01—Abstract
Summary
Summary of the 8-K filed May 1, 2026. Cited figures are marked; the original filing is the authoritative source.
NRG Energy, Inc. reported in this Form 8-K that its stockholders voted on five proposals at its annual meeting held April 30, 2026.
The filing reports final voting results for each proposal, which are described in more detail in the company's definitive proxy statement filed March 18, 2026, as supplemented April 16, 2026. All ten director nominees were elected, and each received a majority of the votes cast. Stockholders approved the advisory vote on named executive officer compensation, with 161,705,353 votes for and 23,327,618 against.
They also ratified KPMG LLP as the independent registered public accounting firm for fiscal 2026, with 190,836,342 votes for and 7,590,890 against. In addition, they approved the NRG Energy, Inc. 2026 Long-Term Incentive Plan (the "New LTIP"), with 178,246,024 votes for and 6,777,642 against.
A stockholder proposal to give shareholders the ability to call a special shareholder meeting was also recorded as approved, with 102,919,685 votes for and 82,121,166 against, plus 250,959 abstentions. The filing lists 13,218,017 broker non-votes on the director, compensation, and incentive plan proposals.
02—Key points
Key Highlights
- Annual meeting held April 30, 2026; all ten director nominees were elected, each by a majority of votes cast.
- Director vote counts ranged from 161,028,806 votes for (Matthew Carter, Jr.; 24,171,644 against) to 181,547,429 votes for (Robert J. Gaudette; 3,655,871 against).
- Advisory say-on-pay proposal approved: 161,705,353 votes for, 23,327,618 against, 258,839 abstentions.
- KPMG LLP ratified as independent registered public accounting firm for fiscal 2026: 190,836,342 votes for, 7,590,890 against.
- 2026 Long-Term Incentive Plan (the "New LTIP") approved: 178,246,024 votes for, 6,777,642 against, 268,144 abstentions.
- Stockholder proposal to allow shareholders to call a special shareholder meeting was approved: 102,919,685 votes for, 82,121,166 against, 250,959 abstentions.
- Corporate Secretary Christine A. Zoino signed the report, dated May 1, 2026.
03—Questions
Frequently Asked Questions
What matters did NRG Energy's stockholders vote on at the April 30, 2026 annual meeting?
Stockholders voted on five proposals: the election of ten directors, an advisory vote on named executive officer compensation, ratification of KPMG LLP as the independent registered public accounting firm for 2026, approval of the 2026 Long-Term Incentive Plan, and a stockholder proposal to allow shareholders to call a special meeting.
Were all director nominees elected?
Yes. The filing states that all ten directors were elected and each received the affirmative vote of a majority of the votes cast at the Annual Meeting. Votes for individual directors ranged from 161,028,806 to 181,547,429, while votes against ranged from 3,655,871 to 24,171,644.
Did the stockholder proposal on calling special meetings pass?
The filing states that Proposal 5 was approved. It received 102,919,685 votes for and 82,121,166 votes against, with 250,959 abstentions and 13,218,017 broker non-votes listed.
What new equity plan did stockholders approve?
Stockholders approved the NRG Energy, Inc. 2026 Long-Term Incentive Plan, referred to as the "New LTIP." The vote was 178,246,024 for, 6,777,642 against, and 268,144 abstentions, with 13,218,017 broker non-votes.
04—Continue