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 Officers

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 Officers

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 April27, 2017, the Companys stockholders,
upon the recommendation of the Companys board of directors (the
Board), approved the NRG Energy,Inc. Amended and Restated
Long-Term Incentive Plan (the Amended and Restated LTIP).
The Amended and Restated LTIP (i)increases the number of shares
available for issuance from 22,000,000 to 25,000,000, (ii)extends
the term of the Amended and Restated LTIP until February22, 2027,
(iii)adds plan features to provide additional stockholder
protections, and (iv)updates and makes other technical or
clarifying changes. The Companys Board approved the Amended and
Restated LTIP on February 23, 2017, subject to stockholder
approval at the Annual Meeting.

The foregoing description of the Amended and Restated LTIP is
qualified in its entirety by reference to the full text of the
Amended and Restated LTIP, a copy of which is filed as
Exhibit10.1 hereto and incorporated herein by reference, as well
as the description of the Amended and Restated LTIP included in
the Companys Definitive Proxy Statement filed with the Securities
and Exchange Commission on March16, 2017.

Also at the Annual Meeting, the Companys stockholders, upon the
recommendation of the Companys 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 authorized by 3,000,000,
to increase the number of shares reserved under the Amended and
Restated ESPP to 5,300,000 resulting in approximately 3,385,300
shares available for future purchases; (ii)extends the term of
the Amended and Restated ESPP to December31, 2026; and (iii)makes
other technical changes regarding the administration of the
Amended and Restated ESPP. The aggregate number of shares which
may be purchased under the Amended and Restated ESPP will not
exceed the number of shares reserved for the Amended and Restated
ESPP. The Companys Board approved the Amended and Restated ESPP
on February 23, 2017, 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
Exhibit10.2 hereto and incorporated herein by reference, as well
as the description of the Amended and Restated ESPP included in
the Companys Definitive Proxy Statement filed with the Securities
and Exchange Commission on March16, 2017.

Item 5.07 Submission of Matters to a Vote of Security
Holders.

The Company held its Annual Meeting on April27, 2017 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 thirteen directors

Name		VotesFor		VotesAgainst		Abstentions		BrokerNon- Votes
E. Spencer Abraham		233,260,390		23,729,100		227,649		19,195,399
Kirbyjon H. Caldwell		254,558,736		2,418,902		239,501		19,195,399
Lawrence S. Coben		254,694,933		2,326,663		195,543		19,195,399
Terry G. Dallas		255,710,942		1,267,253		238,944		19,195,399
Mauricio Gutierrez		255,224,105		1,793,697		199,337		19,195,399
William E. Hantke		253,942,657		3,028,970		245,512		19,195,399
Paul W. Hobby		255,016,222		1,964,629		236,288		19,195,399
Anne C. Schaumburg		255,193,259		1,895,603		128,277		19,195,399
Evan J. Silverstein		255,699,979		1,278,173		238,987		19,195,399
Barry T. Smitherman		237,699,252		19,190,066		327,821		19,195,399
Thomas H. Weidemeyer		244,464,586		12,546,879		205,674		19,195,399
C. John Wilder		255,126,647		1,854,142		236,350		19,195,399
Walter R. Young		253,705,140		3,306,404		205,595		19,195,399

About NRG ENERGY, INC. (NYSE:NRG)
NRG Energy, Inc. (NRG) is an integrated power company. The Company is engaged in producing, selling and delivering electricity and related products and services in various markets in the United States. The Company’s segments include Generation, Retail, Renewables, NRG Yield, Inc. (NRG Yield) and Corporate activities. The Generation segment includes generation, international and Boston Energy Trading and Marketing LLC (BETM). The Retail segment includes Mass customers and Business Solutions. Its Business Solutions include commercial, industrial and governmental/institutional (C&I) customers, and other distributed and reliability products. The Renewables segment includes solar and wind assets. The NRG Yield segment includes certain of the Company’s contracted generation assets. The corporate activities segment includes residential solar and electric vehicle services. The Company owned and operated approximately 47,000 megawatts (MW) of generation, as of December 31, 2016. NRG ENERGY, INC. (NYSE:NRG) Recent Trading Information
NRG ENERGY, INC. (NYSE:NRG) closed its last trading session up +0.06 at 16.90 with 4,055,217 shares trading hands.