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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):		March 23, 2009

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)

Registrant’s 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))

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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.

Pastor Kirbyjon H. Caldwell was appointed to the Board of Directors of NRG Energy, Inc., or NRG, on March 23, 2009. Pastor Caldwell joined the board as an independent Class I director. There is no arrangement or understanding between Pastor Caldwell and any other person pursuant to which he 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 March 23, 2009, Pastor Caldwell received a grant of DSU’s in an amount equal to $90,000 divided by the closing price of NRG’s common stock on March 23, 2009. Each DSU is equivalent in value to one share of NRG’s common stock. The DSU’s issued to Pastor Caldwell will be exchanged for such common stock on a one-to-one basis upon termination of his 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 March 24, 2009, NRG issued a press release announcing Pastor Caldwell’s appointment, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release, dated March 24, 2009

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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.
March 24, 2009		By:		/s/ Michael R. Bramnick
				Name: Michael R. Bramnick
				Title: Sr. Vice Pres. & General Counsel

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Exhibit Index

Exhibit No.		Description
99.1		Press Release dated March 24, 2009

Exhibit 99.1

NRG Energy, Inc. Appoints Pastor Kirbyjon H. Caldwell to its Board of Directors; Provides
Update on Acquisition of Reliant Retail Business

PRINCETON, NJ; March 24, 2009—NRG Energy, Inc. (NYSE: NRG) today announced that it has appointed Pastor Kirbyjon H. Caldwell, a former director of Reliant Energy, Inc. and a valued Texas community leader and social entrepreneur, to NRG’s Board of Directors. Pastor Caldwell, Senior Pastor at the 15,000-member Windsor Village United Methodist Church in Houston, will begin serving his term immediately.

“We are very pleased to have Pastor Caldwell join our Board of Directors,” said Howard Cosgrove, Chairman of the NRG Board. “In addition to his experience with Reliant, Pastor Caldwell brings with him a wealth of expertise, both from within our industry and beyond, that complements the backgrounds of our existing Board members. His proven business knowledge and skills, particularly with respect to the Texas retail business and community, will help ensure a seamless integration with Reliant’s people and operations that will benefit both companies’ employees, Texas customers and NRG stockholders.”

Pastor Caldwell has deep ties to the Texas community and currently serves on the Board of Directors of numerous corporate, educational, health care and community development organizations including Continental Airlines, Inc., Southern Methodist University and Baylor College of Medicine. Pastor Caldwell also is a Limited Partner in the Houston Texans. He graduated from Carleton College with a degree in economics and received a Masters degree from Southern Methodist University and a Masters of Business Administration from the Wharton School of the University of Pennsylvania.

With the appointment of Pastor Caldwell, the NRG Board will consist of 13 members, 12 of whom are non-management. NRG’s Board is comprised of seasoned directors who bring a breadth of experience in the energy sector including expertise on nuclear power, finance, commercial operations, risk management and other related businesses to ensure the highest level of experience and understanding to make informed decisions about what is best for the Company and its stockholders.

Reliant Retail Transaction Update: As previously announced on March 2, 2009, NRG entered into a definitive agreement to acquire Reliant Energy, Inc.’s Texas retail business for $287.5 million in cash. The combination of a power generation and a leading retail franchise will create a strong, reliable and competitive business for the benefit of Texas customers. On March 6, 2009, NRG and Reliant submitted the principal filings associated with its proposed transaction, including, Hart-Scott-Rodino pre-merger notification to the Federal Trade Commission. The transaction is not expected to raise any horizontal or vertical market power concerns because Reliant’s Texas retail businesses do not own any generation, transmission or distribution facilities. The acquisition remains on track to close in the second quarter of this year.

NRG Energy, Inc., a Fortune 500 company, owns and operates one of the country’s largest and most diverse power generation portfolios. NRG’s 48 plants provide approximately 24,000 megawatts of generation capacity—enough to power nearly 20 million homes. In November 2007, NRG won two of the industry’s highest honors—Platts 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.

Safe Harbor Disclosure

Certain statements contained herein may constitute 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 that include statements regarding the timing and other benefits of the acquisition described herein, and typically can be identified by the use of words such as “will,” “expect,” “estimate,” “anticipate,” “forecast,” “plan,” “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. Factors that could cause actual results to differ materially from those contemplated above include, among others, general economic conditions, hazards customary in the power industry, weather conditions, competition in wholesale power markets, the volatility of energy and fuel prices, failure of customers to perform under contracts, changes in the wholesale power markets, changes in government regulation of markets and of environmental emissions, the condition of capital markets generally, our ability to access capital markets, unanticipated outages at our generation facilities, adverse results in current and future litigation, and the inability to implement value enhancing improvements to plant operations and companywide processes.

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 NRG’s actual results to differ materially from those contemplated in the forward-looking statements included herein should be considered in connection with information regarding risks and uncertainties that may affect NRG’s future results included in NRG’s filings with the Securities and Exchange Commission at www.sec.gov.

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