---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-055016"
form_type: "8-K"
ticker: "NRG"
cik: "0001013871"
company_name: "NRG ENERGY, INC."
filed_at: "2023-05-02T23:59:59+00:00"
generated_at: "2026-06-16T02:25:33.182151+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# NRG stockholders approve amended ESPP increasing shares by 4.4M, reduce purchase price to 90% of FMV

## Summary
- All 10 board nominees elected with majority support; no director vote was contested.
- Amended and Restated ESPP approved: shares reserved increased by 4.4M to 9.7M; purchase price lowered from 95% to 90% of FMV effective April 1, 2023.
- Advisory vote on executive compensation passed with 180.4M for (95.8% of votes cast); one-year frequency selected for future advisory votes.
- KPMG ratified as independent auditor for fiscal 2023 with 210.8M for (98.8% of votes cast).

## SEC filing metadata
- accession: 0001104659-23-055016
- form_type: 8-K
- ticker: NRG
- cik: 0001013871
- company_name: NRG ENERGY, INC.
- filed_at: 2023-05-02T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1013871/000110465923055016/0001104659-23-055016-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1013871/000110465923055016/tm2314408d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-055016
- JSON: https://secwatch.observer/filing/0001104659-23-055016.json
- Plain text: https://secwatch.observer/filing/0001104659-23-055016.txt

## Key facts
- Shareholder Votes
  NRG ENERGY, INC. shareholders approved Election of ten directors at the 2023-04-27 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Proposal 1 — Election of ten directors
  evidence_url: https://www.sec.gov/Archives/edgar/data/1013871/000110465923055016/0001104659-23-055016-index.htm
- Shareholder Votes
  NRG ENERGY, INC. shareholders approved Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the 2023 fiscal year at the 2023-04-27 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Proposal 5 — Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2023 fiscal year
  evidence_url: https://www.sec.gov/Archives/edgar/data/1013871/000110465923055016/0001104659-23-055016-index.htm
- Shareholder Votes
  NRG ENERGY, INC. shareholders approved Adoption of the NRG Energy, Inc. Amended and Restated Employee Stock Purchase Plan at the 2023-04-27 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Proposal 2 — Adoption of the NRG Energy, Inc. Amended and Restated Employee Stock Purchase Plan
  evidence_url: https://www.sec.gov/Archives/edgar/data/1013871/000110465923055016/0001104659-23-055016-index.htm
- Shareholder Votes
  NRG ENERGY, INC. shareholders approved Advisory vote on the compensation of the Company's named executive officers at the 2023-04-27 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Proposal 3 — Advisory vote on the compensation of the Company’s named executive officers
  evidence_url: https://www.sec.gov/Archives/edgar/data/1013871/000110465923055016/0001104659-23-055016-index.htm
- Shareholder Votes
  NRG ENERGY, INC. shareholders approved Advisory vote on the frequency of the advisory vote on the compensation of the Company's named executive officers at the 2023-04-27 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Proposal 4 — Advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers
  evidence_url: https://www.sec.gov/Archives/edgar/data/1013871/000110465923055016/0001104659-23-055016-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.