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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/02/22 NRG Energy, Inc. 8-K:5,9 12/01/22 11:386K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 28K 2: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 159K 6: R1 Cover HTML 47K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- tm2231415d1_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.LAB XBRL Labels -- nrg-20221201_lab XML 96K 5: EX-101.PRE XBRL Presentations -- nrg-20221201_pre XML 64K 3: EX-101.SCH XBRL Schema -- nrg-20221201 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001104659-22-124084-xbrl Zip 57K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| i Delaware (State or other jurisdiction of incorporation or organization) |
i 001-15891 (Commission File Number) |
i 41-1724239 (I.R.S. Employer Identification No.) |
| i 910 Louisiana Street i Houston i Texas | i 77002 |
| (Address of Principal Executive Offices) | (Zip Code) |
( i 713)
i 537-3000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of
exchange on which registered | ||
| i Common Stock, par value $0.01 | i NRG | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
C:
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 1, 2022, the Board of Directors (the “Board”) of NRG Energy, Inc. (the “Company”) approved and adopted the amended and restated by-laws of the Company (the “Amended and Restated By-Laws”), effective as of such date.
The Amended and Restated By-Laws address the universal proxy rules under Rule 14a-19 of the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), by, among other things, providing that: (i) a stockholder who submits a director nomination notice must also make a representation as to whether such stockholder intends to solicit proxies in support of its proposed nominee in accordance with Rule 14a-19 and (ii) if the stockholder provides notice pursuant to Rule 14a-19 with respect to a proposed nominee and subsequently fails to comply with requirements of Rule 14a-19, the Company will disregard the nomination of the proposed nominee. The Amended and Restated By-laws also require that a stockholder update and supplement certain information required to be included in the stockholder’s notice as of the record date for the applicable meeting and a date prior to the applicable meeting.
The above description is qualified in its entirety by reference to the Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 3.2 | By-Laws of NRG Energy, Inc., as amended and restated effective December 1, 2022 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the XBRL document. |
C:
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.
| Dated: December 2, 2022 | NRG Energy, Inc. | |
| (Registrant) | ||
| By: | /s/ Christine A. Zoino | |
| Christine A. Zoino | ||
| Corporate Secretary | ||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/2/22 | None on these Dates | ||
| For Period end: | 12/1/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 NRG Energy, Inc. 10-K 12/31/23 195:30M 8/08/23 NRG Energy, Inc. S-8 8/08/23 4:94K Toppan Merrill/FA 3/10/23 NRG Energy, Inc. S-8 3/10/23 4:127K Toppan Merrill/FA 2/23/23 NRG Energy, Inc. 10-K 12/31/22 164:28M |