defa14a
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. )
Filed by the Registrant þ
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
NRG Energy, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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On July 21, 2009, NRG Energy, Inc. issued the following press release:
NRG Energy Stockholders Re-Elect Companys Director Nominees
at 2009 Annual Meeting
Stockholders Reject Exelon Proposal to Expand Board of Directors
PRINCETON, NJ; July 21, 2009NRG Energy, Inc. (NYSE: NRG) today announced that, based on the
preliminary vote count at todays 2009 Annual Meeting, stockholders voted resoundingly to re-elect
all of the Companys director nomineesJohn F. Chlebowski, Howard E. Cosgrove, William E. Hantke
and Anne C. Schaumburgto the NRG Board of Directors. In addition, NRGs stockholders have
rejected Exelons proposal to expand NRGs Board with its own slate of five Director nominees.
NRG stockholders understood that this vote was all about value and they voted overwhelmingly to
send a message that Exelons current offer was unfair to NRG stockholders, said David Crane,
President and Chief Executive Officer. Our stockholders share the same commitment as the Companys
management and its Board of Directors to maximizing value either through continued effective
implementation of the Companys standalone business plan or through combination with Exelon or
another interested party at a price that reflects the value NRG has created and our future growth
prospects. We want to thank our stockholders for their support today.
Crane continued, While we will continue to evaluate any combination offers from Exelon or others,
we will focus on delivering record financial results, maintaining our substantial liquidity,
returning capital to our stockholders and other key elements of our standalone strategy.
Following tabulation and certification by IVS Associates, Inc., the independent inspector of
elections, the final results of the election will be announced in early August.
About NRG
NRG Energy, Inc., a Fortune 500 company, owns and operates one of the countrys largest and most
diverse power generation portfolios. Headquartered in Princeton, NJ, the Companys power plants
provide more than 24,000 megawatts of generation capacityenough to supply more than 20 million
homes. NRGs retail business, Reliant Energy, serves more than 1.7 million residential, business,
commercial and industrial customers in Texas. A past recipient of the energy industrys highest
honorsPlatts Industry Leadership and Energy Company of the Year awards. NRG is a member of the
U.S. Climate Action Partnership (USCAP), a group of business and environmental organizations
calling for mandatory legislation to reduce greenhouse gas emissions. More information is available
at www.nrgenergy.com.
Important Information
In connection with its 2009 Annual Meeting of Stockholders (the 2009 Annual Meeting), NRG Energy,
Inc. (NRG) has filed a definitive proxy statement on Schedule 14A with the Securities and
Exchange Commission (the SEC). INVESTORS AND STOCKHOLDERS OF NRG ARE URGED TO READ THE PROXY
STATEMENT FOR THE 2009 ANNUAL MEETING IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION. In
response to the exchange offer proposed by Exelon Corporation referred to in this communication,
NRG has filed with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9. STOCKHOLDERS OF NRG ARE ADVISED TO READ NRGS SOLICITATION/
RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT
INFORMATION. This communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities of NRG.
Investors and stockholders will be able to obtain free copies of NRGs definitive proxy statement,
the Solicitation/Recommendation Statement on Schedule 14D-9, any amendments or supplements to the
proxy statement and/or the Schedule 14D-9, any other documents filed by NRG in connection with the
2009 Annual Meeting and/or the exchange offer by Exelon Corporation, and other documents filed with
the SEC by NRG at the SECs website at www.sec.gov. Free copies of the definitive proxy statement,
the Solicitation/ Recommendation Statement on Schedule 14D-9, and any amendments and supplements to
these documents can also be obtained by directing a request to Investor Relations Department, NRG
Energy, Inc., 211 Carnegie Center, Princeton, New Jersey 08540.
NRG and its directors and executive officers will be deemed to be participants in the solicitation
of proxies in connection with its 2009 Annual Meeting. Detailed information regarding the names,
affiliations and interests of NRGs directors and executive officers is available in the definitive
proxy statement for the 2009 Annual Meeting, which was filed with the SEC on June 16, 2009.
Forward-Looking Statements
This communication contains forward-looking statements that may state NRGs or its managements
intentions, hopes, beliefs, expectations or predictions for the future. Such forward-looking
statements are subject to certain risks, uncertainties and assumptions, and typically can be
identified by the use of words such as will, expect, estimate, anticipate, forecast,
plan, believe and similar terms. Although NRG believes that its expectations are reasonable, it
can give no assurance that these expectations will prove to have been correct, and actual results
may vary materially. Factors that could cause actual results to differ materially from those
contemplated above include, among others, risks and uncertainties related to the capital markets
generally.
The foregoing review of factors that could cause NRGs actual results to differ materially from
those contemplated in the forward-looking statements included herein should be considered in
connection with information regarding risks and uncertainties that may affect NRGs future results
included in NRGs filings with the SEC at www.sec.gov. Statements made in connection with the
exchange offer are not subject to the safe harbor protections provided to forward-looking
statements under the Private Securities Litigation Reform Act of 1995.
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Contacts: |
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Investors:
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Media: |
Nahla Azmy
609.524.4526
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Meredith Moore
609.524.4522 |
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David Klein
609.524.4527
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Lori Neuman
609.524.4525 |
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Erin Gilli
609.524.4528
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David Knox
713.795.6106 |
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