Good day, everyone, and welcome to the Clearway Energy Inc Annual Meeting of Stockholders. At this time, I'd like to turn the conference call over to Jonathan Bram. Please go ahead.
Good morning, everyone, and welcome to Clearway Energy Incorporated's 2026 annual meeting of stockholders. It's 9:00 A.M. Eastern Standard Time and time to call the meeting to order. I am Jonathan Bram, Chairman of the Board of Directors of the company, and I wanna thank you for investing in Clearway Energy and taking the time to join this annual meeting of stockholders. With me on the line today are Craig Cornelius, President and Chief Executive Officer, and Kevin P. Malcarney, General Counsel and Corporate Secretary.
I'm pleased to introduce the members of your Board of Directors who are also on the line. In addition to me, Clearway Energy's directors are Nathaniel Anschuetz, Brian R. Ford, Jennifer Lowry, Bruce MacLennan, Daniel B. More, E. Stanley O'Neal, Olivier Jouny, Marc-Antoine Pignon, Paige Goodwin, and Craig Cornelius. I would also like to introduce Roger Mills from the company's independent registered public accounting firm, PricewaterhouseCoopers.
Members of the management team and representatives from PricewaterhouseCoopers will be available after the annual meeting to answer any specific questions that you may have. The annual meeting is being held in accordance with the notice mailed on or about April 1, 2026 to each stockholder of record at the close of business on March 19, 2026. A list of stockholders entitled to vote at this annual meeting has been available electronically and at the company's offices at 300 Carnegie Center, Suite 300, Princeton, New Jersey for the past 10 days. The list is available to any stockholder desiring to examine it. All documents concerning calling and giving notice of this meeting will be placed on file in the office of the Corporate Secretary after the annual meeting is concluded.
The Board of Directors has appointed Glenn Lind of McKinsey & Company to serve as Inspector of Elections . Kevin P. Malcarney, Corporate Secretary, will serve as the alternate. Their oaths as inspector and alternate have been filed with the Office of Corporate Secretary. The inspector has informed me that 92.4% of the voting power of the outstanding shares of the company's common stock entitled to vote is present in person or by proxy at this annual meeting. The inspector has informed me that 82.97% of the voting power of the outstanding shares of the company's Class A common stock entitled to vote is present in person or by proxy at this annual meeting. Quorum is present with respect to each of the proposals, and we can proceed with the meeting.
We'll follow the agenda which is found on the web portal and conduct the annual meeting in a businesslike, fair, and orderly manner. It's time to proceed with items of business properly before today's meeting. I now declare the polls open at 9:03 A.M. Eastern Standard Time. Do I have the concurrence of the inspector of the election?
Yes.
The first proposal is for the election of 11 directors. The 11 nominees for director were recommended by the Corporate Governance and Nominating Committee and approved by the Board of Directors . The individuals nominated to serve as directors are Jonathan Bram, Nathaniel Anschuetz, Brian Ford, Jennifer Lowry, Bruce MacLennan, Daniel More, E. Stanley O'Neal, Craig Cornelius, Olivier Jouny, Marc-Antoine Pignon, and Paige Goodwin, each for a one-year term expiring in 2027. The second proposal is to approve on a non-binding advisory basis the company's executive compensation. The third proposal is to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the 2026 fiscal year. Retention of PricewaterhouseCoopers LLP was approved by the Audit Committee of the Board of Directors .
The fourth proposal is to approve the second amended and restated Certificate of Incorporation of the company, which we refer to as the Amended Charter , which would, among other things, convert each share of Class A common stock of the company into one share of Class C common stock of the company, eliminate the company's authority to issue or reissue Class A common stock, eliminate certain related provisions, and make other conforming changes. The company has not received any other proposals or nominations for director. The election of directors requires the vote of a plurality in voting power of the shares of the common stock outstanding, present in person or represented by proxy, and entitled to vote on this matter.
Approval on a non-binding advisory basis of the company's executive compensation requires an affirmative vote of the holders of a majority in voting power of the shares of common stock outstanding, present in person or represented by proxy, and entitled to vote on this matter. Ratification of PricewaterhouseCoopers as the independent registered public accounting firm requires the affirmative vote of the holders of a majority in voting power of the shares of common stock outstanding, present in person or represented by proxy, and entitled to vote on this matter.
Approval of the amended charter requires the affirmative vote of 66 and 2/3% of the common voting power of the shares of common stock outstanding, present in person or represented by proxy, and entitled to vote on this matter, and a majority in voting power of the Class A common stock outstanding, present in person or represented by proxy, and entitled to vote on this matter. The Board of Directors recommends that stockholders vote for each of the listed nominees and for proposals two, three, and four in the proxy materials you received from the company. We'll now take questions or comments on any of these proposals from stockholders. Please be sure that your questions or comments relate directly to the proposals. There will be time later in the meeting for questions and comments on other matters.
If you have any questions or comments on any of the proposals, please type your question into the designated field on the web portal now.
There are no questions, Jon.
Okay. We will now count the votes on these proposals. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not wanna change their vote do not need to take any further action. Now that everyone has had the opportunity to vote, I declare the polls closed at 9:07 Eastern Standard Time. Do I have the concurrence of the Inspector of Elections?
Yes.
The Inspector of Elections will now tabulate the votes on these proposals and report the results to us when he is done. I will read the results from the report of the Inspector of Elections. The first proposal concerning the election of the 11 directors has received the requisite number of votes for passage. The second proposal approving the company's executive compensation has received the requisite number of votes for passage. The third proposal ratifying PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the 2026 fiscal year has received the requisite number of votes for passage. The fourth proposal approving the charter amendment has received the requisite number of votes for passage. The proposals properly before today's meeting have been approved as proposed by the necessary stockholder votes.
Please note that the report you have just heard is not final, and the results of the final vote will be included in a Form 8-K filed with the SEC. My colleagues and I here at Clearway Energy wanna take a few minutes to answer any questions from stockholders and hear any comments you may have. If you would like to ask a question, please type your question into the designated field on the web portal now.
Hey, John. We did have one question from a shareholder. That question is: What were the reasons for the establishment of a difference between Class A and Class C common stock?
Mr. Cornelius, would you like to explain this and why the company was originally formed in this manner?
The company was originally formed in this manner more than 10 years ago by its original sponsor, NRG Energy, with two separate designated stocks for public investors to be able to own, allowing for the disposition of assets created by the sponsor company, NRG Energy, to what was then called NRG Yield, allowing for both the receipt of stock and cash as consideration for the disposition of those assets. At the time, the view of NRG Energy was that a structure that allowed NRG Energy to sustain voting control as it dispositioned assets that way to the public company, was that the interest of the public investors would be best served by having it remain as the controlling shareholder of the enterprise over time.
What we did through the proposal that our stockholders have now approved, was to respond to feedback that we have received over a long period of time around the virtues of simplification of the investment proposition of the public company. We have a track record of being open-minded and maximizing the value for our public shareholders through a process of continuous improvement, both within our business substance and also in the structure of our enterprise. For some time, we have heard from our public investors, as is noted in our proxy going back virtually a decade, that our public holding structure could stand to be improved and simplified.
The simpler structure that we are now adopting today as a result of the vote that was just cast, both protects public investors in their ongoing voting control through the incorporation of a Voting Trust Agreement that assures that the voting power of the public investor will be sustained in the same ratios as it would otherwise have been under our preexisting structure as new shares are issued by Clearway Energy Inc , while also creating value for all shareholders as a result of the enhanced liquidity that consolidating the public holdings can create and the simplification of the story that our public investors can evaluate.
Thank you, Craig. Since there are no further questions.
There are no more questions, John.
There is no further business to be considered at this annual meeting, may I have a motion to conclude the meeting?
I so move.
I move that the annual meeting.
Second.
Be concluded.
Second.
All those in favor say aye. Aye. Those opposed, no. This annual meeting is concluded. Thank you for attending.
With that, everyone, we will conclude today's conference call and presentation. We thank you for joining. You may now disconnect your lines.