Morning, welcome to NRG's 2026 Annual Meeting of Stockholders. It is 9:00 A.M. Eastern Time, and I hereby call the meeting to order. I'm Larry Coben, Chair of the Board of Directors and Chief Executive Officer of NRG Energy Inc . I wanna thank you for investing in the company and taking the time to attend this annual meeting of stockholders. With me on the line today are Brendan Mulhern, Head of Investor Relations, and Christine Zoino, Corporate Secretary. In addition to myself, all of the members of the Board of Directors are also on the line. We are also joined today by members of management and our independent auditors, KPMG LLP. 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 distributed on or about May 18, 2026 to each stockholder of record at the close of business on March 3, 2026. A list of stockholders entitled to vote at this meeting has been available by contacting our Corporate Secretary for the past 10 days. The list is also available for viewing by any stockholder in the annual meeting portal. All documents concerning calling and giving notice of this meeting will be on file in the office of the Corporate Secretary after the annual meeting concludes. The Board of Directors has appointed Morrow Sodali to act as Inspector of Election. Gene Carr from Morrow Sodali is with us today and has taken the oath of Inspector of Election. Ms. Zoino 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 at least a majority of the outstanding voting stock of the company that is eligible to vote is present in person or by proxy at this annual meeting. Therefore, a quorum is present, and we can proceed with the meeting. We will follow the agenda that is posted in the annual meeting portal and conduct this annual meeting in a businesslike, fair, and orderly manner. It is now time to proceed with the items of business properly before today's annual meeting. The first proposal is for the election of 10 directors. The 10 director nominees were recommended by the Governance and Nominating Committee and approved by the Board of Directors. Please hold your applause until after the meeting.
The individuals nominated to serve as directors are Antonio Carrillo, Matthew Carter Junior, Heather Cox, Elisabeth B. Donohue, Marwan Fawaz, Robert J. Gaudette, Sanjay Kapoor, Alexandre Pourbaix, Alexandra Pruner, and Marcie C. Zlotnik, each for a one-year term expiring in 2027. The second proposal is to approve on a non-binding advisory basis NRG's executive compensation. The third proposal is to ratify the appointment of KPMG as the company's independent registered public accounting firm for the 2026 fiscal year. The retention of KPMG was approved by the audit committee of the board of directors. The fourth proposal is to approve the NRG Energy, Inc. 2026 Long-Term Incentive Plan. The fifth proposal is for a vote on a shareholder proposal to give shareholders the ability to call for a special shareholder meeting. This proposal was submitted by shareholder John Chevedden and was included in our proxy materials.
We now invite Mr. Chevedden to present the proposal.
Mr. Chevedden, please confirm that you're present and able to present.
Hello, this is John Chevedden. Proposal 5, give shareholders the ability to call for a special shareholder meeting. Shareholders ask the board of directors to take the steps necessary to amend the governing documents to give the owners that combine 10% of our outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting. There shall be no discriminatory rules to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting. NRG Energy concern about requiring 10% of shares to call for a special shareholder meeting is unfounded.
Shareholders at more than 100 major companies have voted on a shareholder right to call for a special shareholder meeting, but not one of these 100 companies have ever claimed that a special shareholder meeting ever actually took place at any company anywhere that required 15% or more shares to call for a special shareholder meeting. Of course, companies promote a 15% or higher figure because they know that a 15% or higher figure is a safe figure and means that a special shareholder meeting will never take place. There's no concern that a special shareholder meeting gives a small group of shareholders too much influence because at least a majority vote would be required for a proposal approval at a special shareholder meeting. Please vote yes. Give shareholders the ability to call for a special shareholder meeting, Proposal 5.
Great. Thank you, John. Bye.
Thank you, sir.
The company has not received any other nominations for director and is not aware of any other proposals to be presented for a vote. The election of directors requires an affirmative vote of the holders of a majority of the votes cast on this matter. Each of the approvals for NRG's executive compensation, the ratification of KPMG, and the NRG Energy 2026 Long-Term Incentive Plan requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting.
The approval of the shareholder proposal to give shareholders the ability to call for a special shareholder meeting requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting. The board of directors recommends that stockholders vote for each of the director nominees for proposals 2, 3, and 4, and against proposal 5. The reasons for these recommendations are set out in the proxy materials you received from the company. Any stockholder who has not 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. Any 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 any stockholders. Please be sure that your questions or comments relate directly to the proposals. If you have any questions or comments regarding any of the proposals, please submit your question or comment through the web portal at this time.
There are none.
Thank you. Since there are no questions, we will move on with the business of the meeting. I now declare the polls closed at 9:07 A.M. Eastern Time. Based on the preliminary report from the Inspector of Election, proposals 1 through 5 have received the requisite number of votes for passage. Please note that this report 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 now will want to take a few minutes to answer any other questions from stockholders. Before we begin, I would like to remind our stockholders that our first quarter 2026 financial results will be announced at our next earnings call on May 6th. We would request that at this time we limit any questions to items that are germane to the annual meeting.
If any stockholder has a question not relating to the annual meeting or any matters on the agenda, an investor relations representative will address the questions after the annual meeting or at some mutually convenient time. Okay, go ahead.
Do you want to take the two questions that we have in the portal?
Sure. The first question in the portal is, "Please advise the NRG response to customer reviews, particularly in the Illinois market, that have criticized NRG for rates that have doubled and for poor customer service." Our rates have not doubled, we're a little bit confused by this question. I think you really need to look at your bill and see what portions may have doubled, because my suspicion is that a lot of that has to do with things like transmission and distribution in which we play no part. We are not aware of the significant number of poor customer service reviews, if you would like to forward those to our customer service line, we'd be happy to take a look at them.
The second question is, "Please advise the NRG response to analysts warning that despite ambitious growth plans, NRG's reliance on natural gas and its accumulation of debt from acquisitions could pressure its balance sheet." Again, having read all of the analyst reports by our, you know, by major analysts, I don't know anyone who is saying that, but we are very, very comfortable with our debt ratios and our balance sheet, as well as with our gas plans and our potential for serving large data center loads with natural gas-fired facilities. Are there any further questions?
No, there are none.
Okay. Before we wrap up, I just want to take a second to acknowledge that as we've previously disclosed, I will be stepping down as Chief Executive and Chair, effective as of this annual meeting. Serving as CEO here has been a great privilege and a great highlight of career. I'm super proud of what everyone has done together as we've positioned NRG for the power demand super cycle, expanded our smart home platform, and scaled our ability to deliver reliable, affordable solutions for customers ranging from households to hyperscalers. I want to thank our customers for choosing us and our stockholders for their continued support. I especially want to thank our 18,000 employees across every part of our organization for the incredible work and achievements of the last several years. The company is being left in great hands.
Robert Gaudette has been instrumental in strengthening NRG's position through strategic growth, operational excellence, and customer-focused innovation. I now have no doubt that he and the remainder of the EMT who have been by my side for these last few years will continue to deliver greatness for NRG. The board and I are confident that Rob and the team are the right people to take NRG forward. With Antonio Carrillo as Chair and this amazing board as well, I'm excited to see what comes next for this rocket ship. I thank each of you for the interest you've shown in the company by attending today's annual meeting. Since there is no further business to discuss, may I have a motion to conclude the meeting?
I move that the annual meeting be concluded.
I second the motion.
All in favor say aye.
Aye.
The annual meeting is concluded.
This concludes the meeting. You may now disconnect.