NRG Energy, Inc. (NRG)
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AGM 2021

Apr 29, 2021

Speaker 1

Good morning, and welcome to NRG's 2021 Annual Meeting of Stockholders. It is 9 am Eastern Time and time to call the meeting to order. I'm Larry Cobin, Chairman of the Board of Directors of the company. I want to thank you for investing in NRG and taking the time to attend this annual meeting. We hope you and your families are safe and healthy at this time.

With me on the line today are Mauricio Gutierrez, President and Chief Executive Officer Kevin Cole, Senior Vice President, Investor Relations and Christine Zaino, Deputy General Counsel and Corporate Secretary of the company. In addition, all of the members of the other members of the Board of Directors are on the line. We're also joined today by members of management and our independent auditors, KPMG. The representatives from KPMG are available to answer any specific questions you may have. We will now proceed with certain additional preliminary matters.

This annual meeting is being held in accordance with the notice mailed on or about March 15, 2021, to each stockholder of record at the close of business on March 1, 2021. A list of stockholders entitled to vote at this annual meeting has been available by contacting our corporate secretary over the past 10 days and is still obtainable in that matter. 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 has appointed Mackenzie Partners to act as Inspector of Election. Dean Carr from McKenzie is with us today and has taken the oath of Inspector.

Christine Zuino, Deputy General Counsel and Corporate Secretary, has been appointed as the alternate. The oaths of the Inspector and Alternate have been filed with the Office of the Corporate Secretary. The inspector has informed me that 86% of the outstanding voting stock of the company that is eligible to vote is present in person or by proxy at this meeting. Therefore, a quorum is present, and we can proceed with the meeting. We will follow the agenda that you see on the screen.

We will conduct this annual meeting in a business like fair in an orderly manner. It is now time to proceed with the items of business properly before the meeting. The first proposal is for the election of 11 directors. The 11 nominees for director were recommended by the governance and nominating committee and approved by the Board. The individuals nominated to serve are E.

Spencer Abraham, Antonio Carrillo, Matthew Carter, Lawrence Coben, Heather Cox, Elizabeth Donahue, Mauricio Gutierrez, Paul Hobby, Alexandra Pruner, Anne Schomburg and Thomas Wiedemeyer, each for a 1 year term expiring in 2022. The second proposal is to approve on a non binding advisory basis and RG's executive compensation. The 3rd proposal is to ratify the appointment of KPMG as the company's independent registered public accounting firm for 2021 fiscal year. Retention of KPMG was approved by the Audit Committee of the Board of Directors. The company has not received any other proposals or nominations for director.

The election of directors requires an affirmative vote of the holders of a majority of the votes cast on this matter. The approval of NRG's executive compensation and the ratification of KPMG each requires an affirmative vote of the holders of a majority of the shares of voting stock present in person or represented by proxy and entitled to vote on this matter. The Board of Directors recommended that stockholders vote for each of the listed nominees and for proposals 23 of the proxy materials you received. Any stockholder who has not yet voted or wishes to change their vote may do so now 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 want to change their vote do not need to take any further action.

We will now address questions or comments on any of these proposals from stockholders. Please be sure that your questions or comments relate directly to the proposals. If you have any questions or comments, please submit your question or comment through the web portal at this time.

Speaker 2

Larry, there are no questions in the portal at this time.

Speaker 1

So there are no if there are no further questions, then we can move on with the business of the meeting. I now declare the polls closed at 9:04 Eastern Time. Based on the preliminary report from the Inspector of Election, the first proposal concerning the election of 11 directors has received the requisite number of votes for passage, the second proposal approving NRG's executive compensation has received the requisite number of votes for passage the third proposal ratifying KPMG as the company's independent registered public accounting firm has received the requisite number of votes for passage. Please note that the report you just heard is not final, and the results of the final vote will be included in a Form 8 ks filed with the SEC. My colleagues and I would now like to take a few minutes to answer questions from stockholders.

Before we begin, I'd like to remind our stockholders that we will be holding our Q1 earnings call on Thursday, May 6, at 9 a. M. Eastern Time, where we will address our Q1 2021 financial results. We would request that at this time, we limit any questions to items that are germane to the Annual Meeting. As a reminder, because this is a meeting of our stockholders, only stockholders are permitted to ask questions.

Any questions may be submitted in the field provided in the web portal. Questions from multiple stockholders on the same topic or that are otherwise related will be group summarized and answered together. If any stockholder has a question not relating to the annual meeting or other matters in the agenda, an Investor Relations representative will address the questions after the annual meeting or at some mutually convenient time.

Speaker 2

Larry, there is one in the portal.

Speaker 1

I will

Speaker 2

read it to you and then give you an opportunity to respond. This question comes from the Carpenter Pension Fund. It says the topic of stockholder capitalism as an alternative to shareholder capitalism has received considerable attention recently, including in the BRT statement on the purpose of a corporation. We appreciate the sentiments embodied in the stakeholder capitalism perspective, but feel that the execution could be complicated. Could you discuss the Board's perspective on the concept of stakeholder capitalism and what principles the Board would use to balance the interests of various stakeholders as it develops and implements the company's long term business strategy.

Speaker 1

First, I'd like to welcome the Carpenter Pension Fund to our annual meeting again. Thank you for coming back to us. We have we are signatories to that BRC statement, as you know. And we think that for several years, we have actually conducted ourselves in a manner that tries to bring value to all stakeholders who are involved in the execution. I think if you take, for example, a look at our sustainability report, you will see that it transcends climate change, which obviously is an issue with many stakeholders to talk about employees, people and communities that we serve, etcetera.

So we think that our best business is actually done by bringing all stakeholders to the table and giving them a voice and trying to do our best to have them represented. Obviously, this is a very long and complicated question, but the Board takes very seriously its role in shareholder capitalism and achieving value for a broad variety of stakeholders. Christine, do we have any other questions?

Speaker 2

There are no other questions in the queue.

Speaker 1

Okay. So I want to thank everyone who's attended today's meeting. Since there is no other business to be considered, may I have a motion to conclude the meeting? I move that the annual meeting be concluded, Larry.

Speaker 2

I second the motion.

Speaker 1

All in favor, say aye. Aye. Any opposed? The annual meeting is concluded. Thank you all for attending.

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