UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
NRG Energy, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on April 30, 2026, at which the Company’s stockholders voted on the following proposals, which are described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 18, 2026, as supplemented on April 16, 2026. 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
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| Antonio Carrillo | 163,979,465 | 21,221,546 | 90,799 | 13,218,017 | |||||
| Matthew Carter, Jr. | 161,028,806 | 24,171,644 | 91,360 | 13,218,017 | |||||
| Heather Cox | 166,706,579 | 18,503,117 | 82,114 | 13,218,017 | |||||
| Elisabeth B. Donohue | 180,570,926 | 4,640,095 | 80,789 | 13,218,017 | |||||
| Marwan Fawaz | 180,561,718 | 4,639,179 | 90,913 | 13,218,017 | |||||
| Robert J. Gaudette | 181,547,429 | 3,655,871 | 88,510 | 13,218,017 | |||||
| Sanjay Kapoor | 181,524,672 | 3,675,831 | 91,307 | 13,218,017 | |||||
| Alexander Pourbaix | 166,559,315 | 18,645,293 | 87,202 | 13,218,017 | |||||
| Alexandra Pruner | 179,205,784 | 6,005,552 | 80,474 | 13,218,017 | |||||
| Marcie C. Zlotnik | 181,485,444 | 3,725,310 | 81,056 | 13,218,017 |
With respect to the foregoing Proposal 1, all ten 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 | |||||
| 161,705,353 | 23,327,618 | 258,839 | 13,218,017 |
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 2026 fiscal year.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| 190,836,342 | 7,590,890 | 82,595 | N/A |
The foregoing Proposal 3 was approved.
(d) Proposal 4 - Approval of the NRG Energy, Inc. 2026 Long-Term Incentive Plan (the “New LTIP”).
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| 178,246,024 | 6,777,642 | 268,144 | 13,218,017 |
The foregoing Proposal 4 was approved.
(e) Proposal 5 - A stockholder proposal to give shareholders the ability to call for a special shareholder meeting.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| 102,919,685 | 82,121,166 | 250,959 | 13,218,017 |
The foregoing Proposal 5 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 A. Zoino | |
| Christine A. Zoino | ||
| Corporate Secretary | ||
Dated: May 1, 2026