UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described below under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders of Clearway Energy, Inc. (the “Company”) held on April 30, 2020, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, approved the Amended and Restated Certificate of Incorporation of Clearway Energy, Inc. (the “Amended and Restated Charter”). On May 1, 2020, the Company filed the Amended and Restated Charter with the Secretary of State of the State of Delaware.
The Amended and Restated Charter amends references to the Federal Energy Regulatory Commission and related matters to reflect the Company’s current corporate structure in light of the change in Company sponsorship in August 2018. The Amended and Restated Charter makes further non-substantive updates to replace references to NRG Energy, Inc., the Company’s former sponsor, with references to Clearway Energy Group LLC or Global Infrastructure Investors III, LLC, the Company’s new sponsor entities, where appropriate.
The foregoing description of the Amended and Restated Charter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Charter attached hereto as Exhibit 3.1, which is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders on April 30, 2020. 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 nine directors
| Name | Votes For | Withheld | Broker Non-Votes | |||
| Jonathan Bram | 59,395,562 | 10,085,253 | 0 | |||
| Brian R. Ford | 65,097,515 | 4,383,300 | 0 | |||
| Nathanial Anschuetz | 59,850,873 | 9,629,942 | 0 | |||
| Bruce MacLennan | 59,852,704 | 9,628,111 | 0 | |||
| Ferrell P. McClean | 63,459,473 | 6,021,342 | 0 | |||
| Daniel B. More | 65,098,947 | 4,381,868 | 0 | |||
| E. Stanley O’Neal | 68,185,343 | 1,295,472 | 0 | |||
| Christopher S. Sotos | 60,932,357 | 8,548,458 | 0 | |||
| Scott Stanley | 59,853,816 | 9,626,999 | 0 |
With respect to the foregoing Proposal 1, all nine directors were elected and each received a plurality of the votes cast at the Annual Meeting.
(b) Proposal 2 — Approval of the Amended and Restated Certificate of Incorporation, as described above under Item 5.03 of this Current Report on Form 8-K.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 69,329,744 | 78,179 | 72,892 | 3,009,970 |
The foregoing Proposal 2 was approved.
(c) Proposal 3 – Advisory vote on the Company’s executive compensation
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 68,918,154 | 398,343 | 164,317 | 3,009,971 |
The foregoing Proposal 3 was approved.
(d) Proposal 4 – Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2020 fiscal year
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 72,284,272 | 161,538 | 44,975 | 0 |
The foregoing Proposal 4 was approved.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Clearway Energy, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Clearway Energy, Inc. | ||
| By: | /s/ Kevin P. Malcarney | |
| Kevin P. Malcarney | ||
| General Counsel and Corporate Secretary | ||
Date: May 4, 2020