DEFA14A 1 y78310cdefa14a.htm DEFINITIVE ADDITIONAL MATERIALS defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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NRG Energy, Inc.
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On July 21, 2009, NRG Energy, Inc. issued the following press release:
(NRG LOGO)
NRG Energy Stockholders Re-Elect Company’s Director Nominees
at 2009 Annual Meeting
Stockholders Reject Exelon Proposal to Expand Board of Directors
PRINCETON, NJ; July 21, 2009—NRG Energy, Inc. (NYSE: NRG) today announced that, based on the preliminary vote count at today’s 2009 Annual Meeting, stockholders voted resoundingly to re-elect all of the Company’s director nominees—John F. Chlebowski, Howard E. Cosgrove, William E. Hantke and Anne C. Schaumburg—to the NRG Board of Directors. In addition, NRG’s stockholders have rejected Exelon’s proposal to expand NRG’s 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 Exelon’s current offer was unfair to NRG stockholders,” said David Crane, President and Chief Executive Officer. “Our stockholders share the same commitment as the Company’s management and its Board of Directors to maximizing value either through continued effective implementation of the Company’s 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 country’s largest and most diverse power generation portfolios. Headquartered in Princeton, NJ, the Company’s power plants provide more than 24,000 megawatts of generation capacity—enough to supply more than 20 million homes. NRG’s retail business, Reliant Energy, serves more than 1.7 million residential, business, commercial and industrial customers in Texas. A past recipient of the energy industry’s highest honors—Platts 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 NRG’S 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 NRG’s 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 SEC’s 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 NRG’s 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 NRG’s or its management’s 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 NRG’s 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 NRG’s future results included in NRG’s 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:
   
 
   
Investors:
  Media:
Nahla Azmy
609.524.4526
  Meredith Moore
609.524.4522
 
   
David Klein
609.524.4527
  Lori Neuman
609.524.4525
 
   
Erin Gilli
609.524.4528
  David Knox
713.795.6106