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

☒

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))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240, Rule 14a-12

Targa Resources Corp.

(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):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b)

per Exchange Act Rules

14a-6(i)(1)

and

0-11

TARGA RESOURCES CORP.

811 Louisiana Street | Suite 2100 | Houston, Texas 77002

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Targa Resources Corp.:

Notice is hereby given that the Annual Meeting of Stockholders of Targa Resources Corp. (the “Company” or “Targa”) will be held at 811 Louisiana Street, Suite 2100, Houston, TX 77002 on May 16, 2024, at 8:00 a.m. Central Time (the “Annual Meeting”). The Annual Meeting is being held for the following purposes:

To elect the three Class II Directors named in this proxy statement, each to serve until the 2027 annual meeting of stockholders (Proposal One).

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2024 (Proposal Two).

To approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2023 (Proposal Three).

To transact such other business as may properly come before the Annual Meeting.

These proposals are described in the accompanying proxy materials. You will be able to vote at the Annual Meeting only if you were a stockholder of record at the close of business on March 19, 2024.

YOUR VOTE IS IMPORTANT

Please vote over the internet at www.AALVote.com/TRGP or by phone at 1-866-804-9616 promptly so that your shares may be voted in accordance with your wishes and so we may have a quorum at the Annual Meeting. Alternatively, if you did not receive a paper copy of the proxy materials (which includes the proxy card), you may request a paper proxy card, which you may complete, sign and return by mail.


		By Order of the Board of Directors,

		Gerald R. Shrader		Houston, Texas
		SECRETARY		March 21, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 16, 2024:

OUR PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS AND OUR ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT HTTP://WWW.VIEWPROXY.COM/TARGA/2024.

TABLE OF CONTENTS


PROXY STATEMENT 2024 ANNUAL MEETING OF STOCKHOLDERS			3

QUORUM AND VOTING			5

BUSINESS OVERVIEW			7

SUSTAINABILITY AT TARGA			8

PROPOSAL ONE ELECTION OF DIRECTORS			10

DIRECTORS AND EXECUTIVE OFFICERS			11

MEETINGS AND COMMITTEES OF DIRECTORS			18

CORPORATE GOVERNANCE			21

COMPENSATION DISCUSSION AND ANALYSIS			27

2023 EXECUTIVE COMPENSATION PROGRAM SNAPSHOT			30

OUR DECISION MAKING PROCESS			33

2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL			34

OTHER EXECUTIVE COMPENSATION PRACTICES AND POLICIES			42

EXECUTIVE COMPENSATION			45

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			60

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			62

TRANSACTIONS WITH RELATED PERSONS			63

PROPOSAL TWO RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS			66

PROPOSAL THREE ADVISORY VOTE ON EXECUTIVE COMPENSATION			68

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS; IDENTIFICATION OF DIRECTOR CANDIDATES			70

SOLICITATION OF PROXIES			72

STOCKHOLDER LIST			72

PROXY MATERIALS, ANNUAL REPORT AND OTHER INFORMATION			73

INTERNET AND PHONE VOTING			74

APPENDIX A			75

TARGA RESOURCES CORP. (the “Company”)

811 Louisiana Street | Suite 2100 | Houston, Texas 77002

PROXY STATEMENT

2024 ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors of the Company (the “Board of Directors” or “Board”) is providing the information in this proxy statement to you in connection with the solicitation of proxies for the matters to be voted on at the Annual Meeting of Stockholders (the “Annual Meeting”) that will be held May 16, 2024, at 8:00 a.m. Central Time, at 811 Louisiana Street, Suite 2100, Houston, TX 77002. By submitting your proxy card, you authorize the persons named on the proxy card to represent you and vote your shares at the Annual Meeting. Those persons will also be authorized to vote your shares to adjourn the Annual Meeting from time to time and to vote your shares at any adjournments or postponements of the Annual Meeting.

We encourage you to vote your shares prior to the Annual Meeting. If you attend the Annual Meeting, you may vote in person. Only stockholders of the Company (or their authorized representatives) and the Company’s invited guests may attend the Annual Meeting. All attendees should be prepared to present government-issued photo identification (such as a driver’s license or passport) for admittance. If you are not present at the Annual Meeting, your shares may be voted only by a person to whom you have given a proper proxy. You may revoke your proxy in writing at any time before it is exercised at the Annual Meeting by delivering to the Secretary of the Company a written notice of the revocation, by submitting your vote electronically through the internet or by phone after the grant of your proxy, or by signing and delivering to the Secretary of the Company a proxy card with a later date. Your attendance at the Annual Meeting will not revoke your proxy unless you give written notice of revocation to the Secretary of the Company before your proxy is exercised or unless you vote your shares in person at the Annual Meeting.

Electronic Availability of Proxy Statement and Annual Report

As permitted under the rules of the Securities and Exchange Commission (the “SEC”), the Company is making this proxy statement and its Annual Report on Form 10-K available to its stockholders electronically via the internet. The Company is sending on or about March 21, 2024, a Notice Regarding the Availability of Proxy Materials (the “Notice”) to its stockholders of record as of the close of business on March 19, 2024, which Notice will include (i) instructions on how to access the Company’s proxy materials electronically, (ii) the date, time and location of the Annual Meeting, (iii) a description of the matters intended to be acted upon at the Annual Meeting, (iv) a list of the materials being made available electronically, (v) instructions on how a stockholder can request to receive paper or e-mail copies of the Company’s proxy materials, (vi) any control/identification numbers that a stockholder needs to access his or her proxy card and instructions on how to access the proxy card, and (vii) information about attending the Annual Meeting and voting in person.

Stockholders of Record and Beneficial Owners

Most of the Company’s stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholders of Record. If your shares are registered directly in your name with the Company’s transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice is being sent directly to you by our agent. As a stockholder of record, you have the right to vote by proxy or to vote in person at the Annual Meeting. If you received a paper copy of the proxy materials by mail instead of the Notice, the proxy materials include a proxy card for the Annual Meeting.

Beneficial Owners. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice will be forwarded to you by your bank, broker or nominee. The bank, broker or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker how to vote. Beneficial owners that receive the Notice by mail from the stockholder of record should follow the instructions included in the Notice to


Targa Resources Corp. \| Proxy Statement \| 2 0 2 4 A N N U A L M E E T I N G O F S T O C K H O L D E R S		3

view the proxy statement and transmit voting instructions. If you received a paper copy of the proxy materials by mail instead of the Notice, the proxy materials include a voting instruction card for the Annual Meeting. To vote electronically over the internet or by telephone, you should follow the instructions provided to you by your bank, broker or other nominee.

If you are a beneficial owner and want to vote your shares at the Annual Meeting, you will need to ask your bank, broker or other nominee to furnish you with a legal proxy. You will not be able to vote your shares at the Annual Meeting without a legal proxy provided by your bank, broker or other nominee.

If you are a beneficial owner, you must follow the instructions provided to you by your bank, broker or other nominee to revoke prior voting instructions. Your attendance at the Annual Meeting will not revoke your vote unless you obtain a legal proxy from your bank, broker or other nominee and you vote your shares in person at the Annual Meeting.


Targa Resources Corp. \| Proxy Statement \| 2 0 2 4 A N N U A L M E E T I N G O F S T O C K H O L D E R S		4

QUORUM AND VOTING

Voting Stock. The Company’s common stock, par value $0.001 per share (“common stock”), is the only class of securities that entitles holders to vote generally at meetings of the Company’s stockholders. Each share of common stock outstanding on the record date is entitled to one vote. Following the Annual Meeting, voting results will be tabulated and certified by the inspector of elections appointed by the Board and timely announced by the Company.

Record Date. The record date for stockholders entitled to notice of and to vote at the Annual Meeting will be the close of business on March 19, 2024. As of the record date, there were a total of 222,535,258 shares of common stock outstanding and entitled to be voted at the Annual Meeting.

Quorum and Adjournments. The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote generally in the election of directors at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting.

If a quorum is not present, a majority of the stockholders who are present in person or by proxy at the Annual Meeting have the power to adjourn the Annual Meeting from time to time, without notice other than as required by applicable law, until a quorum is present. At any adjourned Annual Meeting at which a quorum is present, any business may be transacted that might have been transacted at the Annual Meeting as originally notified.

Vote Required. The votes required to pass each proposal is as follows:


Proposal	Required Vote for Approval	Broker Discretionary Voting and Impact of Broker Non-Votes	Impact of Abstentions
ONE (Election of Directors)	The affirmative vote of a majority of the votes cast by the holders of shares entitled to vote with respect to that director’s election (meaning that the number of the votes cast “for” a director’s election must exceed the number of the votes cast “against” that director’s election).	Brokers do not have discretionary authority to vote on this proposal. Broker non-votes are not considered votes cast and do not affect the outcome.	Abstentions are not considered votes cast and do not affect the outcome.
TWO (Ratification of the Selection of Independent Auditors)	The affirmative vote of a majority of the shares present and entitled to vote on the matter.	Brokers have discretionary authority in the absence of timely instructions from their customers to vote on this proposal. As a result, there will be no broker non-votes with respect to this proposal.	Abstentions are treated as present and entitled to vote on the matter and will have the same effect as a vote against this proposal.
THREE (Advisory Vote to Approve the Compensation of Named Executive Officers)	The affirmative vote of a majority of the shares present and entitled to vote on the matter. This advisory vote is not binding on the Company, the Compensation Committee or the Board. However, the Compensation Committee and the Board will take into account the result of the vote when determining future executive compensation programs.	Brokers do not have discretionary authority to vote on this proposal. Broker non-votes are not entitled to vote and do not affect the outcome.	Abstentions are treated as present and entitled to vote on the matter and will have the same effect as a vote against this proposal.


Targa Resources Corp. \| Proxy Statement \| 2 0 2 4 A N N U A L M E E T I N G O F S T O C K H O L D E R S		5

If your shares of common stock are held in the name of a bank, broker or other holder of record, you will receive instructions from that holder of record that you must follow in order for your shares to be voted at the Annual Meeting. Brokers who hold shares in street name for customers are required to vote shares in accordance with instructions received from the beneficial owners.

Default Voting. A proxy card that is properly completed and submitted will be voted at the Annual Meeting in accordance with the instructions on the proxy card. If you properly complete and submit a proxy card, but do not indicate any contrary voting instructions, your shares will be voted consistent with the Board of Directors’ recommendation as follows:

∎

FOR the election of the three persons named in this proxy statement as the Board of Directors’ nominees for election as Class II Directors, each to serve until the 2027 annual meeting of stockholders (Proposal One).

∎

FOR the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2024 (Proposal Two).

∎

FOR the approval, on an advisory basis, of the compensation of our named executive officers for the fiscal year ended December 31, 2023, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC (Proposal Three).

If any other business properly comes before the stockholders for a vote at the meeting, your shares will be voted in accordance with the discretion of the holders of your proxy. The Board of Directors knows of no matters, other than those previously stated, to be presented for consideration at the Annual Meeting.


Targa Resources Corp. \| Proxy Statement \| 2 0 2 4 A N N U A L M E E T I N G O F S T O C K H O L D E R S		6

BUSINESS OVERVIEW

Targa (NYSE: TRGP) is a publicly traded Delaware corporation formed in October 2005. Targa is a leading provider of midstream services and is one of the largest independent midstream infrastructure companies in North America. We own, operate, acquire, and develop a diversified portfolio of complementary domestic midstream infrastructure assets.

Our Operations

We are engaged primarily in the business of:

∎

gathering, compressing, treating, processing, transporting, and purchasing and selling natural gas;

∎

transporting, storing, fractionating, treating, and purchasing and selling natural gas liquids (“NGLs”) and NGL products, including services to LPG exporters; and

∎

gathering, storing, terminaling, and purchasing and selling crude oil.

To provide these services, we operate in two primary segments: (i) Gathering and Processing, and (ii) Logistics and Transportation (also referred to as the Downstream Business).

Our Gathering and Processing segment includes assets used in the gathering and/or purchase and sale of natural gas produced from oil and gas wells, removing impurities and processing this raw natural gas into merchantable natural gas by extracting NGLs; and assets used for the gathering and terminaling and/or purchase and sale of crude oil. The Gathering and Processing segment’s assets are located in the Permian Basin of West Texas and Southeast New Mexico (including the Midland, Central and Delaware Basins); the Eagle Ford Shale in South Texas; the Barnett Shale in North Texas; the Anadarko, Ardmore, and Arkoma Basins in Oklahoma (including the SCOOP and STACK) and South Central Kansas; the Williston Basin in North Dakota (including the Bakken and Three Forks plays); and the onshore and near offshore regions of the Louisiana Gulf Coast and the Gulf of Mexico.

Our Logistics and Transportation segment includes the activities and assets necessary to convert mixed NGLs into NGL products and also includes other assets and value-added services such as transporting, storing, fractionating, terminaling, and marketing of NGLs and NGL products, including services to LPG exporters and certain natural gas supply and marketing activities in support of our other businesses. The Logistics and Transportation segment also includes the Grand Prix NGL Pipeline, which connects our gathering and processing positions in the Permian Basin, Southern Oklahoma and North Texas with our Downstream facilities in Mont Belvieu, Texas. Our Downstream facilities are located predominantly in Mont Belvieu and Galena Park, Texas, and in Lake Charles, Louisiana.


Targa Resources Corp. \| Proxy Statement \| 2 0 2 4 A N N U A L M E E T I N G O F S T O C K H O L D E R S		7

SUSTAINABILITY AT TARGA

LOGO

Targa Resources Corp. is one of the largest independent midstream infrastructure companies in North America. As a predominately natural gas and NGLs focused energy infrastructure company, we are committed to maintaining our reputation as a responsible and reliable operator of critical energy infrastructure.

We strive to safely and reliably operate a strong and diversified portfolio of gathering, processing, logistics, and transportation assets. Our assets connect natural gas and NGLs to domestic and international markets as part of an integrated energy value chain that is designed to deliver affordable and reliable energy for everything from electricity, dependable home heating and cooling, transportation fuel, and products that touch lives every day.

Targa’s products help to provide necessary, affordable, reliable, and dependable sources of energy and feedstocks that meet the world’s growing energy demand. We believe that, for many in the world today, natural gas and NGLs help provide critical access to the infrastructure, employment, clean water and food, education, and healthcare that all people deserve. Our mission is to safely deliver energy, including to energy-poor areas of the world, in a more environmentally responsible way, caring for and being stewards of the environment.

As part of our Board of Directors’ continued commitment to sustainability, our Sustainability Committee oversees environmental, social, and sustainability matters, including governance in relation to such matters. One of the committee’s purposes is to oversee management’s process for establishing and implementing a strategy to integrate sustainability into various business activities of the Company, with the goal of creating long-term stakeholder benefits. The full Board of Directors also reviews the Company’s progress at each quarterly board meeting. Our CEO and Executive Management team, including our Senior Vice President of Sustainability, oversee the development, implementation, and reporting of our environmental, social, and governance (“ESG”) practices, and facilitate our enterprise risk management (“ERM”) process with participation and oversight from the Board of Directors.

Our Performance

We continue to engage with our stakeholders regarding our ESG efforts, and are proud of the progress we have made.

First, across multiple safety metrics, Targa continues to achieve our best safety performance in years, due in large part to multiyear investment in and implementation of standardized processes and digital systems, training programs, and proactive work practices. In 2022, we achieved a 26% reduction in Total Recordable Incident Rate compared to 2021, completed more than 44,000 total safety and environmental training hours, and conducted 69 formal safety audits and investigations. We strive to make safety part of everything we do and who we are as a company; for example, although we recently acquired two new businesses, we still improved our overall safety record.

Additionally, Targa continues efforts to demonstrate on-going commitment to and leadership in methane management and limiting methane loss in our systems, which includes:

∎

Committing to reduce our methane intensity to 0.08% for our gathering and boosting segment and to 0.11% for our processing segment by 2025 as part of our membership in Our Nation’s Energy Future (ONE Future), a goal we are already well on our way to meeting with a total company methane intensity performance of 0.087% as of December 31, 2022 compared to the ONE Future goal of 0.19%;

∎

Conducting aerial methane surveys for all of our assets, including twice in the Permian in 2023;

∎

Performing voluntary optical gas imaging for methane leak detection quarterly at all of our compressor stations and bi-monthly at all of our gas plants;


Targa Resources Corp. \| Proxy Statement \| 2 0 2 4 A N N U A L M E E T I N G O F S T O C K H O L D E R S		8

∎

Creating a cross-functional Methane Team to study our operations, work with third-party power providers, and collaborate with engine manufacturers to reduce our methane em

SEC Form DEF 14A filed by Targa Resources Inc.