 2.

80 PPL Corporation 2014 Proxy Statement

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fees to Independent Auditor for 2013 and 2012

For the fiscal years ended December 31, 2013 and 2012, Ernst & Young LLP, or E&Y, served as our principal independent registered public accounting firm, or “principal independent auditor.” The following table presents fees billed, including expenses, by E&Y for the fiscal years ended December 31, 2013 and 2012, for professional services rendered for the audit of our company’s annual financial statements and for fees billed for other services rendered.


	2013		2012
	(In thousands)
Audit fees^(a)	$	7,855	$	8,948
Audit-related fees^(b)		618		218
Tax fees^(c)		397		958
All other fees^(d)		10		13

^(a)

Includes estimated fees for audit of annual financial statements and review of financial statements included in our company’s Quarterly Reports on Form 10-Q and services in connection with statutory and regulatory filings or engagements including comfort letters and consents for financings and filings made with the SEC.

^(b)

Includes review of internal controls and performance of specific agreed-upon procedures in 2013 and 2012. Also includes procedures relating to the Regulatory Business Plan and an accountants report for our U.K. utility subsidiaries relating to a research project.

^(c)

Includes fees for tax advice in connection with the April 1, 2011 acquisition of Central Networks East plc and Central Networks Limited by our U.K. subsidiaries. Also includes tax advice in connection with capitalization regulations, a tax basis and earnings and profit study, the funding of the Western Power Utilities Pension Scheme, a transmission and distribution study, consultation and analysis related to investment tax credits and related capital expenditures on certain hydroelectric plant upgrades and consultation on various other tax matters.

^(d)

Fees relating to LKE integration activities and access to an E&Y online accounting research tool.

Approval of Fees. The Audit Committee has procedures for pre-approving audit and non-audit services to be provided by the independent auditor. These procedures are designed to ensure the continued independence of the independent auditor. More specifically, the use of the independent auditor to perform either audit or non-audit services is prohibited unless specifically approved in advance by the Audit Committee of PPL. As a result of this approval process, the Audit Committee of PPL has pre-approved specific categories of services and authorization levels. All services outside of the specified categories and all amounts exceeding the authorization levels are approved by the Chair of the Audit Committee of PPL, who serves as the Committee designee to review and approve audit and non-audit services during the year. A listing of the approved audit and non-audit services is reviewed with the full Audit Committee of PPL no later than its next meeting.

The Audit Committee of PPL approved 100% of the 2013 and 2012 services provided by E&Y.

* * * * * *

Representatives of E&Y are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

PPL Corporation 2014 Proxy Statement 81

The Board of Directors has determined that it would be desirable to request an expression of opinion from the shareowners on the appointment of E&Y. If the shareowners do not ratify the selection of E&Y, the selection of the principal independent auditor will be reconsidered by the Audit Committee.

The Board of Directors

recommends that shareowners vote FOR Proposal 3

SHAREOWNER PROPOSALS

We have been notified that two shareowners intend to present proposals for consideration at the Annual Meeting. The shareowner proposals and supporting statements appear below, under Proposals 4 and 5, and we present the proposals as they were submitted to us. We recommend that you vote against the two shareowner proposals. Our responses are included immediately after each proposal.

The first shareowner proposal is submitted by the Office of the Comptroller of New York City, as the custodian and trustee of the New York City Employees’ Retirement System, the New York City Fire Department Pension Fund, the New York City Teachers’ Retirement System and the New York City Police Pension Fund, and custodian of the New York City Board of Education Retirement System (collectively, the “New York City Funds”), which beneficially owned an aggregate of 2,148,733 shares of the company’s common stock as of November 20, 2013, the date of the proposal. The New York City Funds’ request was submitted by John C. Liu, Comptroller, City of New York, One Centre Street, Room 629, New York, New York 10007-2341, on behalf of the Boards of Trustees of the New York City Funds. The following proposal and supporting statement were submitted by the New York City Funds.

PROPOSAL 4: REQUEST FOR POLITICAL SPENDING REPORT

“Resolved, that the shareholders of PPL Corporation (“PPL” or “Company”) hereby request that the Company provide a report, updated semiannually, disclosing the Company’s:

1. Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.

2. Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:

The identity of the recipient as well as the amount paid to each; and

The title(s) of the person(s) in the Company responsible for decision-making.

“The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website.

“Stockholder Supporting Statement

“Long-term shareholders of PPL support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations; independent expenditures; or electioneering communications on behalf of federal, state or local candidates.

82 PPL Corporation 2014 Proxy Statement

“The Supreme Court said in its Citizens United decision: “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability may expose the company to reputational and business risks that could threaten long-term shareholder value.

“We acknowledge that our Company now offers a brief policy on political spending on its website, saying that it does not give directly to candidates and parties. It also offers disclosure of annual aggregate payment to trade associations. We believe this is inadequate since it leaves out political spending on ballot measures, 527 organizations, and 501(c)(4) groups, and details on which trade association received how much.

“Meanwhile, publicly available records show that PPL contributed at least $1.71 million in corporate funds since the 2002 election cycle. (CQ: http://moneyline.cq.com and National Institute on Money in State Politics: http://www.followthemoney.org). In addition, our Company once again ranked near the bottom of the CPA-Zicklin Index of Corporate Political and Accountability and Disclosure, which benchmarked the top 200 companies in the S&P 500, with a score of just 31.4 out of 100 points in 2013.

“Relying on publicly available data does not provide a complete picture of the Company’s political spending. The proposal asks the Company to disclose all of its political spending. This would bring our Company in line with a growing number of leading companies, including Noble Energy, Exelon, and PG&E, that support political accountability and present this information on their websites.

“The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.”

PPL’S STATEMENT IN RESPONSE

The Board of Directors has considered this proposal and concluded that its adoption would not be in the best interests of our shareowners.

The Board believes it is in the best interests of our shareowners for PPL Corporation to be an effective participant in the political process. Laws and policies enacted at the federal and state levels can have a significant impact on the company and our customers, employees and shareowners. PPL actively encourages public policy that furthers our ability to provide reliable, competitively priced electricity and gas to our customers and to function efficiently, safely and economically. Our active participation in the public policy arena is appropriate to ensure that public officials are informed about key issues that affect the interests of our customers, employees, shareowners and the communities we serve.

PPL takes very seriously the need to conduct all aspects of our business in compliance with all applicable laws and regulations as well as the company’s values. The Board believes that adoption of this resolution is unnecessary. PPL reports all corporate lobbying-related activities and expenditures to appropriate state and federal agencies. Information on PPL’s current lobbying activities can be found in lobbying reports filed with various state and federal agencies, available through links in our Public Policy Engagement statement, which is available on the PPL Corporation website at (http://www.pplweb.com/about-us/how-we-operate/public-policy-engagement.aspx).

Trade Associations. PPL belongs to various trade associations that engage generally in education and advocacy efforts on a number of industry issues. For example, PPL is a member of the Edison Electric Institute, the Nuclear Energy Institute, the Electric Power Supply Association, the COMPETE Coalition, the PJM Power Providers Group (P3), the Campaign for Home Energy Assistance, as well as several state-level trade associations.

PPL Corporation 2014 Proxy Statement 83

PPL reports dues or payments to trade associations not deductible under Section 162(e)(1) of the Internal Revenue Code in its lobbying filings, as required by state and federal laws. In 2013, the amount of contributions reported totaled $668,200.

Political Action Committees (PACs). PPL Corporation and its affiliates are prohibited from making contributions to candidates and political parties, including in-kind contributions, under federal law and under the laws of various states. Specifically, the laws of the following states in which PPL has operations, namely: Pennsylvania, Kentucky, Montana and New Jersey, prohibit such contributions. Even in those states where corporate contributions are allowed, it is not our practice to use corporate dollars to support candidates or political parties. Additionally, PPL Corporation does not currently make independent political expenditures in connection with campaigns or to influence ballot measures. PPL’s Standards of Integrity further sets forth policies and guidelines related to political contributions.

PPL has established federal and state PACs through which employees may participate in the political process. People for Good Government (PGG) and the LG&E-KU Political Awareness and Civil Education Committee (PACE) are PACs that encourage active interest and participation in the political process by employees, retirees and shareowners. These nonpartisan, voluntary PACs are organized and operate separately from PPL Corporation, as required by law. They are guided by steering committees and allocations committees made up of employees from across the company. The political contributions made by these PACs are funded entirely by the voluntary contributions of our employees and no corporate funds are used.

PGG and PACE report all PAC contributions in campaign finance reports filed with various federal and state election commissions, as more fully described in our Public Policy Engagement statement, which is now available on the PPL Corporation website at (http://www.pplweb.com/about-us/how-we-operate/public-policy-engagement.aspx). Contributions to candidates and political parties in Maryland and Montana are made from the federal PGG account, and therefore, are included in the federal filings.

* * *

The Board believes that the expanded disclosure requested in this proposal could place the company at a competitive disadvantage by revealing its strategies and priorities. Because parties with interests adverse to the company also participate in the political process to their business advantage, any unilateral expanded disclosure could benefit those parties while harming the interests of PPL and our shareowners. The Board believes that any reporting requirements that go beyond those required under existing law should be applicable to all participants in the process, rather than PPL alone (as the proponent requests).

In short, we believe that this proposal is duplicative and unnecessary, as a comprehensive system of reporting and accountability for political contributions already exists. If adopted, the proposal would apply only to PPL and to no other company and would cause PPL to incur undue cost and administrative burden, as well as competitive harm, without commensurate benefit to our shareowners. Accordingly, we recommend that you vote against this proposal.

Your Board of Directors recommends that

You vote AGAINST Proposal 4

The second shareowner proposal is submitted by William Steiner, 112 Abbottsford Gate, Piermont, NY 10968, who has advised the company that his proxy, John Chevedden or his designee, plans to introduce the following resolution at the Annual Meeting. We have been notified that Mr. Steiner is the beneficial owner of no less than 500 shares of the company’s common stock.

84 PPL Corporation 2014 Proxy Statement

PROPOSAL 5: SPECIAL SHAREOWNER MEETINGS

“Resolved, Shareowners ask our board to take the steps necessary unilaterally (to the fullest extent permitted by law) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 15% of our outstanding common the power to call a special shareowner meeting or the most favorable percentage for shareholders above 15% according to state law.

“This includes that such bylaw and/or charter text will not have an exclusionary or prohibitive language in regard to calling a special meeting that apply only to shareowners but not to management and/or the board (to the fullest extent permitted by law). This proposal does not impact our board’s current power to call a special meeting.

“Special meetings allow shareowners to vote on important matters, such as electing new directors that can arise between annual meetings. Shareowner input on the timing of shareowner meetings is especially important when events unfold quickly and issues may become moot by the next annual meeting. This proposal topic won more than 70% support at Edwards Lifesciences and SunEdison in 2013.

“This proposal should also be more favorably evaluated due to our Company’s clearly improvable corporate governance and environmental performance as reported in 2013:

“GMI Ratings, an independent investment research firm, gave PPL’s accounting a D. PPL had forensic accounting ratios related to revenue recognition that had extreme values either relative to industry peers or to PPL’s own history. In regard to executive pay there was $11 million for William Spence. PPL’s executive retirement plan for top executives gave additional years beyond the actual years of service.

“In regard to our board of directors Craig Rogerson was negatively flagged by GMI because of his service on the Chemtura Corporation board when it filed for bankruptcy. Philip Cox and Stuart Graham were over-committed by serving on the boards of 4 or 5 companies each. Frederick Bernthal and Stuart Heydt had 16 and 22 years long-tenure respectively which negatively impacts director independence. Craig Rogerson and John Conway were both CEOs on our unusual combined executive pay and nomination committee.

“PPL was incorporated in Pennsylvania which favors management rights and provides shareholders with a poor level of control. PPL had not identified specific environmental impact reduction targets.

“Returning to the core topic of this proposal from the context of our clearly improvable corporate governance, please vote to protect shareholder value:

Special Shareowner Meetings – Proposal 5”

PPL’S STATEMENT IN RESPONSE

Your Board of Directors opposes this proposal for the following reasons:

The shareowner proposal requests that your Board of Directors take the steps necessary to amend PPL’s governing documents to allow holders of 15% of PPL’s outstanding common stock the power to call a special shareowner meeting. Your Board of Directors carefully considered this issue and the arguments for and against the proposal. Based on this analysis, your Board of Directors concluded that modifying our governing documents to permit a relatively small minority of shareowners to call special meetings is unnecessary and could result in a counterproductive use of PPL’s resources, to the detriment of shareowner value.

PPL Corporation 2014 Proxy Statement 85

Your Board is committed to providing our shareowners with an effective means of making their voices heard in the governance of PPL and ensuring that their interests are at all times protected. We believe that the interests of our shareowner base as a whole are best served by adopting procedures that allow shareowners to exercise their rights in an efficient and orderly manner, without causing an undue burden on the operations and management of PPL.

Calling special meetings of shareowners is not a matter to be taken lightly, and special meetings of shareowners should be extraordinary events that occur only when fiduciary obligations or strategic concerns require that the matters to be addressed cannot wait until the next annual meeting. PPL’s bylaws provide for a special meeting to be called at any time by the Chairman of the Board or by resolution of your Board of Directors. This provision allows the Board to exercise its seasoned business judgment and consider the interests of all of our shareowners, consistent with fiduciary duties to the company and our shareowners, in determining when it is in the best interest of all of our shareowners to convene a special meeting. This mechanism effectively safeguards the broader interests of all of our shareowners and the company.

Additionally, under Pennsylvania law and the rules of the NYSE, we are required to obtain shareowner approval for many key corporate actions, such as amendments to your company’s articles of incorporation, mergers and consolidations, increases in the number of authorized shares and the adoption of equity-based compensation plans. None of these actions require approval by more than a majority of the outstanding shares, and most require approval by only a simple majority of the shareowners voting.

Moreover, the governing documents of PPL include a number of procedures by which shareowners may participate on a regular, annual basis in the governance of PPL. Each of our directors serves a one-year term, stands for re-election each year and is elected by a majority of the votes cast by shareowners in uncontested elections. Furthermore, our bylaws provide a process by which shareowners may nominate directors to our board or submit proposals to be voted on at our annual meetings. Shareowners also have the ability to communicate concerns to the Board outside of the framework of the annual meeting. See “Communications with the Board” on page 16. We believe these avenues of participation in the governance of PPL provide an effective voice for shareowners in an efficient and cost-effective manner.

Your Board also considered that, for a company with as many shareowners as PPL, a special meeting of shareowners is both expensive and time-consuming. PPL must prepare the required disclosure documents and distribute the information to all shareowners. In addition, your Board of Directors and members of senior management must dedicate a significant amount of time to prepare for and conduct the meeting — time that would otherwise be spent in the operation of our business. Because of the substantial costs to all of our shareowners and in light of the above-referenced safeguards already in place to ensure shareowner’s views are heard, we believe special meetings should be called only when the interests of a substantial number of shareowners are implicated. Finally, the proposal includes no limit on the number of special meetings such a small minority of shareowners could call, which could significantly distract management and disrupt the conduct of our business.

Your Board of Directors recommends that

you vote AGAINST Proposal 5

86 PPL Corporation 2014 Proxy Statement

Shareowner Inquiries:

Wells Fargo Bank, N.A.

Shareowner Services

1110 Centre Point Curve, Suite 101

Mendota Heights, MN 55120

Toll Free: 1-800-345-3085

Outside U.S.: 651-453-2129

shareowneronline.com

Online Account Access: Registered shareowners can activate their account for online access by visiting shareowneronline.com.

For questions about PPL Corporation or its subsidiaries:

Manager — PPL Investor Services

Two North Ninth Street (GENTW13)

Allentown, PA 18101

Fax: 610-774-5106

Via e-mail: invserv@pplweb.com

PPL Corporate Offices: 610-774-5151

PPL, PPL Energy Supply, LLC, PPL Electric Utilities Corporation, LG&E and KU Energy LLC, Louisville Gas and Electric Company and Kentucky Utilities Company file a joint Form 10-K Report with the Securities and Exchange Commission. The Form 10-K Report for 2013 is available without charge by writing to the PPL Investor Services Department at the address printed above, by calling 1-800-345-3085, or by accessing it through the Investor Center page of PPL’s Internet website identified below.

Whether you plan to attend the Annual Meeting or not, you may vote over the Internet, by telephone or by returning your proxy. To ensure proper representation of your shares at the Annual Meeting, please follow the instructions at the website address in the Notice or follow the instructions that you will be given after dialing the toll-free number on your proxy. If you receive printed copies of the proxy materials, you may also mark, date, sign and mail the accompanying proxy as soon as possible. An envelope, which requires no postage if mailed in the United States, is included for your convenience if you receive printed copies of the proxy materials.

For the latest information on PPL Corporation,

visit our location on the Internet at

http://www.pplweb.com



	Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945

Address Change? Mark box, sign, and indicate changes below: ¨
		TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD.

The Board of Directors Recommends a Vote FOR Items 1, 2 and 3.

1. Election of directors:

FOR

AGAINST

ABSTAIN

FOR

AGAINST

ABSTAIN

Frederick M. Bernthal

Stuart Heydt

John W. Conway

Raja Rajamannar

Philip G. Cox

Craig A. Rogerson

Please fold here – Do not separate

Steven G. Elliott

William H. Spence

Louise K. Goeser

Natica von Althann

Stuart E. Graham

Keith H. Williamson

2. Advisory vote to approve named executive officer compensation

For

Against

Abstain

3. Ratification of the appointment of Independent Registered Public Accounting Firm

For

Against

Abstain

The Board of Directors Recommends a Vote AGAINST Items 4 and 5.

4. Shareowner Proposal — Request for Political Spending Report

For

Against

Abstain

5. Shareowner Proposal — Special Shareowner Meetings

For

Against

Abstain

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS.


Date
				Signature(s) in Box
				Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.

PPL CORPORATION

ANNUAL MEETING OF SHAREOWNERS

WEDNESDAY, MAY 21, 2014

2 P.M. LOCAL TIME

RADISSON BLU HOTEL

HERALD WAY

PEGASUS BUSINESS PARK

EAST MIDLANDS AIRPORT

DERBY, ENGLAND

UNITED KINGDOM DE74 2TZ


		PPL Corporation Two North Ninth Street Allentown, PA 18101

				proxy

This proxy is solicited by the Board of Directors for use at the Annual Meeting on May 21, 2014.

William H. Spence and Robert J. Grey, and each of them, are hereby appointed proxies, with the power of substitution, to vote the shares of the undersigned, as directed on the reverse side of this proxy, at the Annual Meeting of Shareowners of PPL Corporation to be held on May 21, 2014, and any adjournments or postponements thereof, and in their discretion to vote and act upon any other matters as may properly come before said meeting and any adjournments or postponements thereof.

The shares of stock you hold in your account or in a dividend reinvestment account will be voted as you specify on the reverse side.

If no choice is specified, the proxy will be voted “FOR” Items 1, 2 and 3, and “AGAINST” Items 4 and 5.

By signing the proxy, you revoke all prior proxies and appoint William H. Spence and Robert J. Grey, and each of them, with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may properly come before the Annual Meeting and all adjournments or postponements thereof.

Vote by Internet, Telephone or Mail

24 Hours a Day, 7 Days a Week

Your Telephone or Internet vote authorizes the named proxies to vote your shares

in the same manner as if you marked, signed and returned your proxy card.



INTERNET	PHONE	MAIL Mark, sign and date your proxy card
www.proxypush.com/ppl	1-866-883-3382	MAIL Mark, sign and date your proxy card
Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 11:59 p.m. (CDT) on May 20, 2014.	Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 11:59 p.m. (CDT) on May 20, 2014.	and return it in the postage-paid envelope we’ve provided or return it to PPL Corporation, c/o Shareowner Services, P.O. Box 64873, St. Paul, MN 55164-0873. We must receive your mailed proxy card no later than 11:59 p.m. (CDT) on May 20, 2014 in order for your vote to be counted.

If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.



	Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945

Address Change? Mark box, sign, and indicate changes below: ¨
		TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS BALLOT CARD.

The Board of Directors Recommends a Vote FOR Items 1, 2 and 3.

1. Election of directors:

FOR

AGAINST

ABSTAIN

FOR

AGAINST

ABSTAIN

Frederick M. Bernthal

Stuart Heydt

John W. Conway

Raja Rajamannar

Philip G. Cox

Craig A. Rogerson

LOGO Please fold here – Do not separate

Steven G. Elliott

William H. Spence

Louise K. Goeser

Natica von Althann

Stuart E. Graham

Keith H. Williamson

2. Advisory vote to approve named executive officer compensation

For

Against

Abstain

3. Ratification of the appointment of Independent Registered Public Accounting Firm

For

Against

Abstain

The Board of Directors Recommends a Vote AGAINST Items 4 and 5.

4. Shareowner Proposal — Request for Political Spending Report

For

Against

Abstain

5. Shareowner Proposal — Special Shareowner Meetings

For

Against

Abstain


Date
				Signature(s) in Box
				Please sign exactly as your name(s) appears on ballot. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the ballot.

PPL CORPORATION

ANNUAL MEETING OF SHAREOWNERS

WEDNESDAY, MAY 21, 2014

2 P.M. LOCAL TIME

RADISSON BLU HOTEL

HERALD WAY

PEGASUS BUSINESS PARK

EAST MIDLANDS AIRPORT

DERBY, ENGLAND

UNITED KINGDOM DE74 2TZ

PPL Corporation

Employee Stock Ownership Plan (ESOP)

Confidential Ballot

This is a ballot for voting your shares of PPL Corporation Common Stock held in the ESOP. Please complete the ballot card and return in the envelope provided or vote by telephone or the Internet. Fidelity Investments, as Trustee of the ESOP, will vote shares held in your ESOP Account as directed on the ballot at the Annual Meeting of Shareowners of PPL Corporation to be held on May 21, 2014.

If you do not return your ballot card, or return it unsigned, or do not vote by telephone or Internet, the ESOP provides that the Trustee will vote your shares in the same percentage as shares held by participants for which the Trustee has received timely voting instructions.

Please review the information carefully and indicate how you wish your shares to be voted at the Annual Meeting. Mark, sign, date and use the return envelope for mailing your ballot (if you do not vote by telephone or Internet) to Fidelity Investments’ agent for tabulation. Timely receipt of your instructions on a signed ballot card or by telephone or Internet is extremely important.

This ballot, if sent by mail, must be received by 11:59 p.m. (CDT) on May 18, 2014 in order for your vote to be counted. If you wish to vote by telephone or on the Internet, please follow the instructions below.

Vote by Internet, Telephone or Mail

24 Hours a Day, 7 Days a Week

Your Telephone or Internet vote authorizes the ESOP Trustee to vote your shares

in the same manner as if you marked, signed and returned your ballot card.



INTERNET	PHONE	MAIL Mark, sign and date your ballot card
www.proxypush.com/ppl	1-866-883-3382	MAIL Mark, sign and date your ballot card
Use the Internet to vote your ballot 24 hours a day, 7 days a week, until 11:59 p.m. (CDT) on May 18, 2014.	Use any touch-tone telephone to vote your ballot 24 hours a day, 7 days a week, until 11:59 p.m. (CDT) on May 18, 2014.	and return it in the postage-paid envelope we’ve provided or return it to PPL Corporation, c/o Shareowner Services, P.O. Box 64873, St. Paul, MN 55164-0873. We must receive your mailed ballot card no later than 11:59 p.m. (CDT) on May 18, 2014 in order for your vote to be counted.

If you vote your ballot by Internet or by Telephone, you do NOT need to mail back your Ballot Card.