NRG Energy Files Proxy Statement Supplement

TL;DR

NRG Energy dropped a proxy statement supplement, shareholders need to check it before voting.

AI Summary

NRG Energy, Inc. filed a Definitive Proxy Statement (DEFA14A) on April 10, 2024, supplementing its proxy statement dated March 15, 2024. This filing is related to the company's annual meeting and provides additional information to shareholders regarding the matters to be voted upon.

Why It Matters

This filing provides shareholders with updated information necessary to make informed voting decisions at the upcoming annual meeting, impacting corporate governance and strategic direction.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) that supplements previous proxy materials and does not introduce new risks.

Key Players & Entities

• NRG ENERGY, INC. (company) — Registrant
• 0001104659-24-045885 (filing_id) — Accession Number
• 20240410 (date) — Filing Date
• March 15, 2024 (date) — Original Proxy Statement Date

FAQ

Filing Documents

• tm2411507d1_defa14a.htm (DEFA14A) — 21KB
• tm2411507d1_defa14aimg001.jpg (GRAPHIC) — 8KB
• 0001104659-24-045885.txt ( ) — 34KB

From the Filing

UNITED STATES 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 the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting 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): No fee required. Fee paid previously with preliminary materials. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. SUPPLEMENT TO THE PROXY STATEMENT DATED MARCH 15, 2024 FOR THE ANNUAL MEETING OF STOCKHOLDERS OF NRG ENERGY, INC. TO BE HELD ON APRIL 25, 2024 APRIL 10, 2024 TO OUR STOCKHOLDERS: On or about March 15, 2024 (Original Filing Date), NRG Energy, Inc. (NRG or the Company) made available a proxy statement (Proxy Statement) to its stockholders describing the matters to be voted on at the Company’s 2024 Annual Meeting of Stockholders to be held on April 25, 2024 (Annual Meeting), including a proposal to approve, on a non-binding advisory basis, the Company’s executive compensation (Proposal 2) . The purpose of this filing is to make technical corrections and certain clarifying changes to compensation terms of Rasesh Patel’s employment with the Company as set forth below. Specifically, in the event Mr. Patel’s employment with NRG is terminated for “cause,” Mr. Patel is not entitled to acceleration of vesting of any unvested equity awards, nor is he entitled to payment of any retention bonus. This information was incorrectly described in the Proxy Statement. Therefore, for completion, the disclosures in the Executive Compensation section under the heading “Severance and Change-in-Control – Mr. Patel” should read as follows: MR. PATEL The acquisition of Vivint constituted a change-in-control under the Vivint Employment Agreement. As a result, Mr. Patel received 24 months of protection under the Vivint Employment Agreement, which was agreed to by NRG in connection with the acquisition. Pursuant to the Vivint Employment Agreement, Mr. Patel may be entitled to severance payments and benefits in the event of termination of employment as described below. In the event Mr. Patel’s employment with NRG is terminated for “cause”, Mr. Patel will be entitled to his base salary through the date of termination; reimbursement of certain business expenses properly incurred and such employee benefits to which Mr. Patel is entitled under NRG’s tax qualified employee benefits plans (accrued rights). In the event of resignation by Mr. Patel without “good reason”, Mr. Patel will be entitled to the accrued rights; any annual bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year; and any retention bonus earned but unpaid as of the date of termination. In the event Mr. Patel’s employment with NRG is terminated due to his death or disability, Mr. Patel (or his estate) will be entitled to the accrued rights; any annual bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year; a pro rata portion of his annual target bonus payable for the fiscal year in which such termination occurs; any retention bonus earned but unpaid as of the date of termination; vesting at target level of performance of 100% of his unvested equity awards and vesting of RSUs that are outstanding as of the date of such termination; and death or disability benefits under any applicable plans or programs of NRG. 1 In the event Mr. Patel’s employment with NRG is terminated without “cause” by the Company, Mr. Patel resigns with “good reason”, Mr. Patel resigns for any reason during the 30 day period following the 24 month anniversary of the closing of the acquisition of Vivint, or NRG delivers a notice of non-renewal of the Vivint Employment Agreement on or prior to April 10, 2025, Mr. Patel will be entitled to the accrued rights; a pro rata portion of his annual target bonus payable for the fiscal year in which such termination occurs; any retention bonus earned but unpaid as of the date of termination; vesting at target level of performance of 100% of his unvested equity awards and vesting of RSUs that are outstanding as of the date of such termination that were granted prior to the date of the Vivint Employment Agreement or those granted in respect of 2023; and subject to compliance with the terms of his employment agreement and the execution and non-revocation of a release of claims, a lump sum cash payment within 55 days of suc

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View this DEFA14A filing on SEC EDGAR