UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of NRG Energy, Inc. (the “Company”) has been undergoing a Board succession and refreshment process to align Board oversight with the strategic direction of the Company.
In connection with this process, the Board has accepted the retirements of Mr. Terry Dallas, who will not stand for re-election at the 2020 annual meeting of shareholders, and Mr. William Hantke, whose retirement will be effective December 31, 2019. The retirements of Messrs. Dallas and Hantke were not the result of any disagreement with the Company or its management and the Board recognizes the exemplary service they have provided during their tenure.
In addition, the Board has identified Mr. Antonio Carrillo and Ms. Alexandra Pruner as director candidates and, following the recommendation of the Governance and Nominating Committee, has appointed such individuals to serve on the Board, effective October 15, 2019. Each new director will serve as an independent director and there is no arrangement or understanding between any new director and any other person, pursuant to which they were appointed as a director. Mr. Carrillo has been appointed to serve as a member of the Company’s Audit and Compensation Committees. Ms. Pruner has been appointed to serve as a member of the Company’s Finance and Risk Management and Governance and Nominating Committees.
The Board will consist of 12 members until the retirements of Messrs. Dallas and Hantke, at which time the Board will be reduced to 10 members.
Item 9.01 Financial Statement and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 99.1 | Press release dated October 14, 2019 | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NRG Energy, Inc. | |||
| (Registrant) | |||
| Dated: October 14, 2019 | By: | /s/ Christine A. Zoino | |
| Christine A. Zoino | |||
| Corporate Secretary | |||