UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2023
NRG ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-15891 (Commission File Number) | 41-1724239 (IRS Employer Identification No.) |
910 Louisiana Street, Houston, Texas 77002
(Address of principal executive offices, including zip code)
(713) 537-3000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 | NRG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described under Item 5.07 below, at the Annual Meeting of Stockholders (the “Annual Meeting”) of NRG Energy, Inc. (the “Company”) held on April 27, 2023, the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved the NRG Energy, Inc. Amended and Restated Employee Stock Purchase Plan (the “Amended and Restated ESPP”). The Amended and Restated ESPP (i) increases the number of shares available for issuance by 4,400,000, (ii) reduces the fair market value at which the employees may purchase shares of the Company pursuant to the ESPP from 95% to 90%, and (iii) makes other technical amendments, including the allowance of a refund of a participant’s account balance if the amount is less than the fair market value of a share of common stock and the participant has not elected to make payroll deductions. The Company’s Board approved the Amended and Restated ESPP on February 23, 2023, subject to stockholder approval at the Annual Meeting.
The foregoing description of the Amended and Restated ESPP is qualified in its entirety by reference to the full text of the Amended and Restated ESPP, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference, as well as the description of the Amended and Restated ESPP included in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 16, 2023.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on April 27, 2023. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.
(a) Proposal 1 — Election of ten directors
Name | Votes For | Votes Against | Abstentions | Broker Non- Votes | ||||||||||||
E. Spencer Abraham | 182,754,056 | 4,794,602 | 167,026 | 25,385,339 | ||||||||||||
Antonio Carrillo | 186,293,702 | 1,241,989 | 179,993 | 25,385,339 | ||||||||||||
Matthew Carter, Jr. | 184,056,005 | 3,478,468 | 181,211 | 25,385,339 | ||||||||||||
Lawrence S. Coben | 171,041,633 | 16,502,894 | 171,157 | 25,385,339 | ||||||||||||
Heather Cox | 176,043,371 | 11,509,102 | 163,211 | 25,385,339 | ||||||||||||
Elisabeth B. Donohue | 186,512,077 | 1,031,354 | 172,253 | 25,385,339 | ||||||||||||
Mauricio Gutierrez | 185,556,039 | 1,988,575 | 171,070 | 25,385,339 | ||||||||||||
Paul W. Hobby | 181,435,732 | 6,111,638 | 168,314 | 25,385,339 | ||||||||||||
Alexandra Pruner | 183,282,808 | 4,263,538 | 169,338 | 25,385,339 | ||||||||||||
Anne C. Schaumburg | 177,627,969 | 9,927,555 | 160,160 | 25,385,339 |
With respect to the foregoing Proposal 1, all ten directors were elected and each received the affirmative vote of a majority of the votes cast at the Annual Meeting.
(b) Proposal 2 — Adoption of the NRG Energy, Inc. Amended and Restated Employee Stock Purchase Plan
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
186,840,178 | 629,257 | 246,249 | 25,385,339 |
The foregoing Proposal 2 was approved.
(c) Proposal 3 — Advisory vote on the compensation of the Company’s named executive officers
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
180,356,883 | 7,082,740 | 276,061 | 25,385,339 |
The foregoing Proposal 3 was approved.
(d) Proposal 4 — Advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers
One Year | Two Years | Three Years | Abstain | |||||||||||
181,525,248 | 173,750 | 5,742,407 | 274,279 |
With respect to the foregoing Proposal 4, the option to hold future advisory votes every one year received a majority of the votes cast at the Annual Meeting. Based on these results, the Company’s Board of Directors intends to continue to hold an advisory vote on executive compensation every one year.
(e) Proposal 5 — Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2023 fiscal year
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
210,786,193 | 2,157,610 | 157,220 | – |
The foregoing Proposal 5 was approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Document | |
10.1 | NRG Energy, Inc. Amended and Restated Employee Stock Purchase Plan. | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the iXBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NRG Energy, Inc. | ||
(Registrant) | ||
By: | /s/ Christine A. Zoino | |
Christine A. Zoino | ||
Corporate Secretary |
Dated: May 2, 2023