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:

NextEra Energy, Inc.

(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):

Notice of 20172020

Annual Meeting and

Proxy Statement

NextEra Energy, Inc.

P.O. Box 14000

700 Universe Boulevard

Juno Beach, Florida 33408-0420

Notice of Annual Meeting of Shareholders

May 18, 201721, 2020

The 20172020 Annual Meeting of Shareholders of NextEra Energy, Inc. (“NextEra Energy” or the “Company”) will be held on Thursday, May 18, 2017,21, 2020, at 8:00 a.m., Central time, in the Ballroom at the Hotel at Kirkwood Center at 7725 Kirkwood Boulevard SW, Cedar Rapids, IowaHyatt Regency Hill Country, 9800 Hyatt Resort Drive, San Antonio, Texas to consider and act upon the following matters:

The proxy statement more fully describes these matters. NextEra Energy has not received notice of other matters that may properly be presented at the annual meeting.

The record date for shareholders entitled to notice of, and to vote at, the annual meeting and any adjournment(s) or postponement(s) of the annual meeting is March 23, 2017.2020.

Admittance to the annual meeting will be limited to shareholders as of the record date or their duly appointedduly-appointed proxies. For the safety of attendees, all boxes, handbags and briefcases are subject to inspection. Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices are not permitted at the meeting.

NextEra Energy is pleased to be furnishingdeliver proxy materials by taking advantage ofelectronically via the Securities and Exchange Commission rule thatinternet. Electronic delivery allows issuers to furnish proxy materials to their shareholders on the Internet. NextEra Energy believes this rule allows it to provide you with the information you need for the annual meeting, while reducing the environmental impactimpacts and cost of the annual meeting.costs.

Regardless of whether you expect to attend the annual meeting, please submit your proxy or voting instructions on the Internet or by telephone promptly by following the instructions about how to view the proxy materials on your Notice of Internet Availability of Proxy Materials so that your shares can be voted. If you received your proxy materials by mail, you may submit your proxy or voting instructions on the Internet or by telephone, or you may submit your proxy by marking, dating, signing and returning the enclosed proxy/confidential voting instruction card. If you attend the annual meeting, you may withdraw your proxy and vote in person.

By order of the Board of Directors.Directors,

W. SCOTT SEELEYScott Seeley

Vice President, Compliance & Corporate Secretary

Juno Beach, Florida

March 27, 2017April 3, 2020

As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the 2020 annual meeting may be held virtually over the internet. If we decide to hold a virtual annual meeting, we will announce the decision to do so in advance and details on how to participate will be issued by press release, posted on our website and filed with the SEC as additional proxy material.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING TO BE HELD MAY 21, 2020

This proxy statement and the NextEra Energy 2019 annual report to shareholders are available at www.proxyvote.com.

TABLE OF CONTENTSTable of Contents

NextEra Energy, Inc.Proxy Statement Summary

Annual MeetingThis summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of Shareholders

May 18, 2017

PROXY STATEMENT

the information that you should consider. You should read the entire proxy statement carefully before voting. This proxy statement contains information related to the solicitation of proxies by the Board of Directors (the “Board”) of NextEra Energy, Inc. (the “Board”), a Florida corporation (“NextEra Energy,” the “Company,” “we,” “us” or “our”), in connection with the 20172020 annual meeting of NextEra Energy’s shareholders to be held on Thursday, May 18, 2017, at 8:00 a.m., Central time, in the Ballroom at the Hotel at Kirkwood Center at 7725 Kirkwood Boulevard SW, Cedar Rapids, Iowa, and at any adjournment(s) or postponement(s) of the annual meeting.

ELECTRONIC DELIVERY OF PROXY MATERIALS

Under the rules of the Securities and Exchange Commission (“SEC”), NextEra Energy is furnishing proxy materials to many of its shareholders on the Internet, rather than mailing paper copies of the materials to each shareholder.

On or about March 27, 2017,April 3, 2020, NextEra Energy mailed to many of its shareholders of recordbegan mailing this proxy statement and a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review the proxy materials, including the proxy statement and annual report to shareholders, on the Internet. The Notice also instructs shareholders on how to access their proxy card to be able to submit their proxies on the Internet. Brokerage firms and other nominees who hold NextEra Energy shares on behalf of beneficial owners will be sending their own similar Notice. Other shareholders, in accordance with their prior requests, have received an e-mail notification of how to access the proxy materials and submit their proxies on the Internet. On or about March 27, 2017, NextEra Energy also began mailing a full set of proxy materials to certain shareholders, including shareholders who have previously requested a paper copy of the proxy materials.shareholders.

Internet distribution of the proxy materials is designed to expedite receipt by shareholders, lower the cost of the annual meeting, and conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive NextEra Energy’s proxy materials electronically, you will continue to receive the materials via e-mail unless you elect otherwise.

How do I access the proxy materials if I received a Notice of Internet Availability of Proxy Materials?

The Notice you received from NextEra Energy or from your brokerage firm, bank or other nominee provides instructions regarding how to view NextEra Energy’s proxy materials for the 2017 annual meeting on the Internet. As explained in greater detail in the Notice, to view the proxy materials and submit your proxy, you will need to follow the instructions in your Notice and have available your 16-digit Control number(s) contained in your Notice.

How do I request paper copies of the proxy materials?

Whether you hold NextEra Energy shares through a brokerage firm, bank or other nominee (in “street name”), or hold NextEra Energy shares directly in your name through NextEra Energy’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), as a shareholder of record, you may request paper copies of the 2017 annual meeting proxy materials by following the instructions listed atwww.proxyvote.com, by telephoning800-579-1639 or by sending an e-mail tosendmaterial@proxyvote.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING TO BE HELD MAY 18, 2017

This proxy statement and the NextEra Energy 2016 annual report to shareholders are available atwww.proxyvote.com.

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ABOUT THE ANNUAL MEETING

What is the purpose of the annual meeting?

At the annual meeting, shareholders will act upon the matters identified in the accompanying notice of annual meeting of shareholders. These matters include the election as directors of the nominees specified in this proxy statement, ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2017, approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in this proxy statement, non-binding advisory vote on whether NextEra Energy should hold a non-binding shareholder advisory vote to approve NextEra Energy’s compensation of its named executive officers every 1, 2 or 3 years, approval of the NextEra Energy, Inc. 2017 Non-Employee Directors Stock Plan, and, if properly presented at the meeting, consideration of one shareholder proposal.

Who may attend the annual meeting?

Subject to space availability, all shareholders as of the record date, or their duly appointed proxies, may attend the annual meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at 7:30 a.m., Central time. If you plan to attend, please note that you will be asked to present valid picture identification, such as a driver’s license or passport. Invited representatives of the media and financial community may also attend the annual meeting.

You will need proof of ownership of NextEra Energy common stock on the record date to attend the annual meeting:

For the safety of attendees, all boxes, handbags and briefcases are subject to inspection. Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices are not permitted at the annual meeting.

Will the annual meeting be webcast?

The annual meeting will be webcast (audio, listen only) on May 18, 2017. If you do not attend the annual meeting, you are invited to visitwww.nexteraenergy.comat 8:00 a.m., Central time, on Thursday, May 18, 2017 to access the webcast of the annual meeting. You will not be able to vote your shares via the webcast. A replay of the webcast also will be available on NextEra Energy’s website for 90 days after the annual meeting.

Who is entitled to vote at the annual meeting?

Only NextEra Energy shareholders at the close of business on March 23, 2017, the record date for the annual meeting, are entitled to receive notice of, and to vote at, the annual meeting. If you were a shareholder on that date, you will be entitled to vote all of the NextEra Energy shares that you held on that date at the annual meeting or any adjournment or postponement of the annual meeting.

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What are the voting rights of the holders of the Company’s common stock?

Each outstanding share of NextEra Energy common stock, par value $.01 per share (“common stock”), will be entitled to one vote on each matter properly brought before the annual meeting.

What constitutes a quorum?

The presence at the annual meeting, in person or by proxy, of the holders of a majority of the shares of NextEra Energy common stock issued and outstanding on the record date will constitute a quorum, permitting the business of the meeting to be conducted.

As of the record date, 468,168,428 shares of NextEra Energy common stock, representing the same number of votes, were outstanding. Thus, the presence of the holders of NextEra Energy common stock representing at least 234,084,214 shares will be required to establish a quorum.

In determining the presence of a quorum at the annual meeting, abstentions in person, proxies received but marked as abstentions as to any or all matters to be voted on that permit abstentions, and proxies received with broker non-votes on some but not all matters to be voted on will be counted as present.

A broker “non-vote” occurs when a broker, bank or other holder of record that holds shares for a beneficial owner (“broker”) does not vote on a particular proposal because the broker has not received voting instructions from the beneficial owner and does not have discretionary voting power for that particular proposal. Brokers may vote on ratification of the appointment of NextEra Energy’s independent registered public accounting firm even if they have not received voting instructions from the beneficial owners whose shares they hold. However, brokers may not vote on any of the other matters submitted to shareholders at the 2017 annual meeting unless they have received voting instructions from the beneficial owner. See the response toWhat vote is required to approve the matters proposed? below for a discussion of the effect of broker non-votes.

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

If your shares are registered directly in your name with NextEra Energy’s transfer agent, Computershare, you are considered, with respect to those shares, the “shareholder of record.” The Notice or, for some shareholders of record, a full set of the proxy materials has been sent directly to you by or on behalf of NextEra Energy.

If your shares are held in “street name,” you are considered the “beneficial owner” of the shares. The Notice or, for some beneficial owners, a full set of the proxy materials has been forwarded to you by or on behalf of your broker, who is considered, with respect to those shares, the shareholder of record.

How do I submit my proxy or voting instructions?

On the Internet or by telephone or, if you received the proxy materials by mail, also by mailMeeting Information

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Please see the Notice, your proxy/confidential voting instruction card or the information your broker provided to you for more information on your options. NextEra Energy’s proxy tabulator, Broadridge Investor Communications Solutions, Inc. (“Broadridge”), must receive any proxy/confidential voting instruction card that will not be delivered in person at the annual meeting, or any vote on the Internet or by telephone, no later than 11:59 p.m., Eastern time, on Wednesday, May 17, 2017.

If you are a shareholder of recordVoting Matters and you return your signed proxy/confidential voting instruction card or submit your proxy on the Internet or by telephone, but do not indicate your voting preferences, the persons named as proxies in the proxy/confidential voting instruction card will vote the shares represented by that proxy as recommended by the Board on all proposals.

In person at the annual meeting

All shareholders may vote in person at the annual meeting. However, if you are a beneficial owner of shares, you must obtain a legal proxy from your broker and present it to the inspector of election with your ballot to be able to vote in person at the annual meeting. See the response toWho may attend the annual meeting? above for additional information on how to attend the annual meeting.

Your vote is important. You can save us the expense of a second mailing and further solicitation of proxies by submitting your proxy or voting instructions promptly.

May I change my vote after I submit my proxy or voting instructions on the Internet or by telephone or after I return my proxy/confidential voting instruction card or voting instructions?

Yes. If you are a shareholder of record, you may revoke your proxy before it is exercised by:

You may change your proxy by using any one of these methods regardless of the method you previously used to submit your proxy.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker. You may also vote in person at the annual meeting if you obtain a legal proxy as described in the answer to the previous question.

All shares for which proxies have been properly submitted and not revoked will be voted at the annual meeting.

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How do I vote my Employee Retirement Savings Plan (401(k)) shares?

If you participate in the NextEra Energy, Inc. Employee Retirement Savings Plan (the “plan”), you may give voting instructions to Fidelity Management Trust Company, as trustee of the plan (“Trustee”). If you are a non-bargaining NextEra Energy employee, or a bargaining unit employee outside the state of Florida, you may give your voting instructions to the Trustee by following the instructions you received in an e-mail from NEXTERA ENERGY, INC. [id@ProxyVote.com] sent to your work e-mail address (unless you opted to receive a paper copy of the proxy materials). If you are a Florida Power & Light Company (“FPL”) bargaining unit employee in Florida, or a participant in the plan who is not a current employee of NextEra Energy or its subsidiaries, or if you opted out of e-mail delivery, you may give your voting instructions to the Trustee on the Internet or by telephone by following the instructions on your proxy/confidential voting instruction card, or you may give your voting instructions to the Trustee by mail by completing and returning the proxy/confidential voting instruction card accompanying this proxy statement.

Your instructions will tell the Trustee how to vote the number of shares of NextEra Energy common stock in the plan reflecting your proportionate interest in the NextEra Energy Stock Fund and the NextEra Energy Leveraged ESOP Fund. You have this right because the plan deems you to be a “named fiduciary” of the shares of common stock allocated to your account for voting purposes. Your instructions will also determine the vote of a proportionate number of shares of common stock in the NextEra Energy Leveraged ESOP Fund which are not yet allocated to participants. If you do not give the Trustee voting instructions, the number of shares reflecting your proportionate interest in the NextEra Energy Stock Fund and the NextEra Energy Leveraged ESOP Fund will be voted by the Trustee in the same manner as it votes proportionate interests for which it receives voting instructions and your proportionate share of the unallocated NextEra Energy Leveraged ESOP Fund shares will be voted by the Trustee in the same manner as it votes unallocated shares for which instructions are received. The Trustee will vote your shares in accordance with your duly executed instructions received by 1:00 a.m., Eastern time, on Tuesday, May 16, 2017.

You may also revoke previously given voting instructions by 1:00 a.m., Eastern time, on Tuesday, May 16, 2017, by filing written notice of revocation with the Trustee or by giving new voting instructions in any of the ways described above. The Trustee will follow the last timely voting instructions which it receives from you. Your voting instructions will be kept confidential by the Trustee.

What is “householding” and how does it affect me?

NextEra Energy has adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one package containing individual copies of the Notice or proxy materials in paper form for each shareholder of record at the address. This procedure will reduce the volume of duplicate materials shareholders receive, conserve natural resources and reduce NextEra Energy’s postage costs. Shareholders who participate in householding and to whom a full set of proxy materials has been mailed will continue to receive separate proxy cards.

If you are a shareholder of record and are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple packages containing copies of the Notice or proxy materials in paper form, or if you hold shares in more than one account, and in either case you wish to receive only a single package for your household in the future, please contact Computershare in writing at Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078 or by calling 888-218-4392. You may contact Computershare at the same mailing address or telephone number if you wish to revoke your consent to future householding mailings.

If your household receives only a single package containing a copy of the Notice or the proxy materials, and you wish to receive a separate copy for each shareholder of record, please contact Broadridge toll-free at 800-542-1061, or write to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717, and separate copies will be provided promptly.

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Beneficial owners may request information about householding from their banks, brokers or other holders of record.

What are the Board’s recommendations?

Unless you give other instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth together with the description of each proposal in this proxy statement. In summary, the Board recommends a vote:

What vote is required to approve the matters proposed?Recommendations

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How to Vote

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Who pays for the solicitation of proxies?

NextEra Energy is soliciting proxies, and it will bear the expense of solicitation. Proxies will be solicited principally by mail and by electronic media, although directors, officers and employees of NextEra Energy or its subsidiaries may solicit proxies personally, by telephone or by electronic means, but without compensation other than their regular compensation. NextEra Energy has retained D.F. King & Co., Inc. to assist it in the solicitation of proxies, for which D.F. King & Co., Inc. will be paid a fee of $12,500 plus reimbursement of out-of-pocket expenses. NextEra Energy will reimburse custodians, nominees and other persons for their out-of-pocket expenses in sending the Notice and/or proxy materials to beneficial owners.

Could other matters be decided at the annual meeting?

At the date of printing of this proxy statement, the Board did not know of any matters to be submitted for action at the annual meeting other than those referred to in this proxy statement and does not intend to bring before the meeting any matter other than the proposals described in this proxy statement. If, however, other matters are properly brought before the annual meeting, or any adjourned or postponed meeting, your proxies include discretionary authority on the part of the individuals appointed to vote your shares or act on those matters according to their discretion, including voting to adjourn or postpone the annual meeting one or more times to solicit additional proxies with respect to any proposal or for any other reason.

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2016 BUSINESS AND GOVERNANCE HIGHLIGHTSBusiness and Governance Highlights

2016 Business Highlights

NextEra Energy achieved Company-record adjusted earnings* of $2.9$4.062 billion, adjusted earnings per share* (“EPS”) of $6.19$8.37 and a1-year total shareholder return (“TSR”) of 18.4%43%. The Company’s 2016NextEra Energy’s 2019 TSR outperformed the 2016 TSRsTSR of the S&P 500 Utilities Index of 16.3%26% and the TSR of the S&P 500 Index of 12.0%.32% for 2019.

These significant accomplishments came as NextEra Energythe Company continued to be a leader among the 10 largest U.S. utilities (based on market capitalization) in substantially all financial metrics. Among thethese largest 10 U.S. utilities, NextEra Energy ranked #3 for 3-year TSR, #1 for 5-year2-,3-,5-,7- and10-year TSR #1 for 10-year TSR, #2 for 3-year adjusted earnings per share (“EPS”) growth and #1 for 5-year, 7-year3-,5-,7- and10-year adjusted EPS growth. In 2016,2019, NextEra Energy ranked #1 among U.S. and global utility companies, based on market capitalization.**

In 2017,2020, NextEra Energy was named by Fortune Magazine as the World’s Most Admired Electric & Gas Utility for the tenth13^th time in the last eleven14 years. Also in 2017,2020, NextEra Energy was named by the Ethisphere Institute as one of the World’s Most Ethical Companies for the tenth13^th time in the last eleven14 years.

The returns that NextEra Energy generated for its shareholders were attributable to outstanding 20162019 performance by the Company’s two principal operating businesses, FPLFlorida Power & Light Company (“FPL”) and NextEra Energy Resources, LLC whichand its subsidiaries (“NextEra Energy Resources”). Highlights of this performance are described in more detail in the CD&ACompensation Discussion & Analysis beginning on page 44.37.

Ultimately, the Company’s financial and operational performance is reflected in the increased value of its common stock. As the table on page 4539 illustrates, TSR over the three-year period from December 31, 20132016 to December 31, 20162019 was 53%119%, meaning that an investment of $100 in NextEra Energy common stock on December 31, 20132016 was worth $152.61$219.15 on December 31, 2016.

2016 Governance Highlights2019.

The Company is proudchart below compares the Company’s TSR for the1-,3-,5- and10-year periods ended December 31, 2019 to havethe TSRs of the S&P 500 Electric Utilities Index, the S&P 500 Utilities Index, the Philadelphia Exchange Utility Sector Index (“UTY”) and the S&P 500. NextEra Energy outperformed all of these indices over all of the periods shown. NextEra Energy’s outperformance over all of these periods in place strong corporate governance practices. These include:comparison to others in its industry, and over the1-,3-,5- and10-year periods in comparison to the S&P 500, was substantial.

NextEra Energy Total Shareholder Return Through12-31-19 vs. Various Indices (1)

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Governance Highlights

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In uncontested elections, directors must be elected by2019 Governance Highlights

The Company received a majorityshareholder proposal at its 2019 annual meeting of shareholders (“2019 annual meeting”) requesting increased disclosure of political contributions and expenditures. That proposal received the support of approximately 48.7% of the votes cast.

Business of the Annual Meeting

Recent changes to the Company’s Articles of Incorporation and Bylaws demonstrate the active engagement of the Board and management in ensuring a responsive governance program.

The Board, through the Governance & Nominating Committee, engages in a comprehensive review of its governance practices. As a part of these reviews, the Company regularly initiates outreach discussions with shareholders owning a significant aggregate ownership interest in the Company to solicit input on the Company’s governance. In 2016, as a result of these reviews and discussions, and taking into account a shareholder proposal approved at the 2016 annual meeting, the Board adopted an amendment to the Company’s Bylaws to permit qualifying shareholders to include nominees for election to the Board in the Company’s annual proxy statement (“Proxy Access Bylaw”). The Proxy Access Bylaw permits a shareholder, or group of up to 20 shareholders, owning continuously for three years 3% or more of NextEra Energy’s outstanding common stock to nominate and have NextEra Energy include in its proxy materials director nominees for the greater of two directorships or 20% of the total number of directors, so long as any such shareholder or group of shareholders and their nominee or nominees have satisfied the requirements set forth in the Bylaws.

BUSINESS OF THE ANNUAL MEETING

Proposal 1: Election as directors of the nominees specified in this proxy statement

result of his experience as a senior leader of a publicly traded, integrated natural gas production and transportation business. Following the evaluation by the Governance & Nominating Committee, Mr. Porges was interviewed by the other members of the Board. The Governance & Nominating Committee then recommended Mr. Porges for appointment to the Board and the Board approved Mr. Porges’ appointment to the Board at its regularly scheduled February meeting.

Identifying and Evaluating Nominees for Directors

The Governance & Nominating Committee uses a variety of methods for identifying and evaluating nominees for director. The Governance & Nominating Committee periodically assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. Candidates may come to the attention of the Governance & Nominating Committee through current Board members, professional search firms, shareholders or other persons. Candidates are evaluated at regular or special meetings of the Governance & Nominating Committee and may be considered at any time during the year. When considering candidates for the Board, the Governance & Nominating Committee considers all nominee recommendations, including those from shareholders, in the same manner. If any materials are provided by a shareholder in connection with the nomination of a director candidate, the materials are provided to the Governance & Nominating Committee. The Governance & Nominating Committee also reviews materials provided by professional search firms or other parties. In evaluating nominations, the Governance & Nominating Committee seeks to achieve a diverse balance of knowledge, experience and capability.

Director Resignation Policy

Under the NextEra Energy, Inc. Amended and Restated Bylaws (the “Bylaws”), in an uncontested election, directors are elected by a majority of the votes cast. The Board has adopted a Policy on Failure of Nominee Director(s) to Receive a Majority Vote in an Uncontested Election (“Director Resignation Policy”), the effect of which is to require that, in any uncontested director election, any incumbent director who is not elected by the required vote must offer to resign and the Board will determine whether or not to accept the resignation within 90 days of the certification of the shareholder vote. The Company will report the action taken by the Board under the Director Resignation Policy in a publicly-available forum or document. The Bylaws provide that, in a contested election, director nominees are elected by a plurality of the votes cast.

Director Qualifications

The Governance Guidelines and the Governance & Nominating Committee Charter copies of which are available on the Company’s website atwww.nexteraenergy.com/investors/governance.shtml, identify Board membership qualifications, including experience, skills and attributes, that are considered by the Governance & Nominating Committee in recommendingnon-employee nominees for Board membership. In addition to the membership qualifications identified in the Governance Guidelines, no person will be considered for Board membership who is an employee or director of a business in significant competition with the Company or of a major or potentially-major customer, supplier, contractor, counselor or consultant of the Company, or an executive officer of a business where a Company employee-director serves on the board of such other business.

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The Board views itself as a cohesive whole consisting of members who together serve the interests of the Company and its shareholders. Qualifications, attributes and other factors considered byThe following matrix highlights the Governance & Nominating Committee in recommending director nominees include, but are not limited to, the following:

As discussed more specifically below, the Governance & Nominating Committee considered in particular the contributions to a strong, diverse board of the individual backgrounds and experience of its current directors and nominees including, without limitation, experience in: leading and growing businesses; legislative, political and regulatory affairs; customer and client service; environmental compliance; cyber security and information management; investor relations; international business operations and management; industrial operations; capital raising strategies; executive compensation; renewable energy; nuclear power operations and management; finance; financial instruments, including derivatives; risk management; and strategic planning. The regulated and competitive operations of the Company require an understanding of, among other matters, the regulatory, legislative and political environment affecting public utility and competitive energy operations, the service demands of wholesale and retail power customers, the effect of new technologies on the Company’s strategic direction, the challenges of maintaining growth without sacrificing profitability, the diverse options available for financing the Company’s businesses and the Company’s responsibilities to the customers and communities it serves. The particular experience, qualifications, attributes and skills that led the Governance & Nominating Committee and the Board to conclude, in light of the Company’s businessesdirector nominees. This high-level summary is not intended to be an exhaustive list and structure, thatinformation regarding the experience and qualifications of each currentindividual director nominee is set forth in the biographies which follow.

Summary of Director Qualifications and nominee should serve as a NextEra Energy director include, but are not limited to, the following:Experience

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Mr. Schupp has 33 years of leadership experience as a chief executive officer of both public and private banking organizations, and has experience in reviewing the financial statements of complex businesses, in mergers and acquisitions, in developing and implementing capital raising strategies, in strategic planning and expertise in Florida-based customers and business conditions. In addition, he has experience in such areas as macroeconomic policy, community and economic development and government regulation gained from his service as a director of the Federal Reserve Bank of Atlanta.

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Unless you specify otherwise in your proxy/confidential voting instruction card or in the instructions, you give on the Internet or by telephone, your proxy will be votedFORelection of each of the nominees.

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In accordance with the provisions of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), theThe Audit Committee of the Board appoints the Company’s independent registered public accounting firm. It has appointed Deloitte & Touche LLP (“Deloitte & Touche”) as the independent registered public accounting firm for the fiscal year ending December 31, 2020 to audit the accounts of NextEra Energythe Company and its subsidiaries, as well as to provide its opinion on the effectiveness of the Company’s internal control over financial reporting, forreporting. The members of the fiscal year ending December 31, 2017. Audit Committee and the Board believe that the continued retention of Deloitte & Touche as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.

Although ratification is not required, the Board is submitting the selection of Deloitte & Touche to shareholders as a matter of good corporate practice. If the shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee, although the Audit Committee may nonetheless decide to retaincontinue the retention of Deloitte & Touche as NextEra Energy’s independent registered public accounting firm.firm for 2020. Even if the appointment is ratified, the Audit Committee in its discretion may terminate the service of Deloitte & Touche at any time during the year if it determines that the appointment of a different independent registered public accounting firm would be in the best interests of NextEra Energy and its shareholders. Additional information on audit-related matters may be found beginning on page 4134 of this proxy statement.

Representatives of Deloitte & Touche are expected to be present at the annual meeting and will have an opportunity to make a statement and respond to appropriate questions from shareholders at the meeting.

Unless you specify otherwise in your proxy/confidential voting instruction card or in the instructions, you give on the Internet or by telephone, your proxy will be votedFORratification of appointment of Deloitte & Touche as NextEra Energy’s independent registered public accounting firm for 2017.2020.

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The Company is asking shareholders to cast an advisory vote on the compensation of the Company’s named executive officers (“NEOs”), which is commonly called a “say-on-pay” vote. The advisory“say-on-pay” vote, which is required pursuant to section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is to approve the compensation of the Company’s named executive officers as described below (beginning on page 44) in theCompensation Discussion& Analysis section of this proxy statement and in the tabular and narrative disclosure following that section. While. Although this vote is not binding, it will provide information to the Compensation Committee regarding investor sentiment about the Company’s executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when making future determinations regarding named executive officerNEO compensation. The Company currently plans to give shareholders the opportunity to cast an advisory vote on this matter annually, so that, followingannually. Following the vote on this proposal, the next opportunity will occur in connection with the Company’s 20182021 annual meeting.

The Company asks shareholders to approve this proposal by approving the followingnon-binding resolution: “RESOLVED, that the shareholders of NextEra Energy, Inc. approve, on an advisory basis, the compensation paid to the Company’s NEOs, as disclosed in this proxy statement for the 2020 annual meeting of shareholders.shareholders, including theCompensation Discussion & Analysis section, the compensation tables and the accompanying narrative discussion, pursuant to the compensation disclosure rules of the Securities and Exchange Commission (Item 402 of Regulation S-K).”

The fundamental objective of NextEra Energy’s executive compensation program is to motivate and reward actions that the Compensation Committee believes will increase shareholder value, particularly over the longer term. The program is designed to attract, retain, motivate, reward and develop high-quality, high-performing executive leadership whose talent and expertise should enable the Company to create long-term shareholder value. The Compensation Committee believes the Company’s executive compensation program reflects a strongpay-for-performance philosophy and is well-aligned with the short-term and long-term interests of shareholders and other important Company stakeholders, including customers and employees. A significant portion of each named executive officer’sNEO’s total compensation opportunity is performance-based and carries both upside and downside potential. Named executive officers (and all of NextEra Energy’s other officers) must build and maintain a significant and continuing equity interest in NextEra Energy. This helps to ensure that their interests are aligned with those of shareholders and that changes in the price of NextEra Energy common stock have a meaningful economic effect on the officers.

TheExecutive Compensation section of this proxy statement, including theCompensation Discussion& Analysis,beginning on page 37, provides a more detailed discussion of the Company’s compensation program for its named executive officers.NEOs. The discussion reflects that NextEra Energy’s compensation program has been achievingachieves its objective.objectives. For example, the chart below compares the Company’s TSR for the1-, 3-, 5-,3-,5- and10-year periods ended December 31, 20162019 to the TSRs of the S&P 500 Electric Utilities Index, the S&P 500 Utilities Index, the Philadelphia Exchange Utility Sector Index (“UTY”),UTY and the S&P 500. NextEra Energy outperformedall of these indices over all of the periods shown. NextEra Energy’s outperformance over all of these periods in comparison to others in its industry, and over the 3-year, 5-year1-,3-,5- and10-year periods in comparison to the S&P 500, was substantial.

NextEra Energy Total Shareholder Return Through 12-31-1612-31-19 vs. Various Indices(1)

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The Company asks shareholders to approve this proposal by approving the following non-binding resolution:

RESOLVED, that the shareholders of NextEra Energy, Inc. approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K as promulgated by the Securities and Exchange Commission in the NextEra Energy, Inc. proxy statement for the 2017 annual meeting of shareholders, including theCompensation Discussion & Analysis section, the compensation tables and the accompanying narrative discussion.

Unless you specify otherwise in your proxy/confidential voting instruction card or in the instructions, you give on the Internet or by telephone, your proxy will be votedFORapproval, bynon-binding advisory vote, of NextEra Energy’s compensation of its NEOs as disclosed in this proxy statement.

In accordance with the requirements of Section 14A of theSecurities and Exchange Act and related SEC rules, the Company is asking shareholders to cast an advisory vote on the frequency with which shareholders would have an opportunity to provide an advisory “say-on-pay” vote on named executive officer compensation. Shareholders have the option of selecting a frequency of 1, 2 or 3 years, or abstaining from a vote on this proposal.

Consistent with the shareholder vote in 2011, the Company has held a “say-on-pay” vote annually. To allow the Company’s shareholders to provide input on NextEra Energy’s compensation philosophy, policies and practices as disclosed in the proxy statement every year, the Board recommends that the annual say-on-pay vote be continued.

Shareholders are not voting to approve or disapprove the Board’s recommendation of annual “say-on-pay” votes. Rather, shareholders are being given an opportunity to express their preference for the frequency of “say-on-pay” votes. Shareholders may choose among the following four options when voting on this proposal:

The frequency option—1, 2 or 3 years—receiving the greatest number of votes will be considered the frequency preferred by the Company’s shareholders. Although this vote is not binding on the Company or the Board, the Board will take into consideration the outcome of the vote in making a determination on the frequency with which proposals for non-binding advisory votes to approve named executive officer compensation will be included in the Company’s proxy statement. The Board may decide that it is in the best interests of shareholders and the Company to hold an advisory vote on named executive officer compensation more or less frequently than the option preferred by shareholders.

Unless you specify otherwise in your proxy/voting instruction card or in the instructions you give by telephone or Internet, your proxy will be voted for a frequency of every1 YEAR as the frequency with which NextEra Energy will hold non-binding advisory votes to approve NextEra Energy’s compensation of its named executive officers.

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Proposal 5: Approval of the NextEra Energy, Inc. 2017 Non-Employee Directors Stock Plan

The Company is asking shareholders to consider and vote upon a proposal to approve the NextEra Energy, Inc. 2017 Non-Employee Directors Stock Plan (the “2017 Non-Employee Directors Plan”Commission (“SEC”). Upon the recommendation of the Compensation Committee, the Board on February 17, 2017 unanimously approved the 2017 Non-Employee Directors Plan, which will become effective upon receipt of shareholder approval of the plan at the 2017 annual meeting. The Board believes that approval of the 2017 Non-Employee Directors Plan is in the best interests of the Company and its shareholders.

The Board has proposed approval of the 2017 Non-Employee Directors Plan to amend and restate the Company’s current FPL Group, Inc. 2007 Non-Employee Directors Stock Plan (the “Current Directors Plan”). Although shares of the Company’s common stock remain available for grant under the Current Directors Plan, the Company’s authority to pay additional compensation under the Current Directors Plan expires on May 24, 2017. The Company is asking its shareholders to approve the amended and restated plan so that it will be able to continue to pay stock-based compensation to non-employee directors. When the 2017 Non-Employee Directors Plan becomes effective, no additional awards will be made under the Current Directors Plan.

No awards under the 2017 Non-Employee Directors Plan have been granted or will be granted unless and until the plan is approved by the Company’s shareholders at the 2017 annual meeting. If shareholders do not approve the 2017 Non-Employee Directors Plan, compensatory equity-based grants to directors will continue to be made under the Current Directors Plan until the plan expires and to the extent of the shares of the Company’s common stock available for issuance under that plan, which for future grants totaled approximately 250,360 shares as of March 1, 2017 (without giving effect to additional shares that may become available upon the future forfeiture or cancellation of outstanding awards).

Description of the 2017 Non-Employee Directors Plan

The following description of the 2017 Non-Employee Directors Plan is qualified in its entirety by reference to the complete text of the 2017 Non-Employee Directors Plan, which is attached as Appendix A to this proxy statement and incorporated by reference into this proposal. You are urged to read this proposal and the text of the 2017 Non-Employee Directors Plan in their entirety.

Summary of Material Provisions of the 2017 Non-Employee Directors Plan

Purpose and Eligibility.The purpose of the 2017 Non-Employee Directors Plan is to further strengthen the alignment of interests between members of the Board of Directors of NextEra Energy who are not employees of the Company and the Company’s shareholders through the ownership by non-employee directors of shares of the Company’s common stock. Awards may be granted under the 2017 Non-Employee Directors Plan only to individuals who are members of the Board and are not employees of the Company. As of March 1, 2017, all 11 non-employee directors would be eligible to participate in the 2017 Non-Employee Directors Plan.

Effective Date. The 2017 Non-Employee Directors Plan will be effective on the date on which it is approved by the Company’s shareholders.

Term.The 2017 Non-Employee Directors Plan will terminate automatically ten years after its effective date, unless it is earlier terminated by the Board.

Administration.The 2017 Non-Employee Directors Plan generally will be administered by a committee (the “Committee”) consisting of two or more directors of the Company each of whom qualifies as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. Unless otherwise determined by the Board, the Committee will be the Compensation Committee. The Committee has plenary discretion and authority over the operation of the 2017 Non-Employee Directors Plan.

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Shares Available under the Plan.Assuming the 2017 Non-Employee Directors Plan is approved by shareholders, the maximum aggregate number of shares which may be issued under the 2017 Non-Employee Directors Plan will be 500,000 shares, including shares previously granted under the Current Directors Plan that remain subject to a forfeiture condition on the date of the 2017 annual meeting. The Current Directors Plan has approximately 250,360 shares available for grant as of March 1, 2017, none of which will be available for grant upon approval of the 2017Non-Employee Directors Plan. As of March 1, 2017, the closing price of the Company’s common stock as reported in the consolidated transaction reporting system of the NYSE was $129.41.

Termination, Amendment and Adjustments in the Event of Business Reorganization.The Board will be authorized to amend, alter, suspend or terminate the 2017 Non-Employee Directors Plan as to any shares of the Company’s common stock as to which awards have not been made. Any amendment to the 2017 Non-Employee Directors Plan, however, will be subject to receipt of the approval of the Company’s shareholders if shareholder approval of the amendment is required by any law or regulation or NYSE rule or to the extent determined by the Board. In the event any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, exchange of shares for other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution or other similar corporate transaction or event affects the shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights under the 2017 Non-Employee Directors Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of securities deemed to be available thereafter for issuances of shares in the aggregate to all non-employee directors and individually to any one non-employee director and (ii) the number and kind of securities that may be delivered or deliverable in respect of undistributed shares.

Awards.The following types of awards may be made under the 2017 Non-Employee Directors Plan, subject to limitations set forth in the plan.

Discretionary Grants.The Committee, in its discretion, may make a grant of shares (or an interest in shares, however denominated, to be settled in the future by delivery of shares) to any one or more non-employee directors as consideration for services rendered or promised to be rendered as a member of the Board or its committees at such times, for such number of shares and on such other terms and conditions (including but not limited to restrictions on the voting and dividend rights associated with such shares, service-related vesting, forfeiture provisions, holding period, and transfer restrictions) as the Committee may determine. Unless the Committee determines otherwise, discretionary grants: (a) shall be in the form of issued and outstanding shares registered in the name of the non-employee director; (b) shall be fully vested and nonforfeitable when awarded; and (c) shall carry full voting and dividend rights in favor of the holder of record from the date of grant.

Voluntary Conversion of Cash Compensation.A non-employee director may elect, at such time and in such manner as the Committee may prescribe, that all or any portion of his or her compensation for service on the Board and its committees that is payable in cash be converted into and distributed to the non-employee director in shares of equivalent fair market value. Shares distributed in this way shall be fully vested and nonforfeitable.

Awards to New Directors.The Committee, in its discretion, may make a one-time grant of shares to a non-employee director after his or her initial election or appointment to the Board. Any such award shall be made within six (6) months after such non-employee director becomes a member of the Board. The Committee shall determine the number of shares included in such award. Shares distributed in this way shall be fully vested and nonforfeitable.

Dividend Equivalents.The Committee is authorized to grant dividend equivalents. The Committee may provide that dividend equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional shares or other property, or otherwise reinvested.

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Deferral.Compensation payable under the 2017 Non-Employee Directors Plan shall be eligible for deferral for federal (and, to the extent applicable, state and local) income tax purposes if and to the extent provided under a separate written deferred compensation plan of the Company that complies with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder.

Holding Period for Shares.Shares acquired by a non-employee director under the 2017 Non-Employee Directors Plan may not be sold or transferred so long as he or she remains a member of the Board except that a non-employee director may sell or transfer shares in excess of the shares required to be held according to the Company’s written stock ownership guidelines for non-employee directors as specified in the Corporate Governance Principles and Guidelines.

New Plan Benefits. The number of shares that will be awarded to the directors under the 2017 Non-Employee directors Plan is not determinable at this time as the Committee will make the awards in its sole discretion. The number of awards made under the Current Directors Plan in 2016 is described under “Director Compensation” beginning on page 90.

Summary of U.S. Federal Tax Consequences.A non-employee director who is awarded fully vested shares under the 2017 Non-Employee Directors Plan will be required to recognize ordinary income for U.S. federal income tax purposes in an amount equal to the fair market value of the shares on the date of the award. The Company will be entitled to deduct the amount of the ordinary income recognized by the non-employee director for the same year in which the non-employee director recognizes ordinary income.

A non-employee director who is awarded shares subject to a vesting schedule under the 2017 Non-Employee Directors Plan generally will not recognize any taxable income for federal income tax purposes at the time the award is made. However, the non-employee director may elect under Section 83(b) of the Internal Revenue Code to recognize ordinary income in the year of the award in an amount equal to the fair market value of the shares on the date of the award, determined without regard to the vesting schedule. If a non-employee director does not make such a Section 83(b) election, the fair market value of the shares on the date such shares vest will be treated as ordinary income to the non-employee director and will be taxable in the year vesting occurs. Dividends paid while the shares are subject to vesting, once themselves vested, will be taxable as ordinary income. The Company will be entitled to a business expense deduction in the same amount and at the same time as the non-employee director recognizes ordinary income.

If a non-employee director elects to defer shares received under the 2017 Non-Employee Directors Plan, U.S. federal income taxation will be deferred to the date of delivery of the shares in accordance with the deferral election. In addition, the Company’s business expense deduction will be in the same amount and at the same time as the non-employee director recognizes ordinary income.

Unless you specify otherwise in your proxy/voting instruction card or in the instructions you give on the Internet or by telephone, your proxy will be votedFOR approval of the NextEra Energy, Inc. 2017 Non-Employee Directors Stock Plan.

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Securities Authorized For Issuance Under Equity Compensation Plans

NextEra Energy’s equity compensation plan information as of December 31, 2016 is as follows:

The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use and potential risk of corporate assets. Weassets in elections.

THEREFORE, we urge your support for this critical governance reform.

Political Contributions Disclosure—Proposal 64

The Board believes that adopting the shareholder proposal (the “Proposal”) would not be in the best interests of the Company or its shareholders.

The very same proposalCompany’s political engagement significantly benefits its shareholders and customers.

The Company’s active political engagement strategy helps support constructive political and regulatory environments throughout the U.S. and creates long-term shareholder value. In Florida, a constructive regulatory environment is a key foundation to the Company’s regulated utility strategy of further improving itsbest-in-class customer value proposition through smart capital investments that also benefit shareholders. This strategy has resulted in Florida Power & Light Company (“FPL”) delivering a customer bill that is approximately 30% below the national average and among the lowest in the nation, while providing industry leading reliability. In addition to saving customers more than $10 billion in fuel costs since 2001, FPL’s investments into highly efficient generation have reduced FPL’s CO₂ emissions rate by more than 35% since 2001, resulting in an emissions profile that is more than 30% below the national average. At NextEra Energy Resources, local, state and federal regulations govern every aspect of the Company’s renewable energy development business. Successful political engagement has supported the Company in becoming the world’s leading generator of energy from the same proponent was defeated bywind and the sun. Without the Company’s active political engagement, it is likely that overall renewable development within the U.S. would have been significantly lower than current levels. The Company believes that without active political engagement it would be less successful in advancing these corporate strategies and, as a result, reduce long-term shareholder value creation.

In response to shareholder feedback, in October 2019, the Company implemented the Proposal’s key objectives.

The Company received a substantially identical shareholder proposal at its 2019 annual meeting of shareholders at(“2019 annual meeting”). That proposal received the 2015 and 2016 annual meetingssupport of shareholders. The same proposal was presented on behalfapproximately 48.7% of the Fundvotes cast. As discussed above in theGovernance Highlights section at page 4, following the Company’s 20152019 annual meeting, the Company engaged in an extensive shareholder outreach program to better understand shareholder views on political expenditures and 2016 annual meetings of shareholders andassociated disclosures. During its outreach program, the Company sought to engage with the Company’s top 50 shareholders, rejected this proposal with 60.4% and 57.3%, respectively,representing more than 52% of votes cast voting against the proposal.

NextEra Energy recently updated its website to provide additional information related to political contributions.Company’s outstanding shares. The Company updated its website this year to place filed lobbying reports directly onultimately engaged with 25 of these shareholders, representing more than 40% of the Company’s website.outstanding shares. In response to feedback gathered from its outreach efforts, as described in more detail below, the Company enhanced its Political Engagement Policy (the “Policy”), which governs the Company’s political contributions and expenditures. The Company also increased its disclosure of its political contributions and expenditures. As a result muchof these enhancements, the Company has implemented the key objectives of the information requestedProposal. As stated in the shareholder proposal is now available directly onProponent’s supporting statement, the Proposal seeks greater transparency and accountability with respect to the Company’s website.political expenditures. The enhancements described below deliver greater transparency and accountability with respect to the Company’s political expenditures and, on several topics, provide disclosure above that requested by the Proposal. The Company also added additional navigation links to provide easier access to the political contributions policy and information.

NextEra Energy needs to be an effective participant in the legislative and regulatory process.The Company is closely regulated and subject to legislation that can impact the Company’s operations and profitability. The Board believes that it is inany additional disclosure or processes would not add significant value, would not be a prudent use of Company resources and would also be detrimental to the best interests of the Company and its shareholders.

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The Company’s Political Engagement Policy has been enhanced to provide formal oversight of political expenditures by the Governance & Nominating Committee of the Board.

During the outreach process, shareholders for NextEra Energy to be an effective participantexpressed a primary concern of ensuring that there was formalized Board oversight of the Company’s engagement in the political process. LawsIn response, the Company formalized board-level oversight of the Company’s political expenditures and policies enacteddisclosures. The Company enhanced its Policy (available on its website³), giving specific responsibility to the Board’s Governance and adoptedNominating Committee, composed entirely of independent directors, to review at least annually the following political activities: contributions by federal, stateThe NextEra Energy, Inc. Political Action Committee (“Company PAC”); contributions by the Company to candidates and local authorities can have acommittees; the Company’s contributions to all U.S.tax-exempt organizations that are primarily engaged in political activities; and the Company’s significant impacttrade association memberships and dues.

Trade Association membership information is now provided on the Company’s website and the Company conducts an annual review of trade association memberships to ensure overall alignment with Company strategy.

The Company now discloses on its website trade association dues in excess of $25,000 and its customers, employees and shareholders. NextEra Energy actively encouragesthe portion allocable to federal lobbying activities. Certain shareholders also indicated that oversight should include a review of the Company’s memberships in trade associations to ensure that the trade associations’ public policy that furthers its ability to provide the cleanest, most reliable electricity to its customers and to operate efficiently, safely and profitably. NextEra Energy’s activepositions or participation in political processes and public policy discussions is appropriateare appropriately aligned with the Company’s corporate strategy. The enhanced Policy requires an annual review of significant trade association memberships by the Company’s Vice President, Government Affairs-Federal to ensure that public officials are informed about key issues that affecttrade association participation aligns with the Company’s interestsstrategy. Any policy positions that may be in conflict with the Company’s strategy and those of its customers, employeesobjectives will be reviewed with the Chairman and shareholders andChief Executive Officer of the communitiesCompany to ensure that participation in these organizations continues to provide an overall benefit to the Company.

Extensive disclosure of political engagement activities has been added to the Company’s website.

Also in response to shareholder feedback, the Policy was amended to require the Company serves.“to publicly disclose on its website, within 180 days after the end of each calendar year, its annual Significant Trade Association Dues, its expenditures for federal and state lobbying and contributions from the Company PAC, among other pertinent information.” As a result, the Company now discloses on its website⁴ specific contributions by the Company PAC to federal candidates, federal committees, state candidates and state committees; Company lobbying reports submitted for state lobbying activities; federal lobbying disclosures; links to Federal Election Commission and Lobbying Disclosure Act reports; and links to over 30 state lobbying registration commissions. Although publication of much of this information was previously publicly available, the Company website now aggregates this wide-ranging information, making it more easily accessible and viewable by shareholders. The additional disclosure goes above and beyond that requested by the Proposal.

NextEra Energy already has a Political Contributions Policy and itsThe Company’s political contributionsexpenditures are regulated by the governmentstate and U.S. federal laws..NextEra Energy

The Company maintains a rigorous compliance process to ensure that the Company’sits political activities are lawful, properly disclosed and aligned with its Code of Business Conduct & Ethics. Political contributionsexpenditures also are also subject to comprehensive regulation by federal, state and local governments with detailed disclosure requirements, including requirements to file reports with appropriate state and federal agencies on lobbying-related activities and expenditures. NextEra EnergyThe Company is committed to compliance with all such applicable laws.

The proposal is unnecessary and duplicative because NextEra Energy’s political contributions are already subject to extensive disclosure requirements.The Board believes that adoption of this resolution is unnecessary and duplicative. NextEra Energy already discloses its Political Contributions Policy and the process for and the titles of the individuals responsible for authorizing contributions pursuant to this policy. NextEra Energy already reports corporate lobbying-related activities and expenditures as required to appropriate federal, state and local agencies. Information about the Political Contributions Policy and NextEra Energy’s political action committee (“PAC”) contributions and current lobbying activities can be found on the Company’s website athttp://www.investor.nexteraenergy.com and in reports filed with various state and federal agencies, which are also available through links on the Company’s website.

Additional detailed disclosure requirementsof political expenditures or too frequent disclosure could hinder the Company’s ability to pursue its business and strategic objectivesobjectives.. It is the Board’s view that subjecting

Subjecting the Company to additional disclosure requirements could hinder the Company’sits ability to pursue its business and strategic objectives. SuchThe development cycle for clean and renewable energy projects takes many years. Additional or more frequent disclosure would make it easier forclearly indicate to competitors and othersopponents of energy projects where and what kind of projects the Company intends to discerndevelop and operate. This could prevent or greatly hinder the Company’s public policydevelopment and operating goals and objectives and, consequently, be detrimental to shareholders.

In considering and approving the enhanced Policy, the Governance & Nominating Committee balanced shareholder feedback on political strategies and implement strategies opposed toexpenditure disclosure with the Company’s public policy goals, which would preventneed to effectively pursue its strategic objectives. The Company believes that the achievement of such goalsenhanced Policy approved by the Governance & Nominating Committee in October 2019 strikes an appropriate balance between the shareholder feedback discussed above and could negatively affect the Company’s ability to maintain its effectiveness as a participant in political processes at the local, state and federal levels.

The Company believes that its operations and results. NextEra Energy’s responsible participation in the political process and its associated prudent expenditures in connection with such participation are in the best interests of the Company, its shareholders and its customers.

Unless you specify otherwise in your proxy/confidential voting instruction card or in the instructions, you give on the Internet or by telephone, your proxy will be votedAGAINST proposal 6.4.

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In accordance with Securities and Exchange Commission (“SEC”) regulations, the text of this shareholder proposal and supporting statement appear exactly as received by the Company. The shareholder proposal may contain assertions about the Company or other matters that the Company believes are incorrect, but the Company has not attempted to refute all of those assertions. All statements contained in the shareholder proposal and supporting statement are the sole responsibility of the proponent. The Company disclaims responsibility for the content of the proposal and the supporting statement.

The Company will provide the name, address and share ownership information of the proponent of Proposal 5 promptly upon receipt by the Corporate Secretary of an oral or written request for that information.

Proposal 5—Right to Act by Written Consent

Resolved, NextEra Energy (“NEE” or “Company”) shareholders request our board of directors undertake steps as necessary to permit written consent by shareholders entitled to cast the minimum number of votes necessary to authorize action at a meeting at which all shareholders entitled to vote were present and voting. This written consent is to be consistent with giving shareholders the fullest power to act by written consent consistent with applicable law, including the ability to initiate any topic for written consent consistent with applicable law.

Supporting Statement

Shareholder rights to act by written consent and special meetings are often complimentary ways to bring urgent matters to the attention of management and shareholders outside the annual meeting cycle.

Many boards and investors assume a false equivalency between rights of written consent and special meetings. However, any shareholder, regardless how many (or few) shares she owns, can seek to solicit written consents on a proposal.

By contrast, calling a special meeting may require atwo-step process. A shareholder who does not own the minimum shares required must first obtain the support of other shareholders. Once that meeting is called, the shareholder must distribute proxies asking shareholders to vote on the proposal to be presented at the special meeting. Thistwo-step process can take more time and expense than theone-step process of soliciting written consents, especially at our Company, which allows only investors with 20% of outstanding shares to call a special meeting, instead of 10%, as allowed by many companies.

Blackrock’s proxy voting guidelines for 2019 include the following:

In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. We therefore believe that shareholders should have the right to solicit votes by written consent provided that: 1) there are reasonable requirements to initiate the consent solicitation process (in order to avoid the waste of corporate resources in addressing narrowly supported interests); and 2) shareholders receive a minimum of 50% of outstanding shares to effectuate the action by written consent.

The topic won majority votes recently at Kansas City Southern, Flowserve, JetBlue, United Rentals, Capital One Financial, Cigna, Applied Materials, Nuance Communications, Netflix, Newell Brands, Gillead Sciences, L3 Technologies, Eastern Chemical Company, and HP.

Our Company should join the hundreds of major companies that enable shareholders to act by written consent.

Increase Shareholder Value

Vote for Right to Act by Written Consent—Proposal 5

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The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders.

NextEra Energy provides opportunities for shareholders to participate in proposed actions through annual meetings and special meetings.

Under the Bylaws, shareholders may present items for consideration at an annual or special meeting of shareholders. Shareholders may propose items for business at the annual meeting by following the procedures set forth in the Company’s governing documents. Shareholders owning at least 20% of the Company’s common stock may call a special meeting in between annual meetings. Shareholder meetings allow all shareholders to consider, discuss and vote on pending shareholder actions. Additionally, shareholder meetings provide that accurate and complete information about the proposed action is widely distributed in a proxy statement before the meeting, which promotes a well-informed discussion and consideration of the merits of the proposed action.

NextEra Energy also provides shareholders the opportunity to nominate directors through proxy access.

The Bylaws permit, on specified terms, a shareholder, or a group of up to 20 shareholders, owning continuously for at least three years shares representing an aggregate of at least 3% of the Company’s outstanding common shares to nominate and include in the Company’s proxy materials director nominees for up to 20% of the current membership of the Board or two directorships, whichever is greater. This provides yet another way for shareholders to participate in the governance of the Company.

Action by written consent is not an effective means for shareholders to express their views.

Action by written consent permits a small group of shareholders with no fiduciary duties to other shareholders to initiate action with no prior notice either to other shareholders or to the Company. This prevents all shareholders from having an opportunity to deliberate in an open and transparent manner and to consider arguments for and against any action, including the Company’s position. Additionally, proponents of an action by written consent do not need to satisfy any holding requirements with respect to the common stock. This would allow shareholders engaging in short-term speculation to potentially determine the outcome of any particular issue. Such shareholders may not act in the interests of long-term holders of the Company’s common stock.

NextEra Energy actively engages with shareholders in order to provide an open and constructive forum for dialogue.

The Company’s shareholder engagement efforts allow the Company to better understand our shareholders’ priorities and perspectives and enable the Company to effectively address the issues that matter most to its shareholders. The Company values the input and insights of its shareholders and is committed to continued engagement. In 2019 alone, the Company held more than 400 meetings or calls with more than 370 different institutional investors.

NextEra Energy has an established process by which shareholders may communicate with the Board.

In addition to annual and special meetings, shareholders have other avenues for raising important matters with the Board. The Company has procedures in place that provide its shareholders with the opportunity to communicate directly with members of the Board, including the independent Lead Director, as described in this proxy statement.

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NextEra Energy has strong corporate governance practices in place.

In addition to providing for shareholders’ right to call special meetings, the Company has an annually-elected Board, a majority voting standard for election of directors in uncontested elections, an independent Lead Director and proxy access bylaw provisions as described above. The Company’s governance practices are more fully described inGovernance Highlights of this proxy statement.

Unless you specify otherwise in your voting instructions, your proxy will be votedAGAINST proposal 5.

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INFORMATION ABOUT NEXTERA ENERGY AND MANAGEMENTInformation About NextEra Energy and Management

Section 16(a) Beneficial Ownership Reporting Compliance

The Company’s directors and executive officers are required to file initial reports of ownership and reports of changes of their beneficial ownership of NextEra Energy common stock with the SEC pursuant to Section 16(a) of the Exchange Act. Based solely upon a review of these filings and written representations from the directors and executive officers that no other reports were required of them, the Company believes that all required filings were timely made in 2019.

The Company’s Security Trading Policy

The Company’s Security Trading Policy (the “Trading Policy”) applies to Directors and officers of the Company and prohibits hedging transactions with respect to securities of the Company. The Trading Policy provides in relevant part as follows: “Additional Prohibited Transactions. The Company considers it improper and inappropriate for any Company insider to engage in short-term or speculative transactions in the Company’s securities. It therefore is the Company’s policy that insiders may not engage in any of the following transactions: …Hedging Transactions. Certain forms of hedging or monetization transactions with respect to the Company’s securities, such as prepaid variable forwards, equity swaps and collars, allow an insider to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the insider to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the insider may no longer have the same objectives as the Company’s other shareholders. Therefore, these transactions are prohibited under this Policy….”

Common Stock Ownership of Certain Beneficial Owners and Management

The following table shows the beneficial ownership of NextEra Energy common stock as of December 31, 20162019 by the only persons known by the Company to own beneficially more than 5% of the outstanding shares of the Company’s common stock:stock based on 489,432,876 shares outstanding as of March 23, 2020.

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The table below shows the number of shares of NextEra Energy common stock beneficially owned as of March 17, 201723, 2020 by each of NextEra Energy’s directors (all of whom are nominees for director) and each named executive officer listed inTable 1a: 2016 Summary Compensation Tablein the Executive Compensationsection of this proxy statement, as well as the number of shares beneficially ownedNEOs and by all of NextEra Energy’s directors and executive officers as a group. As of March 17, 2017, each individual beneficially owned less than 1%, and23, 2020, all directors and executive officers as a group beneficially owned less than 1%, of NextEra Energy common stock. No shares are pledged as security. The table also includes information about phantom or deferred shares credited to the accounts of NextEra Energy’s directors and executive officers under various compensation and benefit plans.

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Section 16(a) Beneficial Ownership Reporting Compliance

The Company’s directorsCorporate Governance and executive officers are required to file initial reports of ownership and reports of changes of their beneficial ownership of NextEra Energy common stock with the SEC pursuant to Section 16(a) of the Exchange Act. Based solely upon a review of these filings and written representations from the directors and executive officers that no other reports were required of them, the Company believes that all required filings were timely made in 2016.

CORPORATE GOVERNANCE AND BOARD MATTERSBoard Matters

Corporate Governance Principles & Guidelines/Code of Ethics

NextEra EnergyThe Board has had formal corporate governanceadopted the Governance Guidelines that set forth expectations for directors, director independence standards, in effect since 1994. The Governance & Nominating Committee is responsibleboard committee structure and functions and other policies for reviewing the Corporate Governance Principles & Guidelines and reporting and making recommendations to the Board concerning corporate governance matters.Company’s governance. NextEra Energy has adopted a Code of Ethics for Senior Executive and Financial Officers which applies to NextEra Energy’s chairman, president and chief executive officer, executive vice president, finance and chief financial officer, treasurer, chief tax officer, executive vice president & general counsel, vice president, controller and chief accounting officer, and the president and chief executive officers of FPL and NextEra Energy Resources, as well as a Code of Business Conduct & Ethics applicable to all representatives of NextEra Energy and its subsidiaries, including directors, officers and employees. The Corporate Governance Principles & Guidelines,employees, as well as a Code of Ethics for Senior Executive and Financial Officers and Code of Business Conduct & Ethics(“Senior Code”), which applies to certain senior executive officers. These documents are available on the Company’s website atwww.nexteraenergy.com/investors/governance.shtml.www.investor.nexteraenergy.com/corporate-governance. Any amendments or waivers of the Code of Ethics for Senior Executive and Financial Officers which are required to be disclosed to shareholders under SEC rulesCode will be disclosed on the NextEra Energyat this website at the address listed above.

Director Resignation Policy

Under the Bylaws, in an uncontested election, directors are elected by a majority of the votes cast. The Board has adopted a Policy on Failure of Nominee Director(s) to Receive a Majority Vote in an Uncontested Election (“Director Resignation Policy”), the effect of which is to require that, in any uncontested director election, any incumbent director who is not elected by the required vote shall offer to resign, and the Board shall determine whether or not to accept the resignation within ninety days of the certification of the shareholder vote. The Company will report the action taken by the Board under the Director Resignation Policy in a publicly-available forum or document.

The Bylaws provide that, in a contested election, director nominees are elected by a plurality of the votes cast.address.

Director Independence

The Board conducts an annual review regarding the independence from the Company’s management of each of its members and, in addition, assesses the independence of any new member at the time that the new member is considered for appointment or nomination for election to the Board. TheIn assessing independence, the Board considers all relevant facts and circumstances and uses the criteria set forth instandards established by the NYSE corporate governance independence standards (the “NYSE standards”New York Stock Exchange (“NYSE”) to assess director independence. These standards areand also set forth or referred to in the Corporate Governance Principles & Guidelines, a copy of which is available on the Company’s website atwww.nexteraenergy.com/investors/governance.shtml.Guidelines. The NYSE standards and the Corporate Governance Principles & Guidelines require that NextEra Energy hashave a majority of independent directors and provide that the Board must affirmatively determine with respect tothat each such director that the director has no material relationship with the Company (either directly or as a

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partner, shareholder or officer of an organization that has a relationship with the Company) in order to determine that the director is independent. As set forth in the Corporate Governance Principles & Guidelines, the Board considers all relevant facts and circumstances in making independence determinations. In particular, when assessing the materiality of a director’s relationship (if any) with the Company, the Board considers materiality both from the standpoint of the director and from the standpoint of persons or organizations with which the director has an affiliation. Material relationships for this purpose may include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.

In addition to the subjective standard described above, the NYSE standards have objective tests for determining who is an “independent director.” Under the objective tests, a director cannot be considered independent if he or she:

The NYSE standards and the Corporate Governance Principles & Guidelines also require that each of the Compensation Committee, the Governance & Nominating Committee and the Audit Committee consist entirely of independent directors. The NYSE standards and Rule 10A-3 under the Exchange Act include the additional requirement that members of the Audit Committee may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than their director compensation. The NYSE standards also require that, when determining the independence of members of the Compensation Committee, the Board is to consider all factors specifically relevant to determining whether a director has a relationship with NextEra Energy which is material to the director’s ability to be independent from management in connection with the director’s duties on the Compensation Committee, including, but not limited to, consideration of the sources of compensation of Compensation Committee members, including any consulting, advisory or other compensatory fees paid by NextEra Energy, and whether any Compensation Committee member is affiliated with NextEra Energy or any of its subsidiaries or affiliates. Compliance by Audit Committee members and Compensation Committee members with these requirements is separately assessed by the Board.

Based on its review, conducted in accordance with the Company’s Corporate Governance Principles & Guidelines and the NYSE standards, the Board determined in February 2017 that Sherry S. Barrat, James L. Camaren, Kenneth B. Dunn, Naren K. Gursahaney, Kirk S. Hachigian, Toni Jennings, Amy B. Lane, David L. Porges, Rudy E. Schupp, John L. Skolds, William H. Swanson, and Hansel E. Tookes, II,Darryl L. Wilson, constituting all 11 12non-employee directors, of NextEra Energy, are independent under the NYSE standards (including, where applicable, the

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separate Audit Committee and Compensation Committee standards) and the Corporate Governance Principles & Guidelines.

In determining that Mr. Schupp is independent, the Board considered that a NextEra Energy subsidiary has employed Mr. Schupp’s son since June 2011 innon-executive business roles, for total compensation in 20162019 of approximately $141,000. In determining that Mr. Gursahaney is independent, the Board considered that, in 2016, a NextEra Energy subsidiary purchased electrical transformers, through transactions determined by competitive bids, from a manufacturer in which Mr. Gursahaney’s sister-in-law is an owner and in which Mr. Gursahaney has no interest of any nature.$190,000.

Board Leadership Structure

As set forth in the Corporate Governance Principles & Guidelines, theThe Board believes that the decision as to who should serve as chairman and as chief executive officer (“CEO”) and whether the offices should be combined or separate, is properly the responsibility of the Board to be exercised from time to time in appropriate consideration of the Company’s then-existing characteristics or circumstances. In view of the Company’s operating record, including its role as a national leader in renewable energy generation, and the operational and financial opportunities and challenges faced by the Company, the Board’s judgment is that the functioning of the Board is generally best served by maintaining a structure of having one individual serve as both chairman and chief executive officer.CEO. The Board believes that having a single person acting in the capacities of chairman and chief executive officerCEO promotes unified leadership and direction for the Board and executive management and allows for a single, clear focus for the chain of command to execute the Company’s strategic initiatives and business plans and to address its challenges. However, in certain circumstances, such as the transition from one chief executive officerCEO to another, the Board believes that it may be appropriate for the roles of the chief executive officerCEO and the chairman to be separated.

The Board has an independent Lead Director selected by and from the independent directors (with strong consideration given to present and past committee chairs). The Lead Director serves atwo-year term if continuing as a director, commencing on the date of the Company’s annual meeting of shareholders. Unless the independent directors determine otherwise due to particular circumstances, no director will serve as the Lead Director for more than onetwo-year term on a consecutive basis. In 2016,Rudy E. Schupp currently serves as the Lead

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Director, having been appointed in May 2018. The independent directors selected Sherry S. Barratwill appoint a successor to serveMr. Schupp as the Lead Director untilat the 2018 annual meeting of shareholders.the Board immediately following the 2020 annual meeting.

The Lead Director has the following duties and authorities:

Executive sessions of the independent directors are provided for in the agenda for each regularly-scheduled Board meeting and each regularly-scheduled committee meeting (other than quarterly earnings review meetings of the Audit Committee). As noted above, the Lead Director chairs the Board executive sessions and thereafter provides feedback to the chief executive officer. Committee executive sessions are chaired by the committee chairs, all of whom are independent directors (with the exception of the Executive

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Committee, which is chaired by the chairman of the board and meets only on an as-needed basis). The Board believes that having an independent Lead Director, regular Board and committee executive sessions, a substantial majority of independent directors and the corporate governance structures and processes described in this proxy statement allowsallow the Board to maintain effective oversight of management.

Board Refreshment and Diversity

Board Refreshment. Each year the Board engages in a self-evaluation process which is conducted by the Governance & Nominating Committee. Members of the Board are surveyed to assess the effectiveness of the Board’s membership and oversight processes and to solicit input from members of the Board for improvements to the Board’s functions. With the input of the Governance & Nominating Committee, recommendations from Board members are incorporated into Board processes and Board agenda topics. This annual self-evaluation process ensures that the Board periodically considers improvements to Board processes and procedures.27

Board Role in Risk Oversight

The Board discharges its risk oversight responsibilities primarily through its committees, each of which reportscommittees. The Board exercises its activities to the Board at the next succeeding Board meeting. Therole in risk oversight responsibilitiesin a variety of the committees includeways, including the following:

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NextEra Energy’s chief executive officer servesCEO, as the Company’s chief risk officer. In that capacity, the chief executive officer, together with other members of the Company’s senior management team, oversees the execution and monitoring of the Company’s risk management policies and procedures. NextEra Energy’s management maintains a number of risk oversight committees that assess operational and financial risks throughout the Company. NextEra Energy also has a Corporate Risk Management Committee, composed of senior executives, that assesses the Company’s strategic risks and the strategies employed to mitigate those risks. The Board committees discussed above meet periodically with the Company’s senior management team to review the Company’s risk management practices and key findings.

Board Evaluations

Each year the Board engages in a self-evaluation process which is conducted by the Governance & Nominating Committee. Members of the Board are surveyed to assess the effectiveness of the Board’s membership and oversight processes and to solicit input from members of the Board for improvements to

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the Board’s functions. With the input of the Governance & Nominating Committee, recommendations from Board members are incorporated into Board processes and Board agenda topics. This annual self-evaluation process ensures that the Board periodically considers improvements to Board processes and procedures.

Director Meetings and Attendance

The Board and its committees meet on a regular schedule and also hold special meetings from time to time. Executive sessions of the independent directors are scheduled in the agenda for each regularly-scheduled Board meeting. The Board met sevensix times in 2016.2019. Each director attended at least 75%more than 94% of the total number of Board meetings and meetings of the committees on which he or she served during the period of such director’s committee service.

2019. Absent circumstances that cause a director to be unable to attend the Board meeting held in conjunction with the annual shareholders’ meeting, Board members are required to attend the annual shareholders’ meeting. All 12 of theThe thirteen directors then in office at the time attended the 20162019 annual meeting of shareholders.

Board Committees

The standing committees of the Board are the Audit Committee, the Compensation Committee, the Governance & Nominating Committee, the Finance & Investment Committee, the Nuclear Committee and the Executive Committee. The committees regularly report their activities and actions to the full Board, generally at the Board meeting next following the committee meeting. Executive sessions are held after each regularly-scheduled committee meeting (other than quarterly earnings review meetings of the Audit Committee) and are chaired by the committee chairs. Each of the committees operates under a charter approved by the Board and each committee (other than the Executive Committee) conducts an annual self-evaluation of its performance. The charter of each of the Audit Committee, the Compensation Committee and the Governance & Nominating Committee is required to comply with the NYSE corporate governance requirements. There are no NYSE requirements for the charters of the Finance & Investment Committee, the Nuclear Committee or the Executive Committee. Each of the committees is permitted to take actions within its authority through subcommittees, and references in this proxy statement to any of those committees include any such subcommittees. Current copies of the charters of the committees are available on the Company’s website atwww.nexteraenergy.com/investors/governance.shtml.www.investor.nexteraenergy.com/corporate-governance. The current membership and primary functions of the committees are described below.

Audit Committee

NextEra Energy has an Audit Committee established in accordance with applicable provisions of the Exchange Act and the NYSE standards. The Audit Committee is currently composed of Mrs. Barrat, Ms. Jennings and Messrs. Swanson (Chair), Gursahaney and Skolds. The Audit Committee met nine times in 2016, and at such meetings met regularly with Deloitte & Touche and the internal auditor, both privately and in the presence of management. The Audit Committee has the authority to appoint or replace the Company’s independent registered public accounting firm and approves all permitted services to be performed by the firm. The Audit Committee also approves the engagement of any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services. The Audit Committee assists the Board in overseeing the integrity of the financial statements, compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications, performance and independence, the performance of the Company’s

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Consideration of Director Nominees

Proxy Access Shareholder Nominees

The Bylaws permit a shareholder, or a group of up to 20 shareholders, owning continuously for at least three years shares of NextEra Energy representing an aggregate of at least 3% of the Company’s outstanding shares to nominate and include in the Company’s proxy materials director nominees for up to 20% of the current membership of the Board or two directorships, whichever is greater, provided that the shareholder(s) and nominee satisfy the requirements in the Bylaws. Notice of proxy access director nominees for the 2021 annual meeting of shareholders should be addressed to the Corporate Secretary, NextEra Energy, Inc., P.O. Box 14000, 700 Universe Boulevard, Juno Beach, Florida 33408-0420 and must be received no earlier than November 3, 2020 and no later than the close of business on December 3, 2020. A copy of the Bylaws containing the complete proxy access requirements is available on NextEra Energy’s website atwww.investor.nexteraenergy.com/corporate-governance.

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Other Shareholder Nominees

The policy of the Governance & Nominating Committee is to consider properly submitted shareholder nominations of candidates for membership on the Board. Shareholder nominations are reviewed in the same manner as candidates identified by or recommended to the Governance & Nominating Committee. Any shareholder nominations proposed for consideration by the Governance & Nominating Committee should include the nominee’s name and qualifications for Board membership, should include all information that the Bylaws require for director nominations and should be addressed to the Corporate Secretary, NextEra Energy, Inc., P.O. Box 14000, 700 Universe Boulevard, Juno Beach, Florida 33408-0420. A copy of the Bylaws is available on NextEra Energy’s website atwww.investor.nexteraenergy.com/corporate-governance. In order for nominations to be timely under the advance notice requirements of the Bylaws for the 2021 annual meeting, they must be received no earlier than January 21, 2021 and no later than February 20, 2021.

Communications with the Board

The Board has established procedures by which shareholders and other interested parties may communicate with the Board, any Board committee, the Lead Director and any one or more of the other directors. Such parties may write to one or more of the directors, care of the General Counsel, NextEra Energy, Inc., P.O. Box 14000, 700 Universe Boulevard, Juno Beach, Florida 33408-0420, or send ane-mail to: boardofdirectors@nexteraenergy.com. They may also contact any member of the Audit Committee with a concern under the Code of Business Conduct & Ethics by calling561-694-4644.

The Board has instructed the General Counsel to assist the Board in reviewing all written communications to the Board, any Board committee or any director as follows:

Communications that are of a personal nature or not related to the duties and responsibilities of the Board, are unduly hostile, threatening, illegal or similarly inappropriate or unsuitable, are conclusory or vague in nature, or are surveys, junk mail, resumes, service or product inquiries or complaints, or business solicitations or advertisements, generally will not be forwarded to any director unless the director otherwise requests or the General Counsel determines otherwise.

Website Disclosures

NextEra Energy will disclose the following matters, if such matters should occur, on its website atwww.investor.nexteraenergy.com/corporate-governance.

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Transactions with Related Persons

In 2007, the Board adopted a Related Person Transactions Policy (the “Policy”) for the review and approval of Related Person Transactions by the Governance & Nominating Committee. Transactions and series of transactions exceeding $120,000 in any fiscal year involving the Company and in which any Related Person has a direct or indirect material interest are governed by the Policy. Related Persons under the Policy are executive officers, directors and nominees for director of NextEra Energy, any beneficial owner of more than 5% of any class of NextEra Energy’s voting securities and any immediate family member of any of the foregoing persons.

In considering whether to approve a Related Person Transaction, the Governance & Nominating Committee (or its Chair, to whom authority has been delegated under certain circumstances) considers such factors as it (or the Chair) deems appropriate, which may include: (1) the Related Person’s relationship to NextEra Energy and interest in the transaction; (2) the material facts of the proposed Related Person Transaction, including the proposed value of such transaction or, in the case of indebtedness, the principal amount that would be involved; (3) the benefits to NextEra Energy and its shareholders of the Related Person Transaction; and (4) an assessment of whether the Related Person Transaction is on terms that are comparable to the terms that would be available to an unrelated third party.

The Policy provides for standing approval for certain categories of Related Person Transactions without the need for specific approval by the Governance & Nominating Committee. These categories include (1) certain transactions with other companies where the Related Person’s only relationship is as an employee (other than an executive officer), partner or principal, if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of the other company’s gross annual revenues in its most recently-completed fiscal year and (2) charitable contributions, grants or endowments by NextEra Energy to charitable organizations, foundations or universities with which a Related Person’s only relationship is as an employee (other than an executive officer) or a trustee, if the aggregate amount involved does not exceed the lesser of $500,000 or 2% of the charitable organization’s total annual receipts in its most recently completed fiscal year.

During 2019, three providers of investment management and administrative services to the Company were also beneficial owners of more than 5% of NextEra Energy’s outstanding common stock. The nature and value of services provided by these 5% shareholders and their affiliates are described below:

NextEra Energy believes that the terms of the services described above are comparable to the terms that would be available to an unrelated third party under the same or similar circumstances.

During 2019, the adult son of Mr. Rudy E. Schupp was employed by a subsidiary of NextEra Energy as a Project Director. His total compensation for 2019 was approximately $190,000, and he was eligible for company benefits available to all other employees in a similar position.

During 2019, a NextEra Energy subsidiary purchased approximately $6.5 million of electrical transformers and related equipment, through transactions determined by competitive bids, from a manufacturer in which Mr. Gursahaney’ssister-in-law is an owner and in which Mr. Gursahaney has no interest of any nature.

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Audit-Related Matters

Audit Committee Report

The Audit Committee submits the following report for 2019:

In accordance with the written Audit Committee Charter, the Audit Committee assists the Board of Directors (“Board”) in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. During 2019, the Audit Committee met eight times, including four meetings where, among other things, the Audit Committee discussed the interim financial information contained in each quarterly earnings announcement with the chief financial officer, the chief accounting officer and the independent registered public accounting firm prior to public release.

In discharging its oversight responsibility as to the audit process, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the firm’s independence. The Audit Committee has reviewed any relationships that may affect the objectivity and independence of the independent registered public accounting firm and has satisfied itself as to the firm’s independence. The Audit Committee also discussed with management, the internal auditors and the independent registered public accounting firm the quality and adequacy of the Company’s internal controls and the internal audit function’s organization, responsibilities, resources and staffing. The Audit Committee reviewed with both the independent registered public accounting firm and the internal auditors their audit plans, audit scope and identification of audit risks.

The Audit Committee discussed and reviewed with the independent registered public accounting firm all communications required by generally accepted auditing standards, including those required to be discussed by PCAOB Auditing Standard No. 1301, “Communications with Audit Committees,” and discussed and reviewed the results of the firm’s audit of the financial statements. The Audit Committee also discussed the results of the internal audit examinations.

The Audit Committee reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2019 with management and the independent registered public accounting firm. Management has the responsibility for the preparation of the Company’s financial statements and the independent registered public accounting firm has the responsibility for the audit of those statements.

Based on the above-mentioned review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form10-K for the year ended December 31, 2019, for filing with the Securities and Exchange Commission.

In addition, and in accordance with the Audit Committee Charter, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm management’s internal control report, management’s assessment of the internal control structure and procedures of the Company for financial reporting and the independent registered public accounting firm’s opinion on the effectiveness of the Company’s internal control over financial reporting, all as required to be included in the Company’s Annual Report on Form10-K for the year ended December 31, 2019.

As specified in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles. These are the responsibilities of the Company’s independent registered public accounting firm and management. In discharging its duties, the Audit Committee has relied on (1) management’s representations to us that the financial statements prepared by

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management have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles and (2) the report of the independent registered public accounting firm with respect to such financial statements.

Respectfully submitted,

William H. Swanson, Chair

Kenneth B. Dunn

Naren K. Gursahaney

Toni Jennings

John L. Skolds

Darryl L. Wilson

Fees Paid to Deloitte & Touche

The following table presents fees billed for professional services rendered by Deloitte & Touche, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates, for the fiscal years ended December 31, 2019 and 2018.