UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Clearway Energy, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on April 29, 2021. At the Annual Meeting, as discussed below, the shareholders approved the amendment and restatement of the Company’s Amended and Restated 2013 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock available for issuance under the Plan from 2,000,000 shares to 4,500,000 shares and to make certain additional changes. A description of the terms and conditions of the Plan is included in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on March 17, 2021 and is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Company’s Annual Meeting held on April 29, 2021.
(a) Proposal 1 – Election of nine directors
| Name | Votes For | Withheld | Broker Non-Votes | ||||
| Jonathan Bram | 56,663,659 | 10,230,564 | 0 | ||||
| Brian R. Ford | 61,856,035 | 5,038,188 | 0 | ||||
| Nathaniel Anschuetz | 59,195,685 | 7,698,538 | 0 | ||||
| Bruce MacLennan | 59,202,806 | 7,691,417 | 0 | ||||
| Ferrell P. McClean | 60,961,119 | 5,933,104 | 0 | ||||
| Daniel B. More | 61,865,351 | 5,028,872 | 0 | ||||
| E. Stanley O’Neal | 66,440,142 | 454,081 | 0 | ||||
| Christopher S. Sotos | 58,005,110 | 8,889,113 | 0 | ||||
| Scott Stanley | 59,203,474 | 7,690,749 | 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 — Advisory vote on the Company’s executive compensation
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 66,202,910 | 546,555 | 144,758 | 2,963,644 |
The foregoing Proposal 2 was approved.
(c) Proposal 3 – Approval of the amendment and restatement of the Plan, as described above under Item 5.02 of this Current Report on Form 8-K
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 65,245,027 | 1,559,671 | 89,524 | 2,963,644 |
The foregoing Proposal 3 was approved.
(d) Proposal 4 – Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the 2021 fiscal year
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 69,667,416 | 156,505 | 33,945 | 0 |
The foregoing Proposal 4 was approved.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 * | Clearway Energy, Inc. Amended and Restated 2013 Equity Incentive Plan, as amended and restated effective February 19, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
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 3, 2021