Table of Contents
Filed by the Registrantý
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 a Party other than the Registranto
Check the appropriate box:
oPreliminary Proxy Statement
UNITED STATES
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12
)
NRG 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):
ýNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
2019 Annual Meeting of Stockholders and Proxy Statement
March 13, 2019
Fellow Stockholders:
We are pleased to invite you to attend NRG Energy, Inc.'s Annual Meeting of Stockholders, which will be held at 9 a.m., Central Time, on Thursday, April 25, 2019, at the JW Marriott Downtown, 806 Main Street, Houston, Texas 77002. Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. Information about voting methods is set forth in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
On behalf of everyone at NRG, I thank you for your ongoing interest and investment in NRG Energy, Inc. We are committed to acting in your best interests. If you have any questions with respect to voting, please call our proxy solicitor, MacKenzie Partners, Inc. at (800) 322-2885 (toll free).
Sincerely,
LAWRENCE S. COBENChairman of the Board
THIS PROXY STATEMENT AND PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT MARCH 13, 2019.
804 Carnegie Center, Princeton, New Jersey 08540
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Voting Information
NRG Energy, Inc.
When:Thursday, April 25, 2019, 9:00 a.m. Central Time
Where:JW Marriott Downtown, 806 Main Street, Houston, Texas 77002
We are pleased to invite you to join our Board of Directors and senior leadership at the NRG Energy, Inc. 2019 Annual Meeting of Stockholders.
ITEMS OF BUSINESS:
1. To elect ten directors.
2. To approve, on a non-binding advisory basis, NRG Energy, Inc.'s executive compensation.
3. To ratify the appointment of KPMG LLP as NRG
Energy, Inc.'s independent registered public accounting firm for the 2019 fiscal year.
4. To vote on a stockholder proposal regarding disclosure of political expenditures, if properly presented at the meeting.
5. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement.
RECORD DATE:
You are entitled to vote if you were a stockholder of record at the close of business on March 1, 2019.
HOW TO VOTE:
Even if you plan to attend the Annual Meeting in person, please vote right away using one of the following advance voting methods. Make sure to have your proxy card or voting instruction form in hand and follow the instructions in the card or form.
Via the Internet:
You may vote atwww.proxyvote.com, from anywhere in the world, 24 hours a day, 7 days a week, up until 11:59 p.m. Eastern Time on April 24, 2019.
By phone:
If you live in the United States, you may vote 24 hours a day, 7 days a week, up until 11:59 p.m. Eastern Time on April 24, 2019, by calling (800) 690-6903 from a touch-tone phone.
By mail:
If you received a paper copy of the materials, you may mark, sign, date and mail your proxy card or voting instruction card in the enclosed, postage-paid address envelope, as soon as possible as it must be received by the Company prior to April 25, 2019, the Annual Meeting date.
In person:
You can vote by a ballot that will be provided to you at the Annual Meeting. However, if you are a beneficial owner of shares held in street name (through a bank, broker or other nominee), you must bring a legal proxy from your bank, broker or other nominee to vote in person.
By Order of the Board of Directors
CHRISTINE A. ZOINO,Corporate Secretary
2019 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
QUESTIONS AND ANSWERS62
PROXY STATEMENT HIGHLIGHTS
PROXY STATEMENT
GOVERNANCE OF THE COMPANY
PROPOSALS TO BE VOTED ON
Proposal No. 1 Election of DirectorsDirector Compensation
Proposal No. 2 Advisory Vote to Approve NRG's Executive Compensation
Proposal No. 3 Ratification of Independent Registered Public Accounting Firm for the 2019 Fiscal Year
Proposal No. 4 Stockholder Proposal Regarding Disclosure of Political Expenditures
EXECUTIVE OFFICERS
STOCK OWNERSHIP OF DIRECTORS, NAMED EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
AUDIT COMMITTEE REPORT
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit and Nonaudit Fees
Audit Fees
Audit-Related FeesTax Fees
All Other Fees
Policy on Audit Committee Pre-Approval
1
What is the purpose of the Annual Meeting?62
6
Who is entitled to vote at the Annual Meeting?62
7
How many votes do I have?62
18
What are the recommendations of the board of directors?62
18
How many votes must be present to hold the Annual
Meeting?62
24
What vote is required to approve each proposal?63
27
What are abstentions and broker non-votes and how are
they treated?63
28
How do I vote?64
May I change my vote?64
29 32
What should I bring to the Annual Meeting if I attend in
person?64
How can I vote at the Annual Meeting if I attend in
person?64
34
What happens if I do not provide instructions as to how to
vote?65
36 38
Where can I obtain the list of stockholders entitled to
vote?65
Who pays the cost of solicitation of proxies?65
59
Who is the Company's transfer agent?65
59
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full
set of proxy materials?65
59 60
Where can I find directions to the Annual Meeting?65
What is "householding"?65
61 61 61 61 61 61 61
How can I request additional materials?66
Whom should I call if I have questions about the Annual
Meeting?66
STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS FOR THE 2020 ANNUAL MEETING OF
STOCKHOLDERS67
Attachments
- Original document
- Permalink
Disclaimer
NRG Energy Inc. published this content on 13 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 13 March 2019 21:58:04 UTC