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NEE-20210520_G1.JPG

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 earliest event reported:  May 20, 2021

Commission
File
Number
Exact name of registrant as specified in its
charter, address of principal executive offices and
registrant's telephone number
IRS Employer
Identification
Number
1-8841 NEXTERA ENERGY, INC. 59-2449419
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000


State or other jurisdiction of incorporation or organization:  Florida

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange
on which registered
Common Stock, $0.01 Par Value NEE New York Stock Exchange
4.872% Corporate Units NEE.PRO New York Stock Exchange
5.279% Corporate Units NEE.PRP New York Stock Exchange
6.219% Corporate Units NEE.PRQ 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).

Emerging growth company

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.



SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

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

(e)As described in Item 5.07 of this Current Report on Form 8-K, NextEra Energy, Inc. (NEE) held its 2021 Annual Meeting of Shareholders on May 20, 2021 (2021 Annual Meeting). At the 2021 Annual Meeting shareholders approved the NextEra Energy, Inc. 2021 Long Term Incentive Plan (2021 LTIP). The 2021 LTIP had been approved by NEE’s Board of Directors (Board) on February 12, 2021, subject to receipt of shareholder approval, and became effective upon receipt of shareholder approval on May 20, 2021.
The following description of certain terms of the 2021 LTIP is qualified in all respects by the terms of the 2021 LTIP, which is filed as Exhibit 10 to this Current Report on Form 8-K and incorporated herein by reference.

Term. The 2021 LTIP terminates automatically ten years after its effective date, unless it is earlier terminated by the Board.

Eligibility. Awards may be granted under the 2021 LTIP only to individuals who are officers or other employees of NEE, its subsidiaries and other affiliates.

Awards. The following type of awards may be made under the 2021 LTIP, subject to limitations set forth in the 2021 LTIP:

stock options, which may be either incentive stock options or non-qualified stock options;
restricted stock;
deferred stock units, also referred to as “restricted stock units”;
performance shares or other performance-based awards;
dividend equivalent rights;
stock appreciation rights; and
other equity-based awards, including unrestricted stock.

Shares Available for Issuance. Subject to adjustment as provided in the 2021 LTIP, the maximum number of shares of NEE’s common stock that is available for issuance under the 2021 LTIP is 65 million shares, plus the number of shares subject to awards outstanding under NEE’s 2011 Amended and Restated Long Term Incentive Plan as of May 20, 2021 (the effective date of the 2021 LTIP) which thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares.

A description of the material terms of the 2021 LTIP is set forth in Proposal 4, under the heading “Approval of the NextEra Energy, Inc. 2021 Long Term Incentive Plan,” in NEE’s definitive proxy statement on Schedule 14A for the 2021 Annual Meeting of Shareholders (Proxy Statement), filed with the Securities and Exchange Commission on March 31, 2021.



Item 5.07  Submission of Matters to a Vote of Security Holders

(a)At the 2021 Annual Meeting, NEE's shareholders approved four proposals and did not approve one shareholder proposal. The proposals are described in detail in NEE's Proxy Statement.

(b)The final voting results with respect to each proposal voted upon at the 2021 Annual Meeting are set forth below.

Proposal 1

NEE's shareholders elected each of the twelve nominees to the Board for a one-year term, as set forth below:

    FOR   %
VOTES
CAST
FOR
AGAINST   ABSTENTIONS BROKER
NON-VOTES
Sherry S. Barrat 1,332,305,452  90.1  % 146,284,393  13,605,217  224,470,124 
James L. Camaren 1,386,534,050  93.2  % 101,839,985  3,821,027  224,470,124 
Kenneth B. Dunn 1,457,429,674  97.9  % 31,024,028  3,741,360  224,470,124 
Naren K. Gursahaney 1,460,017,881  98.1  % 28,487,205  3,689,976  224,470,124 
Kirk S. Hachigian 1,417,299,870  95.2  % 71,019,128  3,876,064  224,470,124 
Amy B. Lane 1,462,791,341  98.3  % 25,996,334  3,407,387  224,470,124 
David L. Porges 1,478,774,524  99.4  % 9,488,588  3,931,950  224,470,124 
James L. Robo 1,300,707,367  88.1  % 174,953,061  16,534,634  224,470,124 
Rudy E. Schupp 1,359,581,737  92.0  % 118,451,765  14,161,560  224,470,124 
John L. Skolds 1,473,334,071  99.0  % 15,003,679  3,857,312  224,470,124 
Lynn M. Utter 1,469,750,540  98.7  % 18,963,605  3,480,917  224,470,124 
Darryl L. Wilson 1,472,613,619  98.9  % 15,851,012  3,730,431  224,470,124 

Proposal 2

NEE's shareholders ratified the appointment of Deloitte & Touche LLP as NEE's independent registered public accounting firm for 2021, as set forth below:

FOR %
VOTES
CAST
FOR
AGAINST ABSTENTIONS BROKER
NON-VOTES
1,620,248,257 94.6% 92,591,446 3,825,483

Proposal 3

NEE's shareholders approved, by non-binding advisory vote, NEE's compensation of its named executive officers as disclosed in the Proxy Statement, as set forth below:

FOR %
VOTES
CAST
FOR
AGAINST ABSTENTIONS BROKER
NON-VOTES
1,367,783,195 92.3% 113,799,537 10,612,330 224,470,124

3


Proposal 4

The Company's shareholders approved the NextEra Energy, Inc. 2021 Long Term Incentive Plan, as set forth below:

FOR %
VOTES
CAST
FOR
AGAINST ABSTENTIONS BROKER
NON-VOTES
1,392,460,825 93.8% 92,685,816 7,048,421 224,470,124

Proposal 5

NEE's shareholders did not approve a non-binding shareholder proposal that would permit written consent by shareholders entitled to cast the minimum number of votes necessary to authorize action at a meeting at which all shareholders entitled to vote were present and voting, as set forth below:

FOR %
VOTES
CAST
FOR
AGAINST ABSTENTIONS BROKER
NON-VOTES
707,472,641 47.8% 773,676,396 11,046,025 224,470,124

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
Description
10
101 Interactive data files for this Form 8-K formatted in Inline XBRL
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


4


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 thereunto duly authorized.

Date:  May 25, 2021

NEXTERA ENERGY, INC.
(Registrant)



CHARLES E. SIEVING
Charles E. Sieving
Executive Vice President & General Counsel


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