UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

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NRG Energy, Inc.

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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 25, 2019. NRG ENERGY, INC. You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of NRG ENERGY, INC. C/O OFFICE OF GENERAL COUNSEL 804 CARNEGIE CENTER PRINCETON, NJ 08540-6213 the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. proxy materials and voting instructions. E59378-P17131 See the reverse side of this notice to obtain Meeting Information Meeting Type:Annual Meeting For holders as of:March 1, 2019 Date: April 25, 2019Time: 9:00 AM CT Location: JW Marriott Downtown 806 Main Street Houston,Texas 77002

 

Before You Vote How to Access the Proxy Materials Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. How To Vote Please Choose One of the Following Voting Methods marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. E59379-P17131 Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Proxy Materials Available to VIEW or RECEIVE: 1. LETTER TO STOCKHOLDERS2. NOTICE AND PROXY STATEMENT3. ANNUAL REPORT How to View Online: following page) and visit: www.proxyvote .com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET:www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*:sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 11, 2019 to facilitate timely delivery.

 

The Board of Directors recommends a vote FOR the nominees listed under Proposal 1 and FOR Proposals 2 and 3. 2. To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers. 1. Election of Directors Nominees: 3. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2019. 1a. E. Spencer Abraham 1b. Matthew Carter, Jr. The Board of Directors recommends you vote AGAINST Proposal 4: 1c. Lawrence S. Coben 4. To vote on a stockholder proposal regarding disclosure of political expenditures, if properly presented at the meeting. 1d. Heather Cox 1e. Terry G. Dallas NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 1f. Mauricio Gutierrez 1g. William E. Hantke 1h. Paul W. Hobby 1i. Anne C. Schaumburg 1j. Thomas H. Weidemeyer E59380-P17131 Voting Items

 

E59381-P17131