Clearway Energy Shareholders Approve Charter Overhaul, Elect 11 Directors at 2026 Annual Meeting

Key Points

• Amended Charter approved: Shareholders approved a second amended and restated certificate of incorporation that converts Class A shares into Class C, eliminates the authority to issue new Class A shares, and includes a Voting Trust Agreement to preserve public investor voting power while simplifying the capital structure and enhancing liquidity.
• All four proposals passed at the 2026 annual meeting — including the election of 11 directors, a non-binding advisory vote on executive compensation, and ratification of PricewaterhouseCoopers as auditor — with roughly 92.4% of voting power present; final vote totals will be filed on Form 8‑K.

Clearway Energy NYSE: CWEN held its 2026 annual meeting of stockholders on Tuesday morning, with Chairman of the Board Jonathan Bram presiding and reporting that a quorum was present for all proposals.

Bram said the meeting was conducted in accordance with notice mailed “on or about April 1, 2026” to stockholders of record as of March 19, 2026. He also introduced President and CEO Craig Cornelius and General Counsel and Corporate Secretary Kevin P. Malcarney, along with directors participating on the call and the company’s independent registered public accounting firm representative, Roger Mills of PricewaterhouseCoopers.

Quorum and election oversight

Bram said the board appointed Glenn Lind of McKinsey & Company to serve as Inspector of Elections, with Malcarney as alternate. Lind reported that 92.4% of the voting power of outstanding common shares entitled to vote was present in person or by proxy, and that 82.97% of the voting power of outstanding Class A common stock entitled to vote was present. Bram said those figures established a quorum for each proposal.

Proposals presented to stockholders

The meeting addressed four items of business, according to Bram. They included:

• Election of 11 directors for one-year terms expiring in 2027. The nominees, recommended by the Corporate Governance and Nominating Committee and approved by the board, were Jonathan Bram, Nathaniel Anschuetz, Brian R. Ford, Jennifer Lowry, Bruce MacLennan, Daniel B. More, E. Stanley O’Neal, Craig Cornelius, Olivier Jouny, Marc-Antoine Pignon, and Paige Goodwin.
• A non-binding advisory vote on executive compensation.
• Ratification of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year 2026, which Bram said had been approved by the Audit Committee.
• Approval of a second amended and restated certificate of incorporation (the “Amended Charter”), which Bram said would “among other things” convert each share of Class A common stock into one share of Class C common stock, eliminate the company’s authority to issue or reissue Class A common stock, eliminate certain related provisions, and make other conforming changes.

Bram reviewed the voting standards for each proposal, including that the amended charter required approval of “66 and 2/3% of the common voting power” of common stock present or represented by proxy and entitled to vote, as well as a majority of Class A common stock voting power present or represented by proxy and entitled to vote. He said the board recommended voting “for each of the listed nominees and for proposals two, three, and four.”

Voting results: all proposals approved

After opening the polls at 9:03 a.m. Eastern and closing them at 9:07 a.m., Bram reported that each proposal received the requisite votes for approval. Specifically, he said the election of the 11 directors passed, the advisory vote on executive compensation passed, PricewaterhouseCoopers was ratified for fiscal year 2026, and the charter amendment was approved.

Bram noted that the results announced during the meeting were not final and said the final vote totals would be included in a Form 8-K filing with the Securities and Exchange Commission.

Stockholder question on Class A and Class C structure

During the question-and-answer portion of the meeting, Malcarney relayed one stockholder question: “What were the reasons for the establishment of a difference between Class A and Class C common stock?”

Bram asked CEO Craig Cornelius to address why the company was originally formed with the structure. In response, the operator stated that the company’s original sponsor, NRG Energy, established the two-class structure more than 10 years ago “with two separate designated stocks for public investors to be able to own,” facilitating asset dispositions to what was then called NRG Yield and allowing “for both the receipt of stock and cash as consideration for the disposition of those assets.” The operator added that NRG Energy’s view at the time was that maintaining voting control while disposing assets was in the best interest of public investors, with NRG Energy remaining the controlling shareholder over time.

Regarding the newly approved charter amendment, the operator said the company was responding to long-standing investor feedback about simplifying the public holding structure and investment proposition. The operator said the revised structure “protects public investors in their ongoing voting control” through a Voting Trust Agreement intended to sustain public investor voting power in the same ratios as before as new shares are issued, while also aiming to create value through “enhanced liquidity” from consolidating public holdings and simplifying the company’s story for investors.

With no further questions, the meeting was adjourned following a motion to conclude.

About Clearway Energy NYSE: CWEN

Clearway Energy Group NYSE: CWEN is a U.S.-based energy company specializing in the ownership, operation and development of clean and conventional power generation assets. The company's portfolio spans utility-scale wind and solar farms, biogas and natural gas-fired thermal facilities, as well as distributed generation projects such as rooftop solar and energy storage. Clearway's generation assets are largely underpinned by long-term power purchase agreements and service contracts with creditworthy counterparties, enabling stable, predictable cash flows.

Originally launched in 2013 as NRG Yield and rebranded to Clearway Energy in 2018 following a strategic sponsorship change, the business has grown into one of the largest independent renewable energy platforms in the United States.

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