UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | October 14, 2008 |
NRG Energy, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 001-15891 | 41-1724239 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
211 Carnegie Center, Princeton, New Jersey | 08540 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | 609-524-4500 |
Not Applicable
______________________________________________
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Kathleen McGinty was appointed to the Board of Directors of NRG Energy, Inc., or NRG, effective October 14, 2008. Ms. McGinty joined the board as an independent director and was also appointed to serve on the Governance and Nominating Committee of the Board of Directors. There is no arrangement or understanding between Ms. McGinty and any other person pursuant to which she was appointed as a director.
Non-employee directors other than the Chairman, receive total annual compensation of $180,000 for their service as a member of the Board of Directors. Unless otherwise elected by the director, directors receive 50 percent of their total annual compensation in the form of cash and the remaining 50 percent in the form of vested deferred stock units, or DSU’s. On October 14, 2008, Ms. McGinty received a grant of DSU’s in an amount equal to $90,000 divided by the closing price of NRG’s common stock on October 14, 2008. Each DSU is equivalent in value to one share of NRG’s common
stock. The DSU’s issued to Ms. McGinty will be exchanged for such common stock on a one-to-one basis upon termination of her service on NRG’s Board of Directors. The foregoing description of NRG’s non-employee directors’ compensation is qualified by reference to the description included in the definitive proxy statement for NRG’s 2008 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on April 2, 2008.
On October 16, 2008, NRG issued a press release announcing Ms. McGinty’s appointment, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
Press Release, dated October 16, 2008
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.
NRG Energy, Inc. | ||||
October 20, 2008 | By: |
/s/ J. Andrew Murphy
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Name: J. Andrew Murphy | ||||
Title: Executive Vice Pres & General Counsel |
Exhibit Index
Exhibit No. | Description | |
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99.1
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Press Release, dated October 16, 2008 |
Exhibit 99.1
NRG Energy Appoints Kathleen McGinty to Board of Directors
PRINCETON, NJ; October 16, 2008NRG Energy, Inc. (NYSE:NRG) today appointed Kathleen McGinty, the former Secretary of the Pennsylvania Department of Environmental Protection (DEP), to the Companys Board of Directors. McGinty will serve on the Governance and Nominating Committee.
Kathleen brings experience that will further strengthen our Board of Directors as we seek to position NRG to respond to the economic and environmental dynamics of our industry, said Howard Cosgrove, Chairman of the Board. Her insights and guidance with respect to our RepoweringNRG and ecoNRG programs will be invaluable.
As Secretary of the Pennsylvania DEP from 2003 until this past July, McGinty oversaw all environmental policy, regulatory and enforcement activities and also spearheaded key legislative initiatives in environment and energy. Before joining the DEP, she spent six years in the Clinton White House, where she was chair of the White House Council on Environmental Quality and earlier served as a senior environmental advisor to Vice President Al Gore. McGinty holds a Bachelor of Science in Chemistry from Saint Josephs University and a Juris Doctor from Columbia University in New York. She currently serves as Secretary of the Board of Trustees at Saint Josephs University in Pennsylvania and is the former Chair of the Pennsylvania Energy Development Authority. McGinty is also a founding partner of Peregrine Technology Partners, LLC, a firm focused on commercialization of resource efficient technologies.
NRG Energy, Inc. a Fortune 500 company, owns and operates one of the countrys largest and most diverse power generation portfolios. NRGs 48 plants provide approximately 24,000 megawatts of generation capacityenough to power nearly 20 million homes. In November 2007, NRG won two of the industrys highest honorsPlatts Industry Leadership and Energy Company of the Year awards. Headquartered in Princeton, NJ, 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.
This news release contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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, 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.
NRG undertakes no obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. The foregoing review of factors that could
cause NRGs actual results to differ materially from those contemplated in the forward-looking
statements included in this news release should be considered in connection with information
regarding risks and uncertainties that may affect NRGs future results included in NRGs filings
with the Securities and Exchange Commission at www.sec.gov.
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Contacts:
Investors:
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Media: | |
Nahla Azmy 609.524.4526 |
Meredith Moore 609.524.4522 |
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David Klein 609.524.4527 |
Lori Neuman 609.524.4525 |
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Dave Knox (Texas and Louisiana) 713.795.6106 |