8-K - NRG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 29, 2021

NRG ENERGY, INC.

(Exact name of Registrant as specified in its charter)

Delaware<br><br>(State or other jurisdiction of<br><br> incorporation)	001-15891<br><br>(Commission File Number)	41-1724239<br><br>(IRS Employer Identification<br><br> No.)

804Carnegie Center, Princeton, New Jersey 08540

(Address of principal executive offices, including zip code)

(609)

524-4500 (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) ofthe Act:

Title of Each Class	Trading Symbol(s)	Name of 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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on April 29, 2021. 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

							Broker Non-
Name	Votes For		Votes Against		Abstentions		Votes
E. Spencer Abraham		182,138,037		14,457,895		126,961		13,887,949
Antonio Carrillo		195,653,849		937,444		131,600		13,887,949
Matthew Carter, Jr.		195,430,077		1,159,479		133,337		13,887,949
Lawrence S. Coben		189,193,638		7,398,311		130,944		13,887,949
Heather Cox		195,788,531		869,528		64,834		13,887,949
Elizabeth B. Donahue		196,268,819		389,100		64,974		13,887,949
Mauricio Gutierrez		194,988,821		1,608,756		125,316		13,887,949
Paul W. Hobby		154,893,661		41,695,898		133,334		13,887,949
Alexandra Pruner		195,917,138		735,447		70,308		13,887,949
Anne C. Schaumburg		189,111,840		7,544,372		66,681		13,887,949
Thomas H. Weidemeyer		189,297,123		7,294,729		131,041		13,887,949

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

Votes For		Votes Against		Abstentions		Broker Non-Votes
	190,796,551		5,734,338		192,004		13,887,949

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 2021 fiscal year

Votes For		Votes Against		Abstentions		Broker Non-Votes
	208,328,630		2,221,907		60,305		-

The foregoing Proposal 3 was approved.

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<br> A. Zoino
		Christine A. Zoino
		Corporate Secretary
Dated: May 4, 2021