NRG Energy (NRG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 30, 2026, with voting on key proposals including director elections, executive compensation, auditor ratification, a new long-term incentive plan, and a shareholder proposal on special meetings.

• 2025 saw strong financial performance, exceeding guidance, a major acquisition doubling generation capacity, and $1.65 billion returned to shareholders.

• CEO succession announced: Robert J. Gaudette to succeed Lawrence S. Coben as CEO effective April 30, 2026.

• Sustainability initiatives advanced, including a 47% GHG emissions reduction since 2014 and a net-zero target by 2050.

Voting matters and shareholder proposals

• Election of ten directors, with a reduction from eleven due to board changes.

• Advisory vote on executive compensation (Say on Pay).

• Ratification of KPMG LLP as independent auditor for 2026.

• Approval of the 2026 Long-Term Incentive Plan, consolidating prior plans and reserving 5 million shares for equity awards.

• Shareholder proposal to allow holders of 10% of shares to call special meetings; board recommends voting against, citing potential for minority control and misalignment with market practice.

Board of directors and corporate governance

• Board composed of ten nominees, nine of whom are independent; diversity in skills, gender, and ethnicity.

• Annual election of directors, majority voting standard, and proxy access for shareholders.

• Board and committee evaluations conducted annually, with third-party facilitation every other year.

• Lead Independent Director role to be eliminated after the meeting as Chair and CEO roles will be separated.