NRG Energy Annual Meeting: Shareholder Special-Meeting Proposal Passes as CEO Larry Coben Steps Down

Key Points

• Shareholder proposal to allow holders of 10% of outstanding common stock to call a special shareholder meeting (including online meetings) passed despite the board's recommendation against it.
• Larry Coben stepped down as Chair and Chief Executive effective at the annual meeting, with the company expressing confidence in Robert Gaudette and the existing executive team going forward.
• Based on a preliminary Inspector of Election report, all five proposals — including election of 10 directors, advisory approval of executive compensation, ratification of KPMG, and approval of the 2026 Long-Term Incentive Plan — received the requisite votes for passage, with final results to be filed on Form 8‑K.

NRG Energy NYSE: NRG held its 2026 Annual Meeting of Stockholders on Thursday morning, outlining five proposals put to a vote and addressing shareholder questions ranging from customer reviews in Illinois to balance sheet concerns tied to acquisitions and natural gas exposure.

Meeting logistics and voting matters

Larry Coben, Chair of the Board and Chief Executive Officer, called the meeting to order at 9:00 a.m. Eastern and said the meeting was being held pursuant to notice distributed on or about May 18, 2026, to stockholders of record as of March 3, 2026. Coben said a quorum was present based on the Inspector of Election’s report.

Coben said the board appointed Morrow Sodali as Inspector of Election, with Gene Carr serving in that role. Christine Zoino, Corporate Secretary, was named as the alternate inspector.

Five proposals presented to shareholders

Coben reviewed the agenda items submitted for stockholder vote. The first proposal was the election of 10 directors for one-year terms expiring in 2027. The nominees, recommended by the Governance and Nominating Committee and approved by the board, were:

• Antonio Carrillo
• Matthew Carter Junior
• Heather Cox
• Elisabeth B. Donohue
• Marwan Fawaz
• Robert J. Gaudette
• Sanjay Kapoor
• Alexandre Pourbaix
• Alexandra Pruner
• Marcie C. Zlotnik

Additional proposals included a non-binding advisory vote to approve executive compensation, ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026, and approval of the NRG Energy, Inc. 2026 Long-Term Incentive Plan.

The fifth proposal was a shareholder proposal, submitted by John Chevedden and included in the proxy materials, seeking to provide shareholders the ability to call a special shareholder meeting.

Shareholder proposal on special meetings

Chevedden presented Proposal 5 and asked the board to amend governing documents to allow shareholders who “combine 10% of our outstanding common stock” to call a special meeting, including an online special meeting. He also called for “no discriminatory rules” requiring ownership for a specific period in order to participate in calling such a meeting.

Chevedden argued the company’s concerns about a 10% threshold were “unfounded,” and contended that companies prefer a higher threshold because it reduces the likelihood of special meetings being called. “Please vote yes,” he said.

Coben later stated that the board recommended votes for the director nominees and for proposals 2, 3, and 4, and against proposal 5. He said the reasons were described in the proxy materials.

Preliminary voting outcome and next steps

Coben said the polls closed at 9:07 a.m. Eastern. Based on the Inspector of Election’s preliminary report, he stated that “proposals 1 through 5 have received the requisite number of votes for passage.” He added that results were not final and would be included in a Form 8-K to be filed with the Securities and Exchange Commission.

Coben also reminded stockholders that the company planned to announce first-quarter 2026 financial results on its next earnings call on May 6, and asked that questions remain germane to the annual meeting agenda.

Management addresses questions and CEO transition

After the formal proposals, the company addressed two questions submitted through the online portal. The first asked about customer reviews in Illinois criticizing NRG for rates that “have doubled” and for poor customer service. Coben said, “Our rates have not doubled,” and suggested customers review their bills to determine whether increases stemmed from transmission and distribution charges, “in which we play no part.” He added that the company was “not aware of the significant number of poor customer service reviews,” and encouraged the questioner to forward specific reviews to the customer service line for review.

The second question asked about analysts warning that reliance on natural gas and debt accumulated from acquisitions could pressure the balance sheet. Coben responded that, after reading “all of the analyst reports by our, you know, by major analysts,” he did not know “anyone who is saying that.” He added that the company was “very, very comfortable with our debt ratios and our balance sheet,” as well as “our gas plans and our potential for serving large data center loads with natural gas-fired facilities.”

Before adjournment, Coben reiterated a previously disclosed leadership change, stating he would be stepping down as Chief Executive and Chair effective as of the annual meeting. He said he was proud of the company’s positioning for a “power demand super cycle,” the expansion of its smart home platform, and scaling its ability to serve customers “ranging from households to hyperscalers.”

Coben said Robert Gaudette had been “instrumental” in strengthening NRG’s position and expressed confidence in Gaudette and the executive management team. He also referenced Antonio Carrillo as Chair, saying he was excited about what comes next for the company.

The meeting concluded following a motion and second, with the operator announcing the meeting’s end.

About NRG Energy NYSE: NRG

NRG Energy NYSE: NRG is a U.S.-based integrated power company headquartered in Houston, Texas. The company develops, owns and operates a diversified portfolio of power generation assets and participates in wholesale and retail energy markets. NRG supplies electricity to utilities, commercial and industrial customers, and retail consumers, while also providing energy-related products and services designed to manage consumption and support reliability.

NRG's generation mix includes conventional thermal plants as well as renewable and distributed energy resources.

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