As filed with the Securities and Exchange Commission on November 8, 2023
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________________________

ENTERGY CORPORATION
(Exact name of registrant as specified in its charter)


Delaware72-1229752
(State or other jurisdiction(I.R.S Employer
of incorporation or organization)Identification No.)


639 Loyola Avenue
New Orleans, Louisiana70113
(Address of Principal Executive Offices) (Zip Code)
________________________________________


ENTERGY CORPORATION
2019 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
________________________________________

Daniel T. Falstad
Deputy General Counsel
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
(504) 576-4000

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒Accelerated filer ☐
Non-accelerated filer ☐Smaller reporting company ☐
Emerging growth company ☐



EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement on Form S-8 (“Registration Statement”) in order to register an additional 4,900,000 shares of the Registrant’s Common Stock par value $0.01 per share, issuable to eligible employees, consultants, contractors and directors of the Registrant and its affiliates under the Entergy Corporation 2019 Omnibus Incentive Plan (the “Plan”). These additional securities are of the same class and relate to the same employee benefit plan as those shares registered on the Registrant’s registration statement on Form S-8, previously filed with the Securities and Exchange Commission (the “Commission”) on May 29, 2019 (File No. 333-231800) (the “Prior Registration Statement”). Accordingly, the contents of the Prior Registration Statement on Form S-8 relating to the Plan, including periodic reports that the Registrant filed after the Prior Registration Statement to maintain current information about the Registrant, are incorporated by reference and made part of this Registration Statement, except as amended hereby, pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

Ms. Mia Jahncke, Senior Counsel of the Corporation, has passed upon the validity of the additional shares of common stock to be issued under the Plan. Ms. Jahncke beneficially owns or has rights to acquire an aggregate of less than 0.01% of the Corporation’s common stock. Ms. Jahncke is eligible to participate in the Plan.

Item 6. Indemnification of Directors and Officers.

The Corporation is a corporation organized under the laws of the State of Delaware. Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director or officer derived an improper personal benefit.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been
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adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.

The Corporation’s Restated Certificate of Incorporation provides that its directors nor its officers shall not be personally liable to it or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL. The Restated Certificate of Incorporation further provides that it shall indemnify its directors and officers to the fullest extent authorized or permitted by the DGCL, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators. The right to indemnification conferred by the Corporation’s Restated Certificate of Incorporation also includes the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. Entergy Corporation’s Bylaws, as amended, provide, to the extent authorized from time to time by the board of directors, rights to indemnification to its employees and agents who are not directors or officers similar to those conferred to its directors and officers. The Corporation also maintains insurance policies that insure its directors and officers against certain liabilities, including liabilities under the Securities Act of 1933.

Item 8. Exhibits.


* Incorporated by reference.
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Orleans, State of Louisiana, on this 8th day of November 2023.

ENTERGY CORPORATION


By: /s/ Marcus V. Brown
Name: Marcus V. Brown
Title: Executive Vice President and
General Counsel

KNOW ALL MEN, that each person whose signature appears immediately below constitutes and appoints Marcus V. Brown, Reginald T. Jackson and Daniel T. Falstad, and each of them his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and to perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated below.

SignatureTitleDate
/s/ Andrew S. MarshChairman of the Board, Chief November 8, 2023
Andrew S. MarshExecutive Officer and Director
(Principal Executive Officer)
/s/ Kimberly A. FontanExecutive Vice President November 8, 2023
Kimberly A. Fontanand Chief Financial Officer
(Principal Financial Officer)
/s/ Reginald T. JacksonSenior Vice President and November 8, 2023
Reginald T. JacksonChief Accounting Officer
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(Principal Accounting Officer)
/s/ Gina F. AdamsDirectorNovember 8, 2023
Gina F. Adams
/s/ John H. Black DirectorNovember 8, 2023
John H. Black
/s/ John R. Burbank DirectorNovember 8, 2023
John R. Burbank
/s/ Patrick J, Condon DirectorNovember 8, 2023
Patrick J, Condon
/s/ Kirkland H. DonaldDirectorNovember 8, 2023
Kirkland H. Donald
/s/ Brian W. EllisDirectorNovember 8, 2023
Brian W. Ellis
/s/ Philip L. FredericksonDirectorNovember 8, 2023
Philip L. Frederickson
DirectorNovember __, 2023
M. Elise Hyland
DirectorNovember __, 2023
Stuart L. Levenick
/s/ Blanche L. Lincoln DirectorNovember 8, 2023
Blanche L. Lincoln
/s/ Karen A. Puckett DirectorNovember 8, 2023
Karen A. Puckett






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EXHIBIT INDEX


* Incorporated by reference.


Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)

ENTERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Table 1. Newly Registered Securities
Security Type
Security Class Title
Fee Calculation Rule
Amount Registered (1)
Proposed Maximum Offering Price Per Unit (2)
Maximum Aggregate Offering Price
Fee Rate
Amount of Registration Fee
Equity
Common Stock, par value $0.01 per share
457(c) and 457(h)
4,900,000
$98.25$481,400,5000.0001476$71,054.72
Total Offering Amounts
$481,400,500$71,054.72
Total Fee Offsets
⸻⸻
Net Fee Due
$71,054.72

(1) Pursuant to Rule 416(a) under the 1933 Act, the number of shares of common stock registered hereby shall be subject to adjustment to prevent dilution by reason of a stock dividend, stock split, recapitalization or similar transaction that results in an increase in the number of outstanding shares of common stock.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the 1933 Act and computed on the basis of the average of the high and low sales prices per share of Entergy Corporation common stock, $.01 par value, as reported on the New York Stock Exchange on November 2, 2023.




Exhibit 5.1

November 8, 2023

Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113

Re: Registration Statement on Form S-8 for the Amendment to the 2019 Entergy Corporation Omnibus Incentive Plan

Ladies and Gentlemen:

I am the Senior Counsel of Entergy Services, LLC, and am delivering this opinion in connection with the preparation and filing of the above-referenced Registration Statement on Form S-8 to be filed by Entergy Corporation (the “Corporation”) with the Securities and Exchange Commission (the “Commission”) with respect to the issuance by the Corporation of an additional 4,900,000 shares of $0.01 par value common stock of the Corporation (the “Common Stock”) which may be issued to eligible participants under the 2019 Entergy Corporation Omnibus Incentive Plan (the “Plan”), subject to adjustment as provided in the Plan.

In so acting, I or attorneys under my supervision have examined and relied upon the original, or a photostatic or certified copy, of such records of the Corporation, certificates of officers of the Corporation and of public officials, and such other documents and have made such investigations of fact and law as I have deemed relevant and necessary as the basis for the opinion set forth below. In connection with such examination, I have assumed the genuineness of all signatures appearing on all documents, the legal capacity of all persons signing such documents, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies, the accuracy and completeness of all corporate records made available to me by the Corporation, and the truth and accuracy of all facts set forth in all certificates provided to or examined by me.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that the Common Stock has been duly authorized, and, when issued in accordance with the terms described in the Plan and in accordance with the Registration Statement, will be validly issued, fully paid and nonassessable.

The foregoing opinions are limited to the laws of the State of Delaware and the federal laws of the United States of America. I express no opinion as to matters governed by the laws of any other state. Furthermore, no opinion is expressed herein as to the effect of any future acts of the parties or changes in existing law. I undertake no responsibility to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the opinions herein expressed.

This letter expresses my legal opinion as to the foregoing matters based on my professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinions set forth above.



I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the General Rules and Regulations of the Commission thereunder.

Very truly yours,


/s/ Mia S. Jahncke
Name: Mia S. Jahncke
Title: Senior Counsel


Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 24, 2023, relating to the consolidated financial statements and consolidated financial statement schedule of Entergy Corporation and Subsidiaries, and the effectiveness of Entergy Corporation and Subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Entergy Corporation and Subsidiaries for the year ended December 31, 2022.


/s/ DELOITTE & TOUCHE LLP

New Orleans, Louisiana
November 8, 2023

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