Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described under Item 5.07 below, at the Annual Meeting of Stockholders (the
Annual Meeting
) of NRG Energy, Inc. (the
Company
) held on April 27, 2017, the Companys stockholders, upon the recommendation of the Companys board of directors (the
Board
), approved the
NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan (the
Amended and Restated LTIP
). The Amended and Restated LTIP (i) increases the number of shares available for issuance from 22,000,000 to 25,000,000, (ii) extends the term of the Amended and Restated LTIP until February 22, 2027, (iii) adds plan features to provide additional stockholder protections, and (iv) updates and makes other technical or clarifying changes. The Companys Board approved the Amended and Restated LTIP on February 23, 2017, subject to stockholder approval at the Annual Meeting.
The foregoing description of the Amended and Restated LTIP is qualified in its entirety by reference to the full text of the Amended and Restated LTIP, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference,
as well as the description of the Amended and Restated LTIP included in the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on March 16, 2017.
Also at the Annual Meeting, the Companys stockholders, upon the recommendation of the Companys Board, approved the NRG Energy, Inc. Amended and Restated Employee Stock Purchase Plan (the
Amended and Restated ESPP
). The Amended and Restated ESPP (i) increases the number of shares authorized by 3,000,000, to increase the number of shares reserved under the Amended and Restated ESPP to 5,300,000 resulting in approximately 3,385,300 shares available for future purchases; (ii) extends the term of the Amended and Restated ESPP to December 31, 2026; and (iii) makes other technical changes regarding the administration of the Amended and Restated ESPP. The aggregate number of shares which may be purchased under the Amended and Restated ESPP will not exceed the number of shares reserved for the Amended and Restated ESPP. The Companys Board approved the Amended and Restated ESPP on February 23, 2017, subject to stockholder approval at the Annual Meeting.
The foregoing description of the Amended and Restated ESPP is qualified in its entirety by reference to the full text of the Amended and Restated ESPP, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference,
as well as the description of the Amended and Restated ESPP included in the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on March 16, 2017.