UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | July 28, 2010 |
NRG Energy, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 001-15891 | 41-1724239 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 211 Carnegie Center, Princeton, New Jersey | 08540 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 609-524-4500 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) At the Annual Meeting of Stockholders of NRG Energy, Inc. (the “Company”) held on July 28, 2010, the Company’s stockholders, upon the recommendation of the Board of Directors, approved the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan (the “Plan”). The Plan (i) increases the number of shares available for issuance under the Plan, (ii) adds a clawback provision to the Plan that will require participants to repay Awards, as defined in the Plan, in certain circumstances, and (iii) updates and makes other technical or clarifying changes. The full text of the Plan is attached to this report as Exhibit 10.1 and is incorporated by reference herein.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on July 28, 2010. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.
(a) Proposal 1 – Election of Class I Directors
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
Kirbyjon H. Caldwell |
209,812,520 | 2,182,727 | 2,992,178 | 31,421,919 | ||||||||||||
David Crane |
211,064,511 | 930,479 | 2,992,435 | 31,421,919 | ||||||||||||
Stephen L. Cropper |
209,820,677 | 2,079,575 | 3,087,173 | 31,421,919 | ||||||||||||
Kathleen A. McGinty |
210,929,931 | 1,067,814 | 2,989,680 | 31,421,919 | ||||||||||||
Thomas H. Weidemeyer |
209,822,955 | 2,171,467 | 2,993,003 | 31,421,919 | ||||||||||||
(b) Proposal 2 – Approval of the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
193,943,671
|
18,040,290 | 3,003,464 | 31,421,919 | |||||||||
(c) Proposal 3 – Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
242,279,313
|
1,109,838 | 3,020,193 | 0 | |||||||||
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. | Description |
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| 10.1 | The NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan. |
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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. | ||||
| August 3, 2010 | By: |
/s/ Michael Bramnick
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| Name: Michael Bramnick | ||||
| Title: Executive Vice Pres & General Counsel | ||||
Exhibit Index
| Exhibit No. | Description | |
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10.1
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The NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan |