NRG ENERGY, INC. appointed Lawrence Coben as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.


Appointment of Lawrence Coben as Interim President and Chief Executive Officer


On November 17, 2023, the Board appointed Lawrence Coben, 65, to the position of interim president and chief executive officer ("Interim CEO"), effective immediately. He succeeds Mauricio Gutierrez, who resigned as the Company's Chief Executive Officer and President and as a member of the Board, effective November 17, 2023. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.


Biographical and other information about Dr. Coben is included the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 15, 2023 (the "Proxy Statement"). Dr. Coben will continue in his role as the Company's Chair of the Board.


Dr. Coben does not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any persons pursuant to which Dr. Coben has been appointed to his position. In addition, there have been no transactions directly or indirectly involving Dr. Coben that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").


As of the filing of this Current Report on Form 8-K (this "Report"), the Compensation Committee of the Board (the "Compensation Committee") and the Board have not finalized the compensation of Dr. Coben in connection with his appointment as Interim CEO. The Company will provide this information by filing an amendment to this Report after the information is determined or becomes available.


Appointment of Anne Schaumburg as Lead Independent Director


On November 17, 2023, in accordance with the Company's corporate governance guidelines, the Board appointed Anne Schaumburg to serve as the Company's lead independent director to serve in this capacity for so long as the Company's Chair and Chief Executive Officer roles are being held by the same person.


A copy of the Company's press release announcing the transition is attached hereto and filed as Exhibit 99.1 and incorporated by reference herein.


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Appointment of New Directors


Pursuant to the Cooperation Agreement, the size of the Board will be expanded from ten (10) to thirteen (13) members, and the Board will appoint the New Directors to serve as members of the Board subject to and effective upon their satisfaction of the Company's customary director nomination and onboarding procedures; provided, however, that Mr. Howell's appointment to the Board will be effective on the next business day following written notification by Elliott to the Company of Mr. Howell's eligibility to serve on the Board, and until the effective time of such appointment, Mr. Howell will serve as an observer of the Board. A copy of the press release, which includes certain biographical information of the New Directors, is furnished as Exhibit 99.1 and incorporated herein by reference.


Effective as of the effectiveness of their appointments as directors of the Company, the New Directors will participate in the Company's director compensation program, as described in the Proxy Statement under the caption "Director Compensation."


There are no arrangements or understandings between any of the New Directors and any other person pursuant to which each was selected as a director, other than with respect to the matters referenced in Item 1.01, and there have been no transactions since the beginning of the Company's last fiscal year, nor are there any currently proposed transactions, regarding the New Directors that are required to be disclosed by Item 404(a) of Regulation S-K promulgated under the Exchange Act.