NRG ENERGY,INC. (NYSE:NRG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April3, 2018, Pastor Kirbyjon Caldwell withdrew his name from nomination for re-election to the Board of Directors (the "Board") at the Annual Meeting of Stockholders (the “Annual Meeting”) as described in NRG Energy, Inc.’s (the "Company”) Supplement to the Proxy Statement filed with the United States Securities and Exchange Commission on April 5, 2018. Following the Annual Meeting of the Company on April 26, 2018, Pastor Caldwell’s term as director of the Company expired effective April 26, 2018, and the Board has reduced the size of the Board from twelve (12) to eleven (11) members.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on April26, 2018 in Princeton, New Jersey. 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 eleven directors
|
Name |
VotesFor |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|
E. Spencer Abraham |
232,413,348 |
30,597,944 |
138,031 |
18,142,466 |
|
Matthew Carter, Jr. |
262,817,888 |
192,461 |
138,974 |
18,142,466 |
|
Lawrence S. Coben |
260,057,118 |
2,955,720 |
136,485 |
18,142,466 |
|
Heather Cox |
262,888,532 |
190,947 |
69,844 |
18,142,466 |
|
Terry G. Dallas |
262,689,659 |
223,625 |
236,039 |
18,142,466 |
|
Mauricio Gutierrez |
260,822,651 |
2,189,549 |
137,123 |
18,142,466 |
|
William E. Hantke |
259,875,155 |
3,135,360 |
138,808 |
18,142,466 |
|
Paul W. Hobby |
260,568,285 |
2,346,286 |
234,752 |
18,142,466 |
|
Anne C. Schaumburg |
259,957,079 |
3,123,784 |
68,460 |
18,142,466 |
|
Thomas H. Weidemeyer |
259,288,924 |
3,626,369 |
234,030 |
18,142,466 |
|
C. John Wilder |
262,689,773 |
257,882 |
201,668 |
18,142,466 |
With respect to the foregoing Proposal 1, all eleven directors were elected and each received the affirmative vote of a majority of the votes cast at the Annual Meeting.
(b)Proposal 2 — Advisory vote on the compensation of the Company’s named executive officers
|
VotesFor |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|
259,156,107 |
3,822,371 |
170,845 |
18,142,466 |
The foregoing Proposal 2 was approved.
(c)Proposal 3 — Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2018 fiscal year
|
VotesFor |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|
275,060,152 |
6,107,209 |
124,428 |
– |
The foregoing Proposal 3 was approved.
(d) Proposal 4 – Stockholder proposal regarding disclosure of political expenditures
|
VotesFor |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|
91,174,776 |
167,660,262 |
4,314,285 |
18,142,466 |
The foregoing Proposal 4 was not approved.
About NRG ENERGY,INC. (NYSE:NRG)
NRG Energy, Inc. (NRG) is an integrated power company that produces, sells and delivers energy, and energy products and services in various power markets in the United States. The Company’s segments include NRG Business, which includes power generation, the carbon capture business and energy services; NRG Home, which includes NRG Home Retail, which consists of residential retail services and products, and NRG Home Solar, which includes the installation and leasing of residential solar services; NRG Renew, which includes solar and wind assets, excluding those in the NRG Yield and NRG Home Solar segments; NRG Yield, and corporate activities. NRG Yield includes certain of the Company’s contracted generation assets. Its corporate segment includes Boston Energy Trading and Marketing LLC (BETM), international business and electric vehicle services. It owns and operates approximately 50,000 megawatts of generation, and engages in the trading of wholesale energy, capacity and related products.
