Clearway Energy Files 8-K on Director Changes and Compensation

TL;DR

Clearway Energy (CWEN) filed an 8-K today covering board changes and executive pay. Nothing major flagged yet.

AI Summary

On April 30, 2024, Clearway Energy, Inc. filed an 8-K report detailing changes in its board of directors and executive compensation arrangements. The filing also includes financial statements and exhibits, and addresses Regulation FD disclosures. This report follows the company's previous name change from NRG Yield, Inc. in 2013.

Why It Matters

This filing provides transparency into the governance and executive compensation structure of Clearway Energy, Inc., which can influence investor confidence and strategic direction.

Risk Assessment

Risk Level: low — The filing is a routine 8-K reporting changes in directors and compensation, with no immediate indication of significant financial distress or unexpected events.

Key Players & Entities

• Clearway Energy, Inc. (company) — Registrant
• NRG Yield, Inc. (company) — Former company name
• April 30, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — tered Class A Common Stock, par value $0.01 CWEN.A New York Stock Exchange Clas
• $20,000 — eparation Agreement, up to a maximum of $20,000. The Separation Benefits are condition
• $1.5 billion — ogram, where he led the creation of the $1.5 billion Solar America Initiative. He has also s
• $500,000 — base salary, payable solely by CEG, of $500,000, which will be increased to $750,000 as
• $750,000 — of $500,000, which will be increased to $750,000 as of the Effective Date. The Corneliu
• $12,000 — l advisory services, up to a maximum of $12,000 per year; and payment by CEG of an am
• $40,000 — payment by CEG of an amount equal to $40,000 in connection with the attorneys' fees

Filing Documents

• tm2413039d1_8k.htm (8-K) — 53KB
• tm2413039d1_ex10-1.htm (EX-10.1) — 79KB
• tm2413039d1_ex10-2.htm (EX-10.2) — 363KB
• tm2413039d1_ex99-1.htm (EX-99.1) — 16KB
• tm2413039d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-054956.txt ( ) — 836KB
• cwen-20240430.xsd (EX-101.SCH) — 4KB
• cwen-20240430_def.xml (EX-101.DEF) — 26KB
• cwen-20240430_lab.xml (EX-101.LAB) — 36KB
• cwen-20240430_pre.xml (EX-101.PRE) — 25KB
• tm2413039d1_8k_htm.xml (XML) — 5KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Chief Executive Officer and Director On April 30, 2024, Christopher S. Sotos informed Clearway Energy, Inc. (the "Company") that, effective as of June 30, 2024 (the "Effective Date), he will move on from his position as President and Chief Executive Officer of the Company and resign from his role as a member of the Board of Directors (the "Board") of the Company to pursue other opportunities. Mr. Sotos' resignation from the Board was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. In connection with Mr. Sotos' departure, Mr. Sotos and the Company entered into a Separation Agreement and General Release on April 30, 2024 (the "Separation Agreement"), which governs the terms of his separation from the Company. Under the Separation Agreement, the Company will continue to provide Mr. Sotos with certain compensation and benefits described in his amended and restated employment agreement, dated as of September 23, 2021 (the "Sotos Employment Agreement"), until the Effective Date, including (i) Mr. Sotos' current annual base salary, (ii) any bonus, incentive compensation, deferred compensation and other compensation earned or accrued by Mr. Sotos as of the Effective Date under the Company's compensation and benefit plans, programs and arrangements, (iii) any accrued but unused vacation pay, expense reimbursements and other cash entitlements accrued by Mr. Sotos, in accordance with Company policy, as of the Effective Date and (iv) all benefits accrued by Mr. Sotos under the Company's benefit plans and qualified and nonqualified retirement, pension, 401(k) and similar plans and arrangements. In addition, under the Separation Agreement, Mr. Sotos will receive the following additional separation benefits (the "Separation Benef

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 30, 2024, the Company issued a press release announcing the departure of Mr. Sotos and the appointment of Mr. Cornelius as the Chief Executive Officer of the Company and a member of the Board. In the press release, the Company also re-affirmed the 2024 full year CAFD guidance communicated in its earnings release issued on November 2, 2023 and re-affirmed in its earnings release issued on February 22, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, are deemed to be "furnished" and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Separation Agreement and General Release, dated as of April 30, 2024, by and between Clearway Energy, Inc. and Christopher Sotos 10.2 Amended and Restated Employment Agreement, dated as of April 30, 2024, by and between Clearway Energy Group LLC, Clearway Energy, Inc., GIP III Zephyr Management Partners, L.P., GIP III Zephyr Midco Holdings, L.P. and Craig Cornelius 99.1 Press Release, dated April 30, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Clearway Energy, Inc. By: /s/ Kevin P. Malcarney Kevin P. Malcarney General Counsel and Corporate Secretary Date: April 30, 2024

View Full Filing

View this 8-K filing on SEC EDGAR