NRG Energy (NRG) Proxy Filing summary

Voting matters and shareholder proposals

• Election of eleven directors is proposed, with all nominees recommended for approval.

• Advisory vote on executive compensation is included, with a recommendation to approve.

• Ratification of KPMG LLP as the independent registered public accounting firm for the 2025 fiscal year is up for vote.

• Proposal to amend and restate the Certificate of Incorporation to eliminate supermajority voting requirements is recommended for approval.

Board of directors and corporate governance

• Eleven director nominees are presented for election at the annual meeting.

• Board recommends approval of all director nominees.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included as a non-binding proposal.

• Board recommends approval of the executive compensation package.