| YOUR VOTE IS IMPORTANT PLEASE SUBMIT YOUR PROXY PROMPTLY | |
| ELECTRONIC DELIVERY OF PROXY MATERIALS | | | | | 1 | | |
| ABOUT THE ANNUAL MEETING | | | | | 2 | | |
| BUSINESS OF THE ANNUAL MEETING | | | | | 8 | | |
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| INFORMATION ABOUT NEXTERA ENERGY PARTNERS AND MANAGEMENT | | | | | | | |
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| CORPORATE GOVERNANCE AND BOARD MATTERS | | | | | | | |
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| AUDIT-RELATED MATTERS | | | | | | | |
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| EXECUTIVE COMPENSATION | | | | | | | |
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| DIRECTOR COMPENSATION | | | | | | | |
| UNITHOLDER PROPOSALS FOR | | | | | | | |
| NO INCORPORATION BY REFERENCE | | | | | | |
| | Unit Owner | | | | Ownership | | | | Original Votes | | | | Original Voting % of Total Outstanding Votes | | | | 5% of Outstanding Units Director Voting Limitation Votes Removed | | | | Actual Votes after 5% of Outstanding Units Director Voting Limitation | | | | Voting % After 5% of Outstanding Units Director Voting Limitation | | | | Unit Owner | | | | Ownership | | | | Original Votes | | | | Original Voting % of Total Outstanding Votes | | | | 5% of Outstanding Units Director Voting Limitation Votes Removed | | | | Actual Votes after 5% of Outstanding Units Director Voting Limitation | | | | Voting % After 5% of Outstanding Units Director Voting Limitation | | |
| | NextEra Energy Group | | | | 57% | | | | 570 | | | | 57% | | | | (520) | | | | 50 | | | | 11.6% | | | | NextEra Energy Group | | | | 57% | | | | 570 | | | | 57% | | | | (520) | | | | 50 | | | | 11.6% | | |
| | 10% Holder | | | | 10% | | | | 100 | | | | 10% | | | | (50) | | | | 50 | | | | 11.6% | | | | 10% Holder | | | | 10% | | | | 100 | | | | 10% | | | | (50) | | | | 50 | | | | 11.6% | | |
| | Other Public Unitholders | | | | 33% | | | | 330 | | | | 33% | | | | - | | | | 330 | | | | 76.7% | | | | Other Public Unitholders | | | | 33% | | | | 330 | | | | 33% | | | | - | | | | 330 | | | | 76.7% | | |
| | TOTAL | | | | 100% | | | | 1,000 | | | | 100% | | | | (570) | | | | 430 | | | | 100.0% | | | | TOTAL | | | | 100% | | | | 1,000 | | | | 100% | | | | (570) | | | | 430 | | | | 100.0% | | |
| | Unit Owner | | | | Votes Cast After 5% of Outstanding Director Voting Limitation | | | | % of Votes Cast of Total Outstanding Units Votes | | | | 10% of Votes Cast Director Election Cutback Votes Removed | | | | Votes Cast After 10% of Votes Cast Director Election Cutback | | | | % of Votes Cast After 10% of Votes Cast Director Election Cutback | | |
| | NextEra Energy Group | | | | 50 | | | | 11.6% | | | | (8) | | | | 42 | | | | 9.77% | | |
| | 10% Holder | | | | 50 | | | | 11.6% | | | | (8) | | | | 42 | | | | 9.77% | | |
| | Other Public Unitholders | | | | 330 | | | | 76.7% | | | | - | | | | 330 | | | | 76.74% | | |
| | Proportional Votes | | | | - | | | | - | | | | - | | | | 16 | | | | 3.72% | | |
| | TOTAL | | | | 430 | | | | 100.0% | | | | (16) | | | | 430 | | | | 100% | | |
| | Unit Owner | | | | Votes Cast | | | | % of Votes Cast of Total Outstanding Votes | | | | General 10% of Votes Cast Cutback Votes Removed | | | | Actual Votes Cast After General 10% of Votes Cast Cutback | | | | % of Votes Cast After General 10% of Votes Cast Cutback | | | | Unit Owner | | | | Votes Cast | | | | % of Votes Cast of Total Outstanding Votes | | | | General 10% of Votes Cast Cutback Votes Removed | | | | Actual Votes Cast After General 10% of Votes Cast Cutback | | | | % of Votes Cast After General 10% of Votes Cast Cutback | | |
| | NextEra Energy Group | | | | 570 | | | | 57% | | | | - | | | | 570 | | | | 57% | | | | NextEra Energy Group | | | | 570 | | | | 57% | | | | - | | | | 570 | | | | 57% | | |
| | 10% Holder | | | | 100 | | | | 10% | | | | (1) | | | | 99 | | | | 9.9% | | | | 10% Holder | | | | 100 | | | | 10% | | | | (1) | | | | 99 | | | | 9.9% | | |
| | Other Public Unitholders | | | | 330 | | | | 33% | | | | - | | | | 330 | | | | 33% | | | | Other Public Unitholders | | | | 330 | | | | 33% | | | | - | | | | 330 | | | | 33% | | |
| | Proportional Votes | | | | - | | | | - | | | | - | | | | 1 | | | | 0.1% | | | | Proportional Votes | | | | - | | | | - | | | | - | | | | 1 | | | | 0.1% | | |
| | TOTAL | | | | 1,000 | | | | 100% | | | | (1) | | | | 1000 | | | | 100% | | | | TOTAL | | | | 1,000 | | | | 100% | | | | (1) | | | | 1000 | | | | 100% | | |
| THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES | |
| THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS NEXTERA ENERGY PARTNERS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR | |
| THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL, BY NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF NEXTERA ENERGY PARTNERS’ NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT | |
| THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR 1 YEAR AS THE FREQUENCY OF FUTURE UNITHOLDER NON-BINDING ADVISORY VOTES ON THE COMPENSATION OF NEXTERA ENERGY PARTNERS’ NAMED EXECUTIVE OFFICERS | |
| | Title of Class | | | | Name and Address of Beneficial Owner | | | | Amount and Nature of Beneficial Ownership | | | | Percent of Class | | | | Title of Class | | | | Name and Address of Beneficial Owner | | | | Amount and Nature of Beneficial Ownership | | | | Percent of Class | | |
| | Special Voting Units | | | | NextEra Energy, Inc. 700 Universe Blvd. Juno Beach, FL 33408(1) | | | | 101,440,000 | | | | 100% | | | | Special Voting Units | | | | NextEra Energy, Inc. 700 Universe Blvd. Juno Beach, FL 33408(1) | | | | 100,602,000 | | | | 100% | | |
| | Common Units | | | | Neuberger Berman Group LLC 1290 Avenue of the Americas New York, NY 10104(2) | | | | 4,821,996 | | | | 6.6% | | | | Common Units | | | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055(2) | | | | 7,507,728 | | | | 9.0% | | |
| | Common Units | | | | NextEra Energy, Inc. 700 Universe Blvd. Juno Beach, FL 33408(1) | | | | 1,402,483 | | | | 1.8% | | | | Common Units | | | | FMR LLC 245 Summer Street Boston, MA 02210(3) | | | | 6,159,962 | | | | 7.12% | | |
| | Common Units | | | | NextEra Energy, Inc. 700 Universe Blvd. Juno Beach, FL 33408(1) | | | | 650,459 | | | | 0.32% | | |
| | Name | | | | Units Beneficially Owned | | | | Name | | | | Units Beneficially Owned | | | ||||||||||||||||
| Units Owned | | | | Units Which May Be Acquired Within 60 Days | | | | Total Units Beneficially Owned | | | | Units Owned | | | | Units Which May Be Acquired Within 60 Days | | | | Total Units Beneficially Owned | | | |||||||||
| | Susan D. Austin | | | | 19,470 | | | | 0 | | | | 19,470 | | | | Susan D. Austin | | | | 23,660 | | | | 0 | | | | 23,660 | | |
| | Robert J. Byrne | | | | 26,730 | | | | 0 | | | | 26,730 | | | | Robert J. Byrne | | | | 30,920 | | | | 0 | | | | 30,920 | | |
| | Mark E. Hickson | | | | 14,416 | | | | 0 | | | | 14,416 | | | | Terrell Kirk Crews II | | | | 4,068 | | | | 0 | | | | 4,068 | | |
| | John W. Ketchum | | | | 16,182 | | | | 0 | | | | 16,182 | | | | Mark E. Hickson | | | | 18,303 | | | | 0 | | | | 18,303 | | |
| | Peter H. Kind | | | | 26,400 | | | | 0 | | | | 26,400 | | | | John W. Ketchum | | | | 31,552 | | | | 0 | | | | 31,552 | | |
| | Rebecca J. Kujawa | | | | 7,462 | | | | 0 | | | | 7,462 | | | | Peter H. Kind | | | | 30,590 | | | | 0 | | | | 30,590 | | |
| | James L. Robo | | | | 191,697 | | | | 0 | | | | 191,697 | | | | Rebecca J. Kujawa | | | | 17,522 | | | | 0 | | | | 17,522 | | |
| | All directors and executive officers as a group (10 persons) | | | | 375,076 | | | | 0 | | | | 375,076 | | | | James L. Robo(1) | | | | 193,348 | | | | 0 | | | | 193,348 | | |
| | All directors and executive officers as a group (10 persons) | | | | 193,670 | | | | 0 | | | | 193,670 | | |
Party | | | Date of Agreement | | | Annual Fee | | |||
Adelanto Solar, LLC | | | April 7, 2015 | | | | $ | 125,000 | | |
Adelanto Solar II, LLC | | | April 7, 2015 | | | | $ | 125,000 | | |
Adelanto Solar Holdings, LLC | | | April 7, 2015 | | | | $ | 1 | | |
Ashtabula Wind II, LLC | | | January 1, 2010 | | | | $ | 133,000 | | |
Ashtabula Wind III, LLC | | | December 22, 2010, as amended and restated July 24, 2015 | | | | $ | 125,000 | | |
Baldwin Wind Energy, LLC | | | October 27, 2020 | | | | $ | 100,000 | | |
Bayhawk Wind, LLC | | | September 23, 2015 | | | | $ | 125,000 | | |
Blue Summit III Wind, LLC | | | March 18, 2020 | | | | $ | 100,000 | | |
Brady Interconnection, LLC | | | September 1, 2016 | | | | $ | 1 | | |
Brady Wind, LLC | | | September 1, 2016 | | | | $ | 125,000 | | |
Brady Wind II, LLC | | | September 1, 2016 | | | | $ | 125,000 | | |
Breckinridge Wind Project, LLC | | | August 28, 2015, as amended and restated October 12, 2015 | | | | $ | 125,000 | | |
Carousel Wind Farm, LLC | | | November 1, 2015 | | | | $ | 125,000 | | |
Cedar Bluff Wind, LLC | | | September 23, 2015 | | | | $ | 125,000 | | |
Cottonwood Wind Project, LLC | | | October 26, 2017 | | | | $ | 120,000 | | |
Desert Sunlight 250, LLC | | | September 29, 2011 | | | | $ | 350,000 | | |
Desert Sunlight 300, LLC | | | September 29, 2011 | | | | $ | 250,000 | | |
Desert Sunlight Holdings, LLC** | | | September 29, 2011 | | | | $ | 1 | | |
Elk City Wind, LLC | | | May 21, 2009, as amended as of February 22, 2010 | | | | $ | 122,400 | | |
FPL Energy Vansycle L.L.C. | | | December 19, 2003, as amended and restated July 24, 2015 | | | | $ | 206,000 | | |
Garden Wind, LLC | | | August 3, 2010 | | | | $ | 125,000 | | |
Genesis Purchaser, LLC (fka Canyon Wind, LLC) | | | August 23, 2012 | | | | $ | 1 | | |
Genesis Solar, LLC | | | August 22, 2011 | | | | $ | 125,000 | | |
Genesis Solar Funding, LLC | | | June 13, 2014 | | | | $ | 1 | | |
Golden Hills Interconnection, LLC | | | December 14, 2015 | | | | $ | 1 | | |
Golden Hills North, LLC | | | October 16, 2017 | | | | $ | 50,000 | | |
Golden Hills Wind, LLC | | | September 23, 2015 | | | | $ | 125,000 | | |
Golden Plains, LLC | | | October 27, 2020 | | | | $ | 75,000 | | |
Golden West Power Partners, LLC | | | September 23, 2015 | | | | $ | 125,000 | | |
Harmony Florida Solar, LLC | | | March 18, 2020 | | | | $ | 100,000 | | |
Javelina Interconnection, LLC | | | December 30, 2015 | | | | $ | 1 | | |
Javelina Wind Energy, LLC | | | December 30, 2015 | | | | $ | 62,500 | | |
Javelina Wind Energy II, LLC | | | September 20, 2016 | | | | $ | 100,000 | | |
Javelina Wind Energy Holdings, LLC | | | December 30, 2015, as amended November 15, 2017 | | | | $ | 1 | | |
Kingman Wind Energy I, LLC | | | August 31, 2016 | | | | $ | 125,000 | | |
Kingman Wind Energy II, LLC | | | August 31, 2016 | | | | $ | 125,000 | | |
Mammoth Plains Wind Project, LLC | | | October 27, 2014, as amended and restated December 18, 2014 | | | | $ | 125,000 | | |
Marshall Solar, LLC | | | August 26, 2016, as amended and restated December 9, 2016 | | | | $ | 100,000 | | |
McCoy Solar, LLC | | | December 19, 2014 | | | | $ | 250,000 | | |
Party | | | Date of Agreement | | | Annual Fee | | |||
McCoy Solar Funding, LLC | | | December 19, 2014 | | | | $ | 50,000 | | |
Meadowlark Wind, LLC | | | July 24, 2015 | | | | $ | 1 | | |
Monarch Wind, LLC | | | September 20, 2016 | | | | $ | 1 | | |
Mountain Prairie Wind, LLC | | | February 22, 2010 | | | | $ | 125,000 | | |
Mountain View Solar, LLC | | | June 2, 2014 | | | | $ | 125,000 | | |
NextEra Energy Bluff Point, LLC | | | October 26, 2017 | | | | $ | 120,000 | | |
Ninnescah Wind Energy, LLC | | | August 31, 2016 | | | | $ | 125,000 | | |
Nokota Wind, LLC | | | September 1, 2016 | | | | $ | 1 | | |
Northern Colorado Wind Energy Center, LLC | | | October 27, 2020 | | | | $ | 100,000 | | |
Northern Colorado Wind Energy Center II, LLC | | | October 27, 2020 | | | | $ | 25,000 | | |
Pacific Plains Wind, LLC | | | October 27, 2017 | | | | $ | 1,000 | | |
Palo Duro Interconnection Services, LLC | | | October 28, 2014 | | | | $ | 1 | | |
Palo Duro Wind Energy, LLC | | | October 28, 2014 | | | | $ | 125,000 | | |
Palomino Wind, LLC | | | August 31, 2016 | | | | $ | 1 | | |
Perrin Ranch Wind, LLC | | | August 23, 2012, with an effective date of June 29, 2012 | | | | $ | 125,000 | | |
Ponderosa Wind, LLC | | | June 22, 2020 | | | | $ | 100,000 | | |
Roswell Solar, LLC | | | December 9, 2016 | | | | $ | 131,000 | | |
Rush Springs Wind Energy, LLC | | | September 27, 2016 | | | | $ | 100,000 | | |
Saint Solar, LLC | | | June 8, 2020 | | | | $ | 100,000 | | |
Sanford Airport Solar, LLC | | | June 8, 2020 | | | | $ | 100,000 | | |
Seiling Wind, LLC | | | October 28, 2014 | | | | $ | 125,000 | | |
Seiling Wind II, LLC | | | October 28, 2014 | | | | $ | 125,000 | | |
Seiling Wind Interconnection, LLC | | | October 28, 2014 | | | | $ | 1 | | |
Seiling Wind Portfolio, LLC | | | October 28, 2014 | | | | $ | 125,000 | | |
Shafter Solar, LLC | | | April 7, 2015 | | | | $ | 125,000 | | |
Silver State Solar Power South, LLC | | | May 13, 2015 | | | | $ | 250,000 | | |
Soldier Creek Wind, LLC | | | June 22, 2020 | | | | $ | 100,000 | | |
South Texas Midstream Holdings, LLC | | | December 31, 2015, as amended and assigned December 3, 2019, with an effective date of November 1, 2019 | | | | $ | 400,000 | | |
Taylor Creek Solar, LLC | | | March 18, 2020 | | | | $ | 100,000 | | |
Tuscola Bay Wind, LLC | | | August 23, 2012 | | | | $ | 125,000 | | |
White Oak Energy, LLC | | | June 10, 2011 | | | | $ | 125,000 | | |
Wilmot Energy Center, LLC | | | November 24, 2020 | | | | $ | 100,000 | | |
| Pipeline Entity | | | Transportation Reimbursements | |
| LaSalle Pipeline, LP | | | $ | |
| Mission Natural Gas Company, LP | | | $61,000 | |
| Mission Valley Pipeline Company, LP | | | $ | |
| Monument Pipeline, LP | | | $ | |
| NET Mexico Pipeline Partners, LLC | | | $ | |
| South Shore Pipeline L.P. | | | $ | |
| | Name | | | | Age | | | | Position(1) | | |
| | | | | | | | Chief Executive Officer | | | ||
| | | | | | | | Chief Financial Officer | | | ||
| | Mark E. Hickson(4) | | | | 56 | | | | Executive Vice President, Strategy and Corporate Development | | |
| | Rebecca | | | | |||||||
| | | President | | | |||||||
| | Charles E. Sieving(6) | | | | | | | General Counsel | | | |
| | James May(7) | | | | | | | Controller and Chief Accounting Officer | | | |
| | | | | | | | Treasurer and Assistant Secretary | | |
| | | | | | 2020 | | | | 2019 | | | | | | | | 2022 | | | | 2021 | | |
| | Audit Fees(1) | | | | $ 1,862,000 | | | | $ 2,121,000 | | | | Audit Fees(1) | | | | $ 2,389,000 | | | | $ 2,594,000 | | |
| | Audit-Related Fees(2) | | | | 2,065,000 | | | | 1,837,000 | | | | Audit-Related Fees(2) | | | | 2,525,000 | | | | 2,243,000 | | |
| | Tax Fees | | | | - | | | | - | | | | Tax Fees | | | | - | | | | - | | |
| | All Other Fees(3) | | | | - | | | | 47,000 | | | | All Other Fees | | | | - | | | | - | | |
| | Total Fees | | | | $ 3,927,000 | | | | $ 4,005,000 | | | | Total Fees | | | | $ 4,914,000 | | | | $ 4,837,000 | | |
| | Name (a) | | | | Fees Earned or Paid in Cash ($) (b) | | | | Unit Awards(1) ($) (c) | | | | Option Awards ($) (d) | | | | Non-Equity Incentive Plan Compensation ($) (e) | | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) | | | | All Other Compensation ($) (g) | | | | Total ($) (h) | | | | Name (a) | | | | Fees Earned or Paid in Cash ($) (b) | | | | Unit Awards(1) ($) (c) | | | | Option Awards ($) (d) | | | | Non-Equity Incentive Plan Compensation ($) (e) | | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) | | | | All Other Compensation ($) (g) | | | | Total ($) (h) | | | ||||||||||||||||||||||||||||||||||||||||||
| | Susan D. Austin | | | | | | 77,500 | | | | | | | 127,971 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 205,471 | | | | | Susan D. Austin | | | | | $ | 82,500 | | | | | | $ | 142,971 | | | | | | | - | | | | | | | - | | | | | | | - | | | | | | | - | | | | | | $ | 225,471 | | | |
| | Robert J. Byrne | | | | | | 92,500 | | | | | | | 127,971 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 220,471 | | | | | Robert J. Byrne | | | | | | 97,500 | | | | | | | 142,971 | | | | | | | - | | | | | | | - | | | | | | | - | | | | | | | - | | | | | | | 240,471 | | | |
| | Peter H. Kind | | | | | | 92,500 | | | | | | | 127,971 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 220,471 | | | | | Peter H. Kind | | | | | | 97,500 | | | | | | | 142,971 | | | | | | | - | | | | | | | - | | | | | | | - | | | | | | | - | | | | | | | 240,471 | | | |