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

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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