NextEra Energy, Inc.

P.O. Box 14000

700 Universe Boulevard

Juno Beach, Florida 33408-0420

Notice of Annual Meeting of Shareholders

May 19, 201624, 2018

The 2018 Annual Meeting of Shareholders of NextEra Energy, Inc. (“NextEra Energy” or the “Company”) will be held on Thursday, May 19, 2016,24, 2018, at 8:00 a.m., CentralMountain time, in the Young Ballroom at the Embassy Suites Hotel at 741 North Phillips Ave., Oklahoma City, OklahomaThe Westin La Paloma, 3800 East Sunrise Drive, Tucson, Arizona to consider and act upon the following matters:

The proxy statement more fully describes these matters. NextEra Energy has not received notice of other matters that may properly be presented at the annual meeting.

The record date for shareholders entitled to notice of, and to vote at, the annual meeting and any adjournment(s) or postponement(s) of the annual meeting is March 23, 2016.26, 2018.

Admittance to the annual meeting will be limited to shareholders as of the record date or their dulyduly- appointed proxies. For the safety of attendees, all boxes, handbags and briefcases are subject to inspection. Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices are not permitted at the meeting.

NextEra Energy is pleased to be furnishingdeliver proxy materials by taking advantage of the Securities and Exchange Commission rule that allows issuers to furnish proxy materials to their shareholders onelectronically via the Internet. The Company believes this ruleElectronic delivery allows itNextEra Energy to provide you with the information you need for the annual meeting, while reducing the environmental impactimpacts and cost of the annual meeting.costs.

Please submit your proxy or voting instructions on the Internet or by telephone promptly by following the instructions about how to view the proxy materials on your Notice of Internet Availability of Proxy Materials so that your shares can be voted, regardlessRegardless of whether you expect to attend the annual meeting. If you received your proxy materials by mail, you maymeeting, please submit your proxy or voting instructions on the Internet or by telephone, or you may submitpromptly so that your proxy by marking, dating, signing and returning the enclosed proxy/confidential voting instruction card. If you attend the annual meeting, you may withdraw your proxy and vote in person.shares can be voted.

By order of the Board of Directors.

W. SCOTT SEELEYScott Seeley

Vice President, Compliance & Corporate Secretary

Juno Beach, Florida

March 31, 2016April 6, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING TO BE HELD MAY 24, 2018

This proxy statement and the NextEra Energy 2017 annual report to shareholders are available atwww.proxyvote.com.

TABLE OF CONTENTSTable of Contents

NextEra Energy, Inc.Proxy Statement Summary

Annual MeetingThis summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of Shareholders

May 19, 2016

PROXY STATEMENT

the information that you should consider. You should read the entire proxy statement carefully before voting. This proxy statement contains information related to the solicitation of proxies by the Board of Directors (the “Board”) of NextEra Energy, Inc. (the “Board”), a Florida corporation (“NextEra Energy,” the “Company,” “we,” “us” or “our”), in connection with the 20162018 annual meeting of NextEra Energy’s shareholders to be held on Thursday, May 19, 2016, at 8:00 a.m., Central time, in the Young Ballroom at the Embassy Suites Hotel at 741 North Phillips Ave., Oklahoma City, Oklahoma, and at any adjournment(s) or postponement(s) of the annual meeting.

ELECTRONIC DELIVERY OF PROXY MATERIALS

Under the rules of the Securities and Exchange Commission (“SEC”), NextEra Energy is furnishing proxy materials to many of its shareholders on the Internet, rather than mailing paper copies of the materials to each shareholder.

On or about March 31, 2016, NextEra Energy mailed to many of its shareholders of record a Notice of Internet Availability of Proxy Materials (the “Notice”), containing instructions on how to access and review the proxy materials, including the proxy statement and annual report to shareholders, on the Internet. The Notice also instructs shareholders on how to access their proxy card to be able to submit their proxies on the Internet. Brokerage firms and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice. Other shareholders, in accordance with their prior requests, have received e-mail notification of how to access the proxy materials and submit their proxies on the Internet. On or about March 31, 2016, NextEra Energy also began mailing a full set of proxy materials to certain shareholders, including shareholders who have previously requested a paper copy of the proxy materials.

Internet distribution of the proxy materials is designed to expedite receipt by shareholders, lower the cost of the annual meeting, and conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive NextEra Energy’s proxy materials electronically, you will continue to receive the materials via e-mail unless you elect otherwise.

How do I access the proxy materials if I received a Notice of Internet Availability of Proxy Materials?

The Notice you received from NextEra Energy or your brokerage firm, bank or other nominee provides instructions regarding how to view NextEra Energy’s proxy materials for the 2016 annual meeting on the Internet. As explained in greater detail in the Notice, to view the proxy materials and submit your proxy, you will need to follow the instructions in your Notice and have available your 16-digit Control number(s) contained in your Notice.

How do I request paper copies of the proxy materials?

Whether you hold NextEra Energy shares through a brokerage firm, bank or other nominee (in “street name”), or hold NextEra Energy shares directly in your name through NextEra Energy’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), as a shareholder of record, you may request paper copies of the 2016 annual meeting proxy materials by following the instructions listed atwww.proxyvote.com, bytelephoning 800-579-1639 or by sending an e-mail tosendmaterial@proxyvote.com.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This proxy statement and the NextEra Energy 2015 annual report to shareholders are available atwww.proxyvote.com.

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ABOUT THE ANNUAL MEETING

What is the purpose of the annual meeting?

At the annual meeting, shareholders will act upon the matters identified in the accompanying notice of annual meeting of shareholders. These matters include the election as directors of the nominees specified in this proxy statement, ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2016, approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in this proxy statement, approval of the material terms for payment of performance-based compensation under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan, and, if properly presented at the meeting, consideration of three shareholder proposals.

Who may attend the annual meeting?

Subject to space availability, all shareholders as of the record date, or their duly appointed proxies, may attend the annual meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at 7:30 a.m., Central time. If you plan to attend, please note that you will be asked to present valid picture identification, such as a driver’s license or passport. Invited representatives of the media and financial community may also attend the annual meeting.

You will need proof of ownership of NextEra Energy common stock on the record date to attend the annual meeting:

For the safety of attendees, all boxes, handbags and briefcases are subject to inspection. Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices are not permitted at the meeting.

Will the annual meeting be webcast?

Our annual meeting will be webcast (audio, listen only) on May 19, 2016. If you do not attend the annual meeting, you are invited to visitwww.nexteraenergy.comat 8:00 a.m., Central time, on Thursday, May 19, 2016 to access the webcast of the meeting. You will not be able to vote your shares via the webcast. A replay of the webcast also will be available on our website through the first week of June 2016.

Who is entitled to vote at the annual meeting?

Only NextEra Energy shareholders at the close of business on March 23, 2016, the record date for the annual meeting, are entitled to receive notice of, and to vote at, the annual meeting. If you were a shareholder on that date, you will be entitled to vote all of the shares that you held on that date at the annual meeting or any adjournment(s) or postponement(s) of the annual meeting.

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What are the voting rights of the holders of the Company’s common stock?

Each outstanding share of NextEra Energy common stock, par value $.01 per share (“common stock”), will be entitled to one vote on each matter properly brought before the annual meeting.

What constitutes a quorum?

The presence at the annual meeting, in person or by proxy, of the holders of a majority of the shares of NextEra Energy common stock issued and outstanding on the record date will constitute a quorum, permitting the business of the meeting to be conducted.

As of the record date, 461,432,995 shares of NextEra Energy common stock, representing the same number of votes, were outstanding. Thus, the presence of the holders of common stock representing at least 230,716,498 shares will be required to establish a quorum.

In determining the presence of a quorum at the annual meeting, abstentions in person, proxies received but marked as abstentions as to any or all matters to be voted on that permit abstentions, and proxies received with broker non-votes on some but not all matters to be voted on will be counted as present.

A broker “non-vote” occurs when a broker, bank or other holder of record that holds shares for a beneficial owner (“broker”) does not vote on a particular proposal because the broker has not received voting instructions from the beneficial owner and does not have discretionary voting power for that particular proposal. Brokers may vote on ratification of the appointment of NextEra Energy’s independent registered public accounting firm even if they have not received voting instructions from the beneficial owners whose shares they hold. However, brokers may not vote on any of the other matters submitted to shareholders at the 2016 annual meeting unless they have received voting instructions from the beneficial owner. See the response to “What vote is required to approve the matters proposed?” below for a discussion of the effect of broker non-votes.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

If your shares are registered directly in your name with NextEra Energy’s transfer agent, Computershare, you are considered, with respect to those shares, the “shareholder of record.” The Notice or, for some shareholders of record, a full set of the proxy materials has been sent directly to you by or on behalf of NextEra Energy.

If your shares are held in “street name,” you are considered the “beneficial owner” of the shares. The Notice or, for some beneficial owners, a full set of the proxy materials has been forwarded to you by or on behalf of your broker, who is considered, with respect to those shares, the shareholder of record.

How do I submit my proxy or voting instructions?

On the Internet or by telephone or, if you received the proxy materials by mail, also by mailMeeting Information

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Please see the Notice, your proxy/confidential voting instruction card or the information your broker provided to you for more information on your options. NextEra Energy’s proxy tabulator, Broadridge Investor Communications Solutions, Inc. (“Broadridge”), must receive any proxy/confidential voting instruction card that will not be delivered in person at the annual meeting, or any vote on the Internet or by telephone, no later than 11:59 p.m., Eastern time, on Wednesday, May 18, 2016.

If you are a shareholder of recordVoting Matters and you return your signed proxy/confidential voting instruction card or submit your proxy on the Internet or by telephone, but do not indicate your voting preferences, the persons named as proxies in the proxy/confidential voting instruction card will vote the shares represented by that proxy as recommended by the Board on all proposals.

In person at the annual meeting

All shareholders may vote in person at the annual meeting. However, if you are a beneficial owner of shares, you must obtain a legal proxy from your broker and present it to the inspector of election with your ballot to be able to vote in person at the annual meeting.

Your vote is important. You can save us the expense of a second mailing and further solicitation of proxies by submitting your proxy or voting instructions promptly.

May I change my vote after I submit my proxy or voting instructions on the Internet or by telephone or after I return my proxy/confidential voting instruction card or voting instructions?

Yes.

If you are a shareholder of record, you may revoke your proxy before it is exercised by:

You may change your proxy by using any one of these methods regardless of the method you previously used to submit your proxy.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker. You may also vote in person at the annual meeting if you obtain a legal proxy as described in the answer to the previous question.

All shares for which proxies have been properly submitted and not revoked will be voted at the annual meeting.

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How do I vote my Employee Retirement Savings Plan (401(k)) shares?

If you participate in the NextEra Energy, Inc. Employee Retirement Savings Plan (the “plan”), you may give voting instructions to Fidelity Management Trust Company, as trustee of the plan (“Trustee”). If you are a non-bargaining NextEra Energy employee, or a bargaining unit employee outside the state of Florida, you may give your voting instructions to the Trustee by following the instructions you received in an e-mail from NEXTERA ENERGY, INC.[id@ProxyVote.com] sent to your work e-mail address (unless you opted to receive a paper copy of the proxy materials). If you are a Florida Power & Light Company (“FPL”) bargaining unit employee in Florida, or a participant in the plan who is not a current employee of NextEra Energy or its subsidiaries, or if you opted out of e-mail delivery, you may give your voting instructions to the Trustee on the Internet or by telephone by following the instructions on your proxy/confidential voting instruction card, or you may give your voting instructions to the Trustee by mail by completing and returning the proxy/confidential voting instruction card accompanying this proxy statement.

Your instructions will tell the Trustee how to vote the number of shares of NextEra Energy common stock in the plan reflecting your proportionate interest in the NextEra Energy Stock Fund and the NextEra Energy Leveraged ESOP Fund. You have this right because the plan deems you to be a “named fiduciary” of the shares of common stock allocated to your account for voting purposes. Your instructions will also determine the vote of a proportionate number of shares of common stock in the NextEra Energy Leveraged ESOP Fund which are not yet allocated to participants. If you do not give the Trustee voting instructions, the number of shares reflecting your proportionate interest in the NextEra Energy Stock Fund and the NextEra Energy Leveraged ESOP Fund will be voted by the Trustee in the same manner as it votes proportionate interests for which it receives voting instructions and your proportionate share of the unallocated NextEra Energy Leveraged ESOP Fund shares will be voted by the Trustee in the same manner as it votes unallocated shares for which instructions are received. The Trustee will vote your shares in accordance with your duly executed instructions received by 1:00 a.m., Eastern time, on Tuesday, May 17, 2016.

You may also revoke previously given voting instructions by 1:00 a.m., Eastern time, on Tuesday, May 17, 2016, by filing written notice of revocation with the Trustee or by giving new voting instructions in any of the ways described above. The Trustee will follow the last timely voting instructions which it receives from you. Your voting instructions will be kept confidential by the Trustee.

What is “householding” and how does it affect me?

NextEra Energy has adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one package containing individual copies of the Notice or proxy materials in paper form for each shareholder of record at the address. This procedure will reduce the volume of duplicate materials shareholders receive, conserve natural resources and reduce NextEra Energy’s postage costs. Shareholders who participate in householding and to whom a full set of proxy materials has been mailed will continue to receive separate proxy cards.

If you are a shareholder of record and are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple packages containing copies of the Notice or proxy materials in paper form, or if you hold shares in more than one account, and in either case you wish to receive only a single package for your household in the future, please contact Computershare in writing at Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078 or by calling 888-218-4392. You may contact Computershare at the same mailing address or telephone number if you wish to revoke your consent to future householding mailings.

If your household receives only a single package containing a copy of the Notice or the proxy materials, and you wish to receive a separate copy for each shareholder of record, please contact Broadridge toll-free at 800-542-1061, or write to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717, and separate copies will be provided promptly.

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Beneficial owners can request information about householding from their banks, brokers or other holders of record.

What are the Board’s recommendations?

Unless you give other instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth together with the description of each proposal in this proxy statement. In summary, the Board recommends a vote:

What vote is required to approve the matters proposed?Recommendations

How to Vote

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Business and Governance Highlights

Business Highlights

NextEra Energy achieved Company-record adjusted earnings* of $3.2 billion, adjusted earnings per share (“EPS”) of $6.70 and a1-year total shareholder return (“TSR”) of 34%. NextEra Energy’s 2017 TSR outperformed the TSR of the S&P 500 Utilities Index of 12% and the TSR of the S&P 500 Index of 22% for 2017.

These accomplishments came as the Company continued to be a leader among the 10 largest U.S. utilities (based on market capitalization) in substantially all financial metrics. Among these largest 10 U.S. utilities, NextEra Energy ranked #1 for1-year,3-year,5-year,7-year and10-year TSR and #1 for1-year,3-year,5-year,7-year and10-year adjusted EPS growth. In 2017, NextEra Energy ranked #1 among U.S. and global utility companies, based on market capitalization.**

In 2018, NextEra Energy was named by Fortune Magazine as the World’s Most Admired Electric & Gas Utility for the eleventh time in the last twelve years. Also in 2018, NextEra Energy was named by the Ethisphere Institute as one of the World’s Most Ethical Companies for the eleventh time in twelve years.

The returns that NextEra Energy generated for its shareholders were attributable to outstanding 2017 performance by the Company’s two principal operating businesses, Florida Power and Light Company (“FPL”) and NextEra Energy Resources, LLC and its subsidiaries (“NextEra Energy Resources”). Highlights of this performance are described in more detail in the Compensation Discussion and Analysis beginning on page 32.

Ultimately, the Company’s financial and operational performance is reflected in the increased value of its common stock. As the table on page 33 illustrates, TSR over the three-year period from December 31, 2014 to December 31, 2017 was 60%, meaning that an investment of $100 in NextEra Energy common stock on December 31, 2014 was worth $160.30 on December 31, 2017.

The chart below compares the Company’s TSR for the1-,3-,5- and10-year periods ended December 31, 2017 to the TSRs of the S&P 500 Electric Utilities Index, the S&P 500 Utilities Index, the Philadelphia Exchange Utility Sector Index (“UTY”) and the S&P 500. NextEra Energy outperformedall of these indices over all of the periods shown. NextEra Energy’s outperformance over all these periods in comparison to others in its industry, and over the1-,3-,5- and10-year periods in comparison to the S&P 500, was substantial.

NextEra Energy Total Shareholder Return Through12-31-17 vs. Various Indices(1)

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Could other matters be decided at the annual meeting?Governance Highlights

At the date of printing of this proxy statement, the Board did not know of any matters to be submitted for action at the annual meeting other than those referred to in this proxy statement and does not intend to bring before the meeting any matter other than the proposals described in this proxy statement. If, however, other matters are properly brought before the annual meeting, or any adjourned or postponed meeting, your proxies include discretionary authority on the part

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Business of the individuals appointed to vote your shares or act on those matters according to their discretion, including voting to adjourn or postpone the annual meeting one or more times to solicit additional proxies with respect to any proposal or for any other reason.

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BUSINESS OF THE ANNUAL MEETING

The Board is currently composed of 1312 members. One member of the Board, Robert M. Beall, II, will retire from the Board immediately before the annual meeting, at which time the Board will be reduced to 12 members.

Upon the recommendation of the Governance & Nominating Committee, the Board has nominated the 12 incumbent members listed below for election as directors at the 2018 annual meeting. Unless you specify otherwise, in your proxy/confidential voting instruction card or in the voting instructions you submit on the Internet or by telephone, your proxy will be votedFOR the election of the listed nominees. If any nominee becomes unavailable for election, which is not currently anticipated, proxies instructing a vote for that nominee may be voted for a substitute nominee selected by the Board or, in lieu thereof, the Board may reduce the number of directors by the number of nominees unavailable for election.

The Board believes that the Board membership at its current size is appropriate because such a Board size facilitates substantive discussions among Board members, provides for sufficient staffing of Board committees and allows for contributions by directors having a broad range of skills, expertise, industry knowledge and diversity of opinion. Directors serve until the next annual meeting of shareholders or until their respective successors are elected and qualified.

Board Refreshment and Diversity

Director Qualifications.Board Refreshment. The NextEra Energy, Inc. Corporate Governance Principles & Guidelines (“Corporate Governance Principles & Guidelines”)Board and the Governance & Nominating Committee Charter, copiesengage in a continuous process of considering the mix of skills and experience needed by the Board as a whole to discharge its responsibilities. During the period from July 2012 to February 2015, five new members joined the Board, adding significantly to the skills, expertise and experience of the Board.

The Company also has a director retirement policy. Generally, no person who shall have attained the age of 72 years by the date of election shall be eligible for election as a director. However, the Board may, by unanimous action (excluding the affected director), extend a director’s eligibility for one or two additional years, in which event such a director will not be eligible for election as a director if he or she has attained the age of 73 or 74 by the date of election.

Diversity. Diversity is among the factors that the Governance & Nominating Committee considers when identifying and evaluating potential Board nominees. NextEra Energy, Inc.’s Corporate Governance Principles & Guidelines (the “Governance Guidelines”) provide that, in identifying nominees for director, the Company seeks to achieve a mix of directors representing a diversity of background and experience, including diversity with respect to age, gender, race, ethnicity and specialized experience. In the Board’s annual self-evaluation, it reviews the criteria for skills, experience and diversity reflected in the Board’s membership and also reviews the Board’s process for identification, consideration, recruitment and nomination of prospective Board members.

Identifying and Evaluating Nominees for Directors

The Governance & Nominating Committee uses a variety of methods for identifying and evaluating nominees for director. The Governance & Nominating Committee periodically assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. Candidates may come to the attention of the Governance & Nominating Committee through current Board members, professional search firms, shareholders or other persons. Candidates are evaluated at regular or special meetings of the Governance & Nominating Committee and may be considered at any time during the year. The Governance & Nominating Committee considers all nominee recommendations, including those from shareholders, in the same manner when considering candidates for the Board. If any materials are provided by a shareholder in connection with the nomination of a director candidate, such materials are provided to the Governance & Nominating Committee. The Governance & Nominating Committee also reviews materials

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provided by professional search firms or other parties. In evaluating nominations, the Governance & Nominating Committee seeks to achieve a diverse balance of knowledge, experience and capability.

Director Resignation Policy

Under the NextEra Energy, Inc. Amended and Restated Bylaws (the “Bylaws”), in an uncontested election, directors are elected by a majority of the votes cast. The Board has adopted a Policy on Failure of Nominee Director(s) to Receive a Majority Vote in an Uncontested Election (“Director Resignation Policy”), the effect of which is to require that, in any uncontested director election, any incumbent director who is not elected by the required vote shall offer to resign and the Board shall determine whether or not to accept the resignation within ninety days of the certification of the shareholder vote. The Company will report the action taken by the Board under the Director Resignation Policy in a publicly-available forum or document. The Bylaws provide that, in a contested election, director nominees are available onelected by a plurality of the Company’s website atwww.nexteraenergy.com/investors/governance.shtml,votes cast.

Director Qualifications

The Governance Guidelines and the Governance & Nominating Committee Charter identify Board membership qualifications, including experience, skills and attributes that are considered by the Governance & Nominating Committee in recommendingnon-employee nominees for Board membership. In addition to the membership qualifications identified in the Governance Guidelines, no person will be considered for Board membership who is an employee or director of a business in significant competition with the Company or of a major or potentially-major customer, supplier, contractor, counselor or consultant of the Company, or an executive officer of a business where a Company employee-director serves on such other business’s board.

The Board views itself as a cohesive whole consisting of members who together serve the interests of the Company and its shareholders. Qualifications, attributes and other factors considered byThe following matrix highlights the Governance & Nominating Committee in recommending director nominees include, but are not limited to, the following:

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As discussed more specifically below, the Governance & Nominating Committee considered in particular the contributions to a strong, diverse board of the individual backgrounds and experience of its current directors and nominees including, without limitation, experience in: leading and growing businesses; legislative, political and regulatory affairs; customer and client service; environmental compliance; cyber security and information management; investor relations; international business operations and management; industrial operations; capital raising strategies; executive compensation; renewable energy; nuclear power operations and management; finance; financial instruments, including derivatives; risk management; and strategic planning. The regulated and competitive operations of the Company require an understanding of, among other matters, the regulatory, legislative and political environment affecting public utility and competitive energy operations, the service demands of wholesale and retail power customers, the effect of new technologies on the Company’s strategic direction, the challenges of maintaining growth without sacrificing profitability, the diverse options available for financing the Company’s businesses and the Company’s responsibilities to the customers and communities it serves. The particular experience, qualifications, attributes and skills that led the Governance & Nominating Committee and the Board to conclude, in light of the Company’s businessesdirector nominees. This high-level summary is not intended to be an exhaustive list and structure, that each current director and nominee should serve as a NextEra Energy director include, but are not limited to, the following:

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Listed below are the 12 nominees for election as directors, their ages and principal occupations and certain other information regarding them. Unless otherwise noted, each director has held his or her present position continuously for five years or more and his or her employment history is uninterrupted.Experience

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6

11

7

8

12

9

1310

Unless you specify otherwise in your proxy/confidential voting instruction card or in the instructions, you give on the Internet or by telephone, your proxy will be votedFORelection of each of the nominees.

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In accordance with the provisions of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), theThe Audit Committee of the Board appoints the Company’s independent registered public accounting firm. It has appointed Deloitte & Touche LLP (“Deloitte & Touche”) as the independent registered public accounting firm to audit the accounts of NextEra Energy and its subsidiaries, as well as to provide its opinion on the effectiveness of the Company’s internal control over financial reporting, for the fiscal year ending December 31, 2016. 2018. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. Further, in conjunction with the mandated rotation of the auditing firm’s lead engagement partner, the Audit Committee is directly involved in the selection of Deloitte & Touche’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of Deloitte & Touche as the company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.

Although ratification is not required, the Board is submitting the selection of Deloitte & Touche to shareholders as a matter of good corporate practice. If the shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee, although the Audit Committee may nonetheless decide to retain Deloitte & Touche as NextEra Energy’s independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee in its discretion may terminate the service of Deloitte & Touche at any time during the year if it determines that the appointment of a different independent registered public accounting firm would be in the best interests of NextEra Energy and its shareholders. Additional information on audit-related matters may be found beginning on page 4829 of this proxy statement.

Representatives of Deloitte & Touche willare expected to be present at the annual meeting and will have an opportunity to make a statement and respond to appropriate questions from shareholders raised at the meeting.

Unless you specify otherwise in your proxy/confidential voting instruction card or in the instructions, you give on the Internet or by telephone, your proxy will be votedFORratification of appointment of Deloitte & Touche as NextEra Energy’s independent registered public accounting firm for 2016.2018.

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The Company is asking shareholders to cast an advisory vote on the compensation of the Company’s named executive officers (“NEOs”), which is commonly called a “say-on-pay” vote. The advisory“say-on-pay” vote, which is required pursuant to section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is to approve the compensation of the Company’s named executive officers as described below (beginning on page 51) in theCompensation Discussion & Analysis section of this proxy statement and in the tabular and narrative disclosure following that section. While. Although this vote is not binding, it will provide information to the Compensation Committee regarding investor sentiment about the Company’s executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when making future determinations regarding named executive officerNEO compensation. The Company currently plans to give shareholders the opportunity to cast an advisory vote on this topic annually, so that, followingmatter annually. Following the vote on this proposal, the next opportunity will occur in connection with the Company’s 20172019 annual meeting.

The Company asks shareholders to approve this proposal by approving the followingnon-binding resolution: “RESOLVED, that the shareholders of NextEra Energy, Inc. approve, on an advisory basis, the compensation paid to the Company’s NEOs, as disclosed in this proxy statement for the 2018 annual meeting of shareholders.shareholders, including theCompensation Discussion & Analysis section, the compensation tables and the accompanying narrative discussion.”

The fundamental objective of NextEra Energy’s executive compensation program is to motivate and reward actions that the Compensation Committee believes will increase shareholder value, particularly over the longer term. The program is designed to retain, motivate, attract, reward and develop high-quality, high-performing executive leadership whose talent and expertise should enable the Company to create long-term shareholder value. The Compensation Committee believes the Company’s executive compensation program reflects a strongpay-for-performance philosophy and is well-aligned with the short-term andlong-term interests of shareholders and other important Company stakeholders, including customers and employees. A significant portion of each named executive officer’sNEO’s total compensation opportunity is performance-based and carries both upside and downside potential. Named executive officers (and all of NextEra Energy’s other officers) must build and maintain a significant and continuing equity interest in NextEra Energy. This helps to ensure that their interests are aligned with those of shareholders and that changes in the price of NextEra Energy common stock have a meaningful economic effect on the officers.

TheExecutive Compensation section of thisthe proxy statement, includingCompensation Discussion & Analysis,beginning on page 32, provides a more detailed discussion of the Company’s compensation program for its named executive officers.NEOs. The discussion reflects that NextEra Energy’s compensation program has been achieving its objective. For example, the chart below compares the Company’s total shareholder return (“TSR”)TSR for the1-, 3-, 5-,3-,5- and10-year periods ended December 31, 20152017 to the TSRs of the S&P 500 Electric Utilities Index, the S&P 500 Utilities Index, the Philadelphia Exchange Utility Sector Index (“UTY”),UTY and the S&P 500. NextEra Energy outperformedall of these indices over all of the periods shown, with the exception of the 1-year period versus the S&P 500.shown. NextEra Energy’s outperformance over all these periods in comparison to others in its industry, and over the 3-year, 5-year1-, 3-,5- and10-year periods in comparison to the S&P 500, was substantial.

NextEra Energy Total Shareholder Return Through 12-31-1512-31-17 vs. Various Indices(1)

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The Company asks shareholders to approve this proposal by approving the following non-binding resolution:

RESOLVED, that the shareholders of NextEra Energy, Inc. approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K as promulgated by the Securities and Exchange Commission in the NextEra Energy, Inc. proxy statement for the 2016 annual meeting of shareholders, including theCompensation Discussion & Analysis section, the compensation tables and the accompanying narrative discussion.

Unless you specify otherwise in your proxy/confidential voting instruction card or in the instructions, you give on the Internet or by telephone, your proxy will be votedFORapproval, bynon-binding advisory vote, of NextEra Energy’s compensation of its NEOs as disclosed in this proxy statement.

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In accordance with Securities and Exchange Commission (“SEC”) regulations, the text of the shareholder proposals and supporting statements appear exactly as received by the Company. The shareholder proposals may contain assertions about the Company or other matters that the Company believes are incorrect, but the Company has not attempted to refute all of those assertions. All statements contained in the shareholder proposals and supporting statements are the sole responsibility of the proponents. The Company disclaims responsibility for the content of the proposals and the supporting statements.

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Proposal 4: Approval of the material terms for payment of performance-based compensation under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan

The Company is asking shareholders to consider and vote upon a proposal to approve the material terms for payment of performance-based compensation under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan (the “2011 LTIP”), as required by section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), for the awards paid to the Company’s covered employees under the 2011 LTIP to constitute “qualified performance-based compensation” for purposes of Code section 162(m) and for such compensation expense to be deductible for federal income tax purposes if the requirements of Code section 162(m), in addition to shareholder approval, are satisfied.

Shareholders are not being asked to approve the 2011 LTIP, which was approved by the shareholders at the 2011 annual meeting of shareholders, or to approve any amendment to the 2011 LTIP. Approval of this proposal by shareholders will not increase the number of shares available for awards under the 2011 LTIP or otherwise amend any provision of the 2011 LTIP.

Code Section 162(m)

Code section 162(m) limits publicly-held companies to an annual deduction for federal income tax purposes of $1 million for compensation paid to each covered employee. For this purpose, “covered employees” are the chief executive officer of the Company and the other three highest compensated executive officers (other than the chief financial officer). Qualified performance-based compensation is excluded from the $1 million limitation. For compensation to constitute qualified performance-based compensation under Code section 162(m), in addition to certain other requirements, shareholders must approve the material terms, including the performance criteria, under which the performance-based compensation will be paid.

Code section 162(m) requires shareholder approval of the material terms for the payment of performance-based compensation every five years. Shareholders last approved the section 162(m) performance-based compensation terms at the 2011 annual meeting of shareholders as part of their approval of the 2011 LTIP. Shareholder approval of this proposal will constitute approval of the section 162(m) performance-based compensation terms described below, which consist of provisions relating to (1) the employees eligible to receive compensation under the 2011 LTIP, (2) the maximum amount of performance-based compensation that may be paid under the 2011 LTIP during a specified period to any eligible person, and (3) the performance measures that may be used under the 2011 LTIP to establish performance objectives as a condition to the payment of performance shares and other performance-based awards.

Even if this proposal is approved, the administrator of the 2011 LTIP may exercise its discretion to award compensation under the plan that would not qualify as “qualified performance-based compensation” under Code section 162(m). In such a case, compensation in excess of the $1 million limitation payable to a covered employee under an award that is not qualified performance-based compensation would not be deductible by the Company for federal income tax purposes.

Description of the 2011 LTIP

The following description of the 2011 LTIP is qualified in its entirety by reference to the complete text of the 2011 LTIP, which is attached as Appendix A to this proxy statement and incorporated by reference into this proposal. You are urged to read this proposal and the text of the 2011 LTIP in their entirety.

Awards. The following types of awards may be made under the 2011 LTIP, subject to limitations set forth in the plan: stock options, which may be either incentive stock options or non-qualified stock options; stock appreciation rights, or “SARs”; restricted stock; deferred stock units, also referred to as “restricted stock

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units”; performance shares or other performance-based awards; dividend equivalent rights; and other equity-based awards, including unrestricted stock.

Administration. The 2011 LTIP generally is administered by the Compensation Committee of the Board consisting of two or more outside directors of the Company (the “Committee”). In addition, the Board may appoint a committee composed of two or more directors of the Company or a qualified senior executive officer under Florida law acting as a committee under the plan to administer the 2011 LTIP with respect to employees who are not subject to the reporting or short-swing trading provisions of section 16(a) or 16(b) of the Exchange Act and are not “covered employees” within the meaning of Code section 162(m) and related regulations.

Eligibility. Awards may be granted under the 2011 LTIP only to individuals who are officers or other employees, including employees who are also directors, of NextEra Energy, Inc., its subsidiaries and its other affiliates. Non-employee directors are not eligible to participate in the 2011 LTIP. As of March 23, 2016, approximately 14,000 employees of the Company and its subsidiaries were eligible to participate in the 2011 LTIP.

Shares Available for Issuance. Subject to the adjustments described below, the maximum number of shares of the Company’s common stock that remain available for issuance under the 2011 LTIP as of December 31, 2015 is 10,202,622 shares, excluding 3,823,751 shares subject to outstanding awards that have not yet been exercised or settled and awards that have not terminated by expiration, forfeiture, cancellation or otherwise without the issuance of such shares.

Shares subject to an award granted under the 2011 LTIP will become available for issuance under the 2011 LTIP if the award terminates by expiration, forfeiture, cancellation, or otherwise, without the issuance of such shares (except as set forth below). The number of shares available for issuance under the 2011 LTIP will not be increased by the number of shares (1) deducted or delivered from payment of an award in connection with the Company’s tax withholding obligations, (2) tendered or withheld or subject to an award surrendered in connection with the purchase of shares upon exercise of an option, or (3) purchased by the Company with proceeds from option exercises.

On March 23, 2016, the closing price of the Company’s common stock as reported on the NYSE was $117.69 per share.

Limitations. The 2011 LTIP contains limitations on the number of shares available for issuance with respect to specified types of awards. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, (1) the maximum number of shares of the Company’s common stock subject to options or SARs that may be granted under the 2011 LTIP in a calendar year to any person eligible for an award is 4.66 million shares, and (2) the maximum number of shares of the Company’s common stock that may be granted under the 2011 LTIP, other than pursuant to options or SARs, in a calendar year to any person eligible for an award is 2.33 million shares. The maximum number of shares available for issuance pursuant to stock options granted under the 2011 LTIP is the same as the number of shares available for issuance under the 2011 LTIP.

Stock Options. Each option will become vested and exercisable at such times and under such conditions as the Committee may approve consistent with the terms of the 2011 LTIP. No option may be exercisable more than ten years after the option grant date, or five years from the grant date in the case of an incentive stock option granted to a 10% shareholder, as defined in the 2011 LTIP. The Committee may include in the option agreement provisions specifying the period during which an option may be exercised following termination of the grantee’s service. Generally, awards of options that vest solely by the passage of time may not vest in full in less than three years after the grant date. The exercise price per share under each option granted under the 2011 LTIP may not be less than 100%, or 110% in the case of an incentive stock option granted to a 10% shareholder, of the fair market value of the common stock on the grant date.

Stock Appreciation Rights. The Committee will determine at the SAR grant date or thereafter the time or times at which and the circumstances under which a SAR may be exercised in whole or in part, the time

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or times at which and the circumstances under which a SAR will cease to be exercisable, the method of exercise, the method of settlement, the form of consideration payable in settlement, the method by which shares payable as consideration will be delivered or deemed delivered to grantees, and any other terms or conditions of any SAR. Generally, awards of SARs that vest solely by the passage of time may not vest in full in less than three years after the grant date. The grant price of a SAR may not be less than the fair market value of a share of common stock on the grant date.

Restricted Stock and Deferred Stock Units. Subject to the provisions of the 2011 LTIP, the Committee will determine the terms and conditions of each award of restricted stock and deferred stock units, including the restricted period for all or a portion of the award, the restrictions applicable to the award and the purchase price, if any, for the common stock subject to the award. A grantee of restricted stock will have all the rights of a shareholder, including the right to vote the shares and receive dividends, except to the extent limited by the Committee. Grantees of deferred stock units will have no voting or dividend rights or other rights as a shareholder, although the Committee may award dividend equivalent rights on such units. Unless provided otherwise in an award agreement or other agreement with the grantee, upon a termination of the grantee’s service, any restricted stock or deferred stock units that have not vested will be deemed forfeited. Generally, awards of restricted stock and deferred stock units that vest solely by the passage of time may not vest in full in less than three years after the grant date, and awards of restricted stock and deferred stock units that vest upon achievement of performance goals may not vest in full in less than one year after the grant date.

Performance Shares and Other Performance-Based Awards. The Committee may award performance shares and other performance-based awards in such amounts and upon such terms as the Committee may determine. Each grant of a performance-based award will have an initial value or target number of shares of common stock that is established by the Committee at the time of grant. The Committee may set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and number of performance shares or other performance-based awards that will be paid out to a grantee. The performance goals generally will be based on one or more of the performance measures described below. Performance awards may be payable in shares of common stock, other awards under the 2011 LTIP, or other property.

Dividend Equivalent Rights. The terms and conditions of awards of dividend equivalent rights will be specified in the applicable award agreement. A dividend equivalent right granted as a component of another award may provide that the dividend equivalent right will be settled upon exercise, settlement or payment of, or lapse of restrictions on, the other award, and that the dividend equivalent right will expire or be forfeited or annulled under the same conditions as the other award. Unless provided otherwise in an award agreement or other agreement with the grantee, upon a termination of the grantee’s service, any dividend equivalent rights will automatically terminate.

Other Equity-Based Awards. The Committee may grant other types of equity-based or equity-related awards, including the grant or offer for sale of shares of unrestricted stock, in such amounts and subject to such terms and conditions as the Committee may determine.

Performance Objectives for Performance Shares and Other Performance-Based Awards. The performance objectives for performance shares and other performance-based awards under the 2011 LTIP must be established in writing by the Committee before the 90^th day after the beginning of any performance period applicable to such award and the date on which 25% of any performance period applicable to such award has expired, and while the outcome is substantially uncertain, or at such other date as may be required or permitted for performance-based compensation under Code section 162(m). Performance objectives are based on one or more of the following performance measures of the Company, with or without adjustment:

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The 2011 LTIP expressly identifies some conditions giving rise to possible adjustmentsMyra Young, 9295 Yorkship Court, Elk Grove, California, who represented that the Committee may build into performance awards, as follows: (1) change in control of the Company, as defined in the 2011 LTIP; (2) declaration and distribution of stock dividends or stock splits; (3) mergers, consolidations or reorganizations; (4) acquisitions or dispositions of material business units; (5) extraordinary, non-core, non-operating or non-recurring items; and (6) infrequently occurring or extraordinary gains or losses. The Committee will establish the performance periods for performance-based awards.

Performance under any of the foregoing performance measures may be used to measure the performance of (1) the Company and its subsidiaries and other affiliates as a whole, (2) the Company, any subsidiary, and/or any other affiliate or any combination thereof, or (3) any one or more business units of the Company, any subsidiary, and/or any other affiliate, as the Committee, in its sole discretion, deems appropriate. In addition, performance under any of the performance measures may be compared to the performance of one or more other companies or one or more published or special indices designated or approved by the Committee. The Committee may select performance under the performance measure of common share price for comparison to performance under one or more stock market indices designated or approved by the Committee. The Committee will have the authority to provide for accelerated vesting of any performance-based award based on the achievement of performance objectives pursuant to the performance measures.

Plan Benefits. The amounts of awards that may be granted under the 2011 LTIP in the future are not determinable as of the date of this proxy statement, as the Committee or its designee will make these determinations in its discretion in accordance with the terms of the 2011 LTIP. For information about awards granted to our named executive officers in 2015, seeTable 2: 2015 Grants of Plan-Based Awardsin the Executive Compensationsection of this proxy statement.

Effect of Corporate Transactions. The 2011 LTIP contains provisions that provide for adjustments to the terms of some types of outstanding awards upon the occurrence of specified kinds of corporate transactions, including transactions that would be deemed to constitute a change in control of NextEra Energy within the meaning of the 2011 LTIP. The provisions of the 2011 LTIP governing such transactions will apply unless a different treatment of the applicable award is specified in the applicable award agreement at the time of grant, in another agreement with the grantee of the award or in another writing entered into after the time of grant with the consent of the grantee.

Amendment and Termination. The Board is authorized to amend, suspend or terminate the 2011 LTIP as to anyshe held 100 shares of the Company’s common stock as of the date this proposal was submitted, has given the Company notice that her representative, John Chevedden, intends to present this proposal at the annual meeting.

Proposal 4—Right to Act by Written Consent

Resolved, NextEra Energy, Inc. (NEE) shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which awards have not been made. Any amendmentall shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.

Supporting Statement: Shareholder rights to act by written consent and to call a special meeting are two complimentary ways to bring an important matter to the 2011 LTIP, however, willattention of both management and shareholders outside the annual meeting cycle. This is important because there could be subject15-months between annual meetings.

A shareholder right to receiptact by written consent is one method to equalize our restricted provisions for shareholders to call a special meeting. For instance it takes 20% of shareholders at our company to call a special meeting when many companies allow 10% of shareholders to do so.

This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67% support at both Allstate and Sprint. Last year the topic won majority votes at Western Union, Ryder System, and BorgWarner Inc.

Hundreds of major companies enable shareholders to act by written consent, including 64% of the approvalS&P 500 and 55% of the Company’s shareholders ifS&P 1500.

Increase Shareholder Value

Vote for Right to Act by Written Consent—Proposal 4

The Board believes that adopting the shareholder approvalproposal would not be in the best interests of the amendment is requiredCompany or its shareholders.

NextEra Energy provides opportunities for shareholders to participate in proposed actions through annual meetings and special meetings.

Under the Company’s Bylaws, shareholders may present items for consideration at an annual or special meeting of shareholders. Shareholders may propose items for business at the Company’s annual meeting by any law, regulation or NYSE rule or tofollowing the extent determined byprocedures set forth in the Board. Shareholder approval will be required for any proposed amendment to the 2011 LTIP provisions that prohibit the repricing of outstanding stock options or stock appreciation rights or that generally require the option exercise price of any stock option to beCompany’s governing documents. Shareholders owning at least equal to the fair market value

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20% of the Company’s common stock may call a special meeting in between annual meetings. Shareholder meetings allow all shareholders to consider, discuss and vote on pending shareholder actions. Additionally, shareholder meetings provide that accurate and complete information about the option grant date. Withoutproposed action is widely distributed in a proxy statement before the consentmeeting, which promotes a well-informed discussion and consideration of the affected granteemerits of the proposed action.

NextEra Energy also provides shareholders the opportunity to nominate directors through proxy access.

The Company recently amended its Bylaws to permit, on specified terms, a shareholder, or a group of up to 20 shareholders, owning continuously for at least three years shares of NextEra Energy representing an aggregate of at least 3% of the Company’s outstanding shares to nominate and include in the Company’s proxy materials director nominees for up to 20% of the current membership of the Board or two directorships, whichever is greater. This provides yet another way for shareholders to participate in the governance of the Company.

Action by written consent is not an effective means for shareholders to express their views.

Action by written consent permits a small group of shareholders with no fiduciary duties to other shareholders to initiate action with no prior notice either to other shareholders or to the Company. This prevents all shareholders from having an opportunity to deliberate in an open and transparent manner and to consider arguments for and against any action, including the Company’s position. Additionally, proponents of an outstanding award, no amendment, suspension or termination of the 2011 LTIP may impair the rights or obligations under that award.

Federal Income Tax Consequences

The following summarizes the federal income tax consequences of awards that may be granted under the 2011 LTIP.

Incentive Stock Options. An option holder willaction by written consent do not realize taxable income upon the grant of an incentive stock option under the 2011 LTIP. In addition, an option holder generally will not realize taxable income upon the exercise of an incentive stock option. An option holder’s alternative minimum taxable income, however, will be increased by the amount by which the aggregate fair market value of the shares underlying the option, which is generally determined as of the date of exercise, exceeds the aggregate exercise price

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of the option. Further, except in the case of an option holder’s death or disability, if an option is exercised more than three months after the option holder’s termination of employment, the option will ceaseneed to be treated as an incentive stock option and will be subject to taxation under the rules applicable to non-qualified stock options, as summarized below.

If an option holder sells the option shares acquired upon exercise of an incentive stock option, the tax consequences of the disposition will depend upon whether the disposition is “qualifying” or “disqualifying.” The disposition of the option shares will be a qualifying deposition if it is made at least two years after the date on which the incentive stock option was granted and at least one year after the date on which the incentive stock option was exercised. If the disposition of the option shares is qualifying,satisfy any excess of the sale price of the option shares over the exercise price of the option will be treated as long-term capital gain taxable to the option holder at the time of the sale. If the disposition is a disqualifying disposition, the excess of the fair market value of the option shares on the date of disposition over the exercise price will be taxable income to the option holder at the time of the disposition. Of that income, the amount up to the excess of the fair market value of the shares at the time the option was exercised over the exercise price will be ordinary income for income tax purposes and the balance, if any, will be long-term or short-term capital gain, depending upon whether or not the shares were sold more than one year after the option was exercised.

Unless an option holder engages in a disqualifying disposition, the Company will not be entitled to a deductionholding requirements with respect to the Company’s common stock. This would allow shareholders engaging in short-term speculation to potentially determine the outcome of any particular issue. Such shareholders may not act in the interests of longer-term holders of the Company’s common stock.

NextEra Energy actively engages with shareholders in order to provide an incentive stock option. If an option holder engages in a disqualifying disposition,open and constructive forum for dialogue.

The Company’s shareholder engagement efforts allow the Company will, subject to Code section 162(m), be entitledbetter understand our shareholder’s priorities and perspectives and enable the Company to a deduction equaleffectively address the issues that matter most to its shareholders. The Company values the amountinput and insights of compensation income taxableits shareholders and is committed to continued engagement. In 2017 alone, the option holder.Company held more than 400 meetings or calls with 350 different institutional investors.

Non-Qualified Stock Options.NextEra Energy has an established process by which shareholders may communicate with the Board. An option holder will not realize taxable income upon

In addition to annual and special meetings, shareholders have other avenues for raising important matters with the grant of a non-qualified stock option. When an option holder exercisesBoard. The Company has procedures in place that provide its shareholders with the option, however, the difference between the exercise priceopportunity to communicate directly with members of the option andBoard, including the fair market value of the shares subjectindependent Lead Director, as described in this proxy statement.

NextEra Energy has strong corporate governance practices in place.

In addition to the option on the date of exercise will constitute compensation income taxableproviding for shareholders’ right to the option holder. The Company will be entitled to a deduction equal to the amount of compensation income taxable to the option holder ifcall special meetings, the Company complies with applicable reporting requirementshas an annually-elected Board, a majority voting standard for election of directors in uncontested elections, an independent Lead Director and Code section 162(m).

Stock Appreciation Rights.proxy access bylaw provisions as described above. The grantCompany’s governance practices are more fully described inGovernance Highlights of SARs will not result in taxable income to the participant or a deduction to the Company. Upon exercise of a SAR, the holder will recognize ordinary income in an amount equal to the cash or the fair market value of the common stock received by the holder. The Company will be entitled to a deduction equal to the amount of any compensation income taxable to the grantee, subject to Code section 162(m) and, as to SARs that are settled in shares of common stock, if the Company complies with applicable reporting requirements.

Restricted Stock. A grantee of restricted stock will not recognize any taxable income in the year of the award if the common stock is subject to restrictions (that is, the restricted stock is nontransferable and subject to a substantial risk of forfeiture). The grantee, however, may elect under Code section 83(b) to recognize compensation income in the year of the award in an amount equal to the fair market value of the shares on the date of the award, determined without regard to the restrictions. If the grantee does not make such a section 83(b) election, the fair market value of the shares on the date on which the restrictions lapse will be treated as compensation income to the grantee and will be taxable in the year in which the restrictions lapse. The Company generally will be entitled to a deduction for compensation paid equal to the amount treated as compensation income to the grantee in the year in which the grantee is taxed on the income, if the Company complies with applicable reporting requirements and with the restrictions of Code section 162(m).

Deferred Stock Units and Performance-Based Awards. A distribution of common stock or a payment of cash in satisfaction of deferred stock units or a performance-based award will be taxable as ordinary income when the distribution or payment is actually or constructively received by the recipient. The amount taxable as ordinary income is the aggregate fair market value of the common stock determined as of the date it is received or, in the case of a cash award, the amount of the cash payment. The Company will be entitled to deduct the amount of such payments when such payments are taxable as compensation to the recipient if the Company complies with applicable reporting requirements and with the restrictions of Code section 162(m).

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Dividend Equivalent Rights. Grantees under the 2011 LTIP who receive awards of dividend equivalent rights will be required to recognize ordinary income in the amount distributed to the grantee pursuant to the award. If the Company complies with applicable reporting requirements and with the restrictions of Code section 162(m), it will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Unrestricted Stock. A holder of shares of unrestricted stock will be required to recognize ordinary income in an amount equal to the fair market value of the shares on the date of the award, reduced by the amount, if any, paid for such shares. The Company will be entitled to deduct the amount of any compensation income taxable to the grantee if it complies with applicable reporting requirements and with the restrictions of Code section 162(m).

Upon the holder’s disposition of shares of unrestricted stock, any gain realized in excess of the amount reported as ordinary income will be reportable by the holder as a capital gain, and any loss will be reportable as a capital loss. Capital gain or loss will be long-term if the holder has held the shares for more than one year. Otherwise, the capital gain or loss will be short-term.

Tax Withholding. Payment of the taxes imposed on awards made under the 2011 LTIP may be made by withholding from payments otherwise due and owing to the holder.

Board Recommendation

Shareholders are not being asked to approve the 2011 LTIP or any amendment to the 2011 LTIP. This proposal and the foregoing description address the material terms for payment of performance-based compensation, which may apply to awards granted under the 2011 LTIP.this proxy statement.

Unless you specify otherwise in your proxy/voting instruction card or in the instructions, you give on the Internet or by telephone, your proxy will be voted FORAGAINST approval of the material terms for payment of performance-based compensation under the 2011 LTIP.proposal 4.

Securities Authorized For Issuance Under Equity Compensation Plans

NextEra Energy’s equity compensation plan information as of December 31, 2015 is as follows:15

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The Comptroller of the State of New York, Thomas P. DiNapoli, 59 Maiden Lane, 30th Floor, New York, NY 10038, is the trustee of the New York State Common Retirement Fund (the “Fund”) and has given the Company notice that he intends to present this proposal at the annual meeting on behalf of the Fund. The Fund represented that it held a total of 1,233,9501,410,600 shares of common stock as of the date the proposal was submitted. In accordance with SEC regulations, the text of the shareholder proposal and supporting statement appear exactly as received by the Company (including the use of boldface and italics). The shareholder proposal may contain assertions about the Company or other matters that the Company believes are incorrect, but the Company has not attempted to refute all of those assertions. All statements contained in the shareholder proposal and supporting statement are the sole responsibility of the proponent. The Company disclaims responsibility for the content of the proposal and the supporting statement, including sources referenced in the supporting statement.

Proposal 5—Political ContributionContributions Disclosure

Resolved, that the shareholders ofNextEra Energy Inc. (“NextEra” or “Company”) hereby request that the Company provide a report, updated semiannually, disclosing the Company’s:

The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending.

Supporting Statement

As long-term shareholders of NextEra, we support transparency and accountability in corporate spending on political activities. These includespending. This includes any activitiesactivity considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations;organizations, and independent expenditures;expenditures or electioneering communications on behalf of federal, state, or local candidates.

Disclosure is in the best interest of the company and its shareholders. The Supreme Court saidrecognized this in its 2010Citizens United decision: “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.”

Publicly available records show that NextEra has contributed at least $4.8$12.5 million in corporate funds since the 20042010 election cycle. (CQ:http://moneyline.cq.com and National Institute on Money in State Politics:http://www.followthemoney.org) Meanwhile,

However, relying on publicly available data does not provide a complete picture of the2014 CPA-Zicklin Index of Corporate Political Disclosure and Accountability rated NextEra near Company’s political spending. For example, the bottom among the largest 300 companies in the S&P 500, giving it just 29 points out of 100.

Gaps in transparency and accountability may expose the companyCompany’s payments to reputational and business riskstrade associations that could threaten long-term shareholder value. This may be especially trueused for NextEra, which the non-profit group Public Campaign criticized in a December 2011 report,For Hire: Lobbyists or the 99%? The report

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alleged that 29 companies, including NextEra, paid no federal income taxes between 2008election-related activities are undisclosed and 2010 while spending millions on campaign contributions and lobbying and increasing their executive compensation.

Theunknown. This proposal asks NextErathe Company to disclose all of its political spending, including payments to trade associations and other tax exempttax-exempt organizations, which may be used for political purposes. This would bring our Company in line with a growing number of its peers,leading companies, includingExelon Corp.,Edison International, andPG&E Corp., that support political disclosureCorporation and accountability andSouthern Company, which present this information on their websites.

The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.

Political ContributionContributions Disclosure—Proposal 5

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The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders.

The very same proposal from the same proponent was defeated by the Company’s shareholders at the 2015, 2016 and 2017 annual meetingmeetings of shareholders. Word for word, the

The same proposal was presented on behalf of the Fund at the Company’s 2015, 2016 and 2017 annual meetingmeetings of shareholders and the Company’s shareholders rejected this proposal with 60.4%, 57.3% and 58.8%, respectively, of votes cast voting against the proposal.

NextEra Energy recently updated its website to provide additional information related to political contributions.

The Company updated its website to place filed lobbying reports directly on the Company’s website. As a result, much of the information requested in the shareholder proposal is now available directly on the Company’s website. The Company also added additional navigation links to provide easier access to the political contributions policy and information.

NextEra Energy needs to be an effective participant in the legislative and regulatory processprocess..

The Company is closely regulated and subject to legislation that can impact the Company’s operations and profitability. The Board believes that it is in the best interests of the Company’s shareholders for NextEra Energy to be an effective participant in the political process. Laws and policies enacted and adopted by federal, state and local authorities can have a significant impact on the Company and its customers, employees and shareholders. NextEra Energy actively encourages public policy that furthers its ability to provide the cleanest, most reliable electricity to our customers and to operate efficiently, safely and profitably. NextEra Energy’s active participation in political processes and public policy discussions is appropriate to ensure that public officials are informed about key issues that affect the Company’s interests and those of ourits customers, employees and shareholders and of the communities we serve.the Company serves.

NextEra Energy already has a Political Contributions Policy and its political contributions are regulated by the governmentgovernment..

NextEra Energy maintains a rigorous compliance process to ensure that the Company’s political activities are lawful, properly disclosed and aligned with ourits Code of Business Conduct & Ethics. Political contributions are also subject to comprehensive regulation by federal, state and local governments with detailed disclosure requirements, including requirements to file reports with appropriate state and federal agencies on lobbying-related activities and expenditures. We areNextEra Energy is committed to compliance with all such applicable laws.

The proposal is unnecessary and duplicative because NextEra Energy’s political contributions are already subject to extensive disclosure requirementsrequirements..The Board believes that adoption of this resolution is unnecessary and duplicative.

NextEra Energy already discloses itsEnergy’s publicly available Political Contributions Policy anddiscloses the process for and the titles of the individuals responsible for authorizing contributions pursuant to this policy. NextEra Energy already reports corporate lobbying-related activities and expenditures as required to appropriate federal, state and local agencies. Information about the Political Contributions Policy and NextEra Energy’s political action committee (“PAC”) contributions and current lobbying activities can be found on the Company’s website athttp://www.investor.nexteraenergy.com/corporate-governance/political-engagement-policy and in reports filed with various state and federal agencies, which are also available through links on the NextEra Energy Investor Relations website athttp://www.investor.nexteraenergy.com.Company’s website.

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Adopting the proposal would not be the best use of NextEra Energy’s resources because adequate disclosure already existsexists..

Since disclosure of the Company’s policies and procedures regarding lobbying activities, business associations and PAC contributions are already readily available to

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the public and Company shareholders, through the link on the Company’s website described above, the BoardCompany believes that the additional reports requested in the proposal wouldcould result in an unnecessary and unproductive use of the Company’s resources. As a result of the disclosures mandated by federal and state laws, the Board has concluded that ample disclosure exists regarding NextEra Energy’s political contributions. Because the Company is committed to complying with applicable current and future political contribution and campaign finance laws, and already publicly discloses its political contributions as required by law, the Board believes that the special report requested in this proposal is an unnecessary use of the Company’s resources.

Additional disclosure requirements could hinder the Company’s ability to pursue its business and strategic objectivesobjectives.. It is the Board’s view that subjecting

Subjecting the Company to additional disclosure requirements could hinder the Company’s ability to pursue its business and strategic objectives. Such additional disclosure would make it easier for competitors and others to discern the Company’s public policy and political strategies and implement strategies opposed to the Company’s public policy goals, which wouldcould prevent the achievement of such goals and could negatively affect the Company, its operations and results. NextEra Energy’sEnergy believes that its responsible participation in the political process and its prudent expenditures in connection with such participation are in the best interests of the Company, its shareholders and its customers.

Unless you specify otherwise in your proxy/confidential voting instruction card or in the instructions, you give on the Internet or by telephone, your proxy will be votedAGAINST proposal 5.

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Proposal 6: Shareholder proposalInformation About NextEra Energy and Management

Myra Young, 9295 Yorkship Court, Elk Grove, California, who represented that she held 100 sharesSection 16(a) Beneficial Ownership Reporting Compliance

The Company’s directors and executive officers are required to file initial reports of the Company’s common stock asownership and reports of the date this proposal was submitted, has given the Company notice that her representative, John Chevedden, intends to present this proposal at the annual meeting. In accordance with SEC regulations, the textchanges of the shareholder proposal and supporting statement appear exactly as received by the Company. The shareholder proposal may contain assertions about the Company or other matters that the Company believes are incorrect, but the Company has not attempted to refute all of those assertions. All statements contained in the shareholder proposal and supporting statement are the sole responsibility of the proponent. The Company disclaims responsibility for the content of the proposal and the supporting statement.

Proposal 6—Shareholder Proxy Access

RESOLVED: Shareholderstheir beneficial ownership of NextEra Energy Inc. (NEE) (the “Company”) askcommon stock with the board of directors (the “Board”)SEC pursuant to adopt, and present for shareholder approval, a “proxy access” bylaw as follows:

Require the Company to include in proxy materials prepared for a shareholder meeting at which directors are to be elected the name, Disclosure and Statement (as defined herein) of any person nominated for election to the board by a shareholder or an unrestricted number of shareholders forming a group (the “Nominator”) that meets the criteria established below.

Allow shareholders to vote on such nominee on the Company’s proxy card.

The number of shareholder-nominated candidates appearing in proxy materials should not exceed one quarterSection 16(a) of the directors then serving or two, whichever is greater. This bylaw should supplement existing rights under Company bylaws, providing thatExchange Act. Based solely upon a Nominator must:

The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the “Statement”). The Board should adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and Statement satisfy the bylaw and applicable federal regulations, and the priority given to multiple nominations exceeding the one-quarter limit. No additional restrictions that do not apply to other board nominees should be placed on these nominations or re-nominations.

Supporting Statement: Long-term shareholders should have a meaningful voice in nominating directors. The SEC’s universal proxy access Rule 14a-11 (https://www.sec.gov/rules/final/2010/33-9136.pdf) was vacated, in part due to inadequate cost-benefit analysis.Proxy Access in the United States(http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1), a cost-benefit analysis by CFA Institute, found proxy access would “benefit both the markets and corporate boardrooms, with little cost or disruption,”

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raising US market capitalization by up to $140.3 billion.Public Versus Private Provision of Governance(http://ssrn.com/abstract=2635695) found a 0.5 percent average increase in shareholder value for proxy access targeted firms.

Enhance shareholder value. Vote for Shareholder Proxy Access—Proposal 6

The Board Unanimously Recommends a Vote AGAINST the Foregoing Proposal for the Following Reasons:

The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders.

The proposal does not seek to address any specific Company governance concern. Adopting a proxy access bylaw means that shareholders owning a small percentage of the Company’s outstanding common stock may require the Company to undertake the effort and expense of including director nominees not approved by the Board’s Governance & Nominating Committee in the Company’s proxy materials. Bylaws of this sort are an untested governance feature for U.S. public companies. At the date of this proxy statement, the Company’s QuickScore ™ assigned by Institutional Shareholder Services was a “1,” indicating the lowest possible level of concern with the Company’s governance practices. The Board believes that proxy access bylaws should not be adopted in the absence of a demonstrated failure of corporate governance. The proposal does not seek to remedy any governance or performance deficiency at the Company and should not be approved by shareholders.

The proposal may increase the influence of special interests and fragment the Board. If proxy access were implemented, a small minority of shareholders could propose director nominees to further a special interest agenda that may not be in the best interests of the Company as a whole. Opposing such candidates in a contested election would be time-consuming and costly for the Company. Even if a director representing a special interest were not elected, such special interest shareholders could still attempt to use proxy access to pressure the Company for concessions related to their special interest. Moreover, the election of directors nominated by a small percentage of shareholders with special interests could also result in the creation of factions on the Board, making it more difficult for the Board to make decisions on behalf of all shareholders.

Implementing proxy access could negatively affect the Company’s corporate governance, bypassing the independent Governance & Nominating Committee process for nominations. Implementing proxy access would provide a small percentage of shareholders, who do not have a fiduciary obligation to other shareholders, the right to include director nominees in the Company’s proxy statement, and bypass the Company’s nomination process, which is overseen by the Governance & Nominating Committee. The Board and the Governance & Nominating Committee are in the best position to evaluate candidates, in light of the need for a Board that is composed of a group of directors with complementary skills, experience, and perspectives and that meets the unique needs of the Company.

Proxy access could lead to continually contested elections, which would impose costs on the Company, divert the Board’s attention and potentially discourage highly-qualified directors from serving. Providing proxy access for a group of shareholders owning just 3% of the Company’s outstanding common stock could make contested elections much more commonplace. Currently, shareholders seeking to nominate directors must, like the Company, bear their own costs of soliciting votes for their proposed nominees. Bearing these costs helps ensure that a shareholder is serious about its intention to nominate directors. Proxy access rights would shift this cost to the Company at no risk to the shareholders availing themselves of the proxy access bylaw. In addition, the prospect of routinely standing in a contested election could cause highly-qualified directors and potential nominees to be reluctant to serve on the Board.

The Company’s shareholders already have significant and meaningful corporate governance rights. The Company’s shareholders have the ability to recommend director nominees for independent consideration by the Governance & Nominating Committee and the ability to register disapprovalexecutive officers that no other reports were required of

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individual directors or even the full Board by voting at the Company’s annual meeting of shareholders. Shareholders may remove directors, with or without cause, by a majority of the votes cast, and shareholders owning 20% of the Company’s outstanding common stock also have the right to request a special meeting of shareholders.

The Company’s shareholders already have access to robust and effective procedures to communicate with and influence the Board and hold it accountable. The full Board is elected annually by a majority of the votes cast in uncontested director elections. The Company also has a director resignation policy for nominees who fail to receive a majority of votes cast, as described on page 35. The Board has established a mechanism for shareholders to communicate directly with the Board, as described on page 46. Also, in 2015 alone, Company executives met individually with investors hundreds of times.

The Board is already highly-qualified, diverse and independent.All members of the Board, other than the chairman, president and chief executive officer, are independent of management. The Board also has an independent Lead Director to provide a source of independent leadership, as described beginning on page 37. The Board’s qualifications and diversity are discussed on pages 9 to 11 and the average tenure of the Board’s members is less than nine years. The Board periodically refreshes its membership to ensure it adds relevant experience and fresh perspectives. Between July 2012 and February 2015, five new members have joined the Board, adding significantly to the Board’s skills, expertise and experience.

The Board believes that implementation of this proposal will not enhance the Company’s corporate governance practices and would not be in shareholders’ best interests.

Unless you specify otherwise in your proxy/confidential voting instruction card or in the instructions you give on the Internet or by telephone, your proxy will be votedAGAINSTproposal 6.

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Proposal 7: Shareholder proposal

Alan Farago and Lisa Versaci, 534 Menedez Avenue, Coral Gables, Florida, who represented that they held at least 100 shares of the Company’s common stock as of the date this proposal was submitted, have given the Company notice that they intend to present this proposal at the annual meeting. In accordance with SEC regulations, the text of the shareholder proposal and supporting statement appear exactly as received by the Company. The shareholder proposal may contain assertions about the Company or other matters that the Company believes are incorrect, but the Company has not attempted to refute all of those assertions. All statements contained in the shareholder proposal and supporting statement are the sole responsibility of the proponent. The Company disclaims responsibility for the content of the proposal and the supporting statement.

NextEra Shareholder Proposal

File: Alan Farago and Lisa Versaci

Year: 2016

Sector: Energy

Subject(s): Report On Range Of Projected Sea Level Rise/ Climate Change Impacts

Resolved Clause Summary: NextEra Energy Inc.’s (Company/NextEra) operations and markets will be substantially impacted by sea level rise (SLR), a geophysical manifestation of climate change. The Company shall provide investors and shareholders with an assessment of extraordinary risk based on a probable range of sea level rise according to best available science.

WHEREAS: The Securities and Exchange Commission recognized the financial impacts of climate change when it issued Interpretive Guidance on climate disclosure in February 2010, including: “Registrants whose businesses may be vulnerable to severe weather or climate related events should consider disclosing material risks of, or consequences from, such events in their publicly filed disclosure documents.”

The Company’s principal subsidiary, Florida Power & Light Company (FPL), is one of the largest rate-regulated electric utilities in the United States. Its markets are among the most vulnerable in the nation to sea level rise.

SUPPORTING STATEMENT: Sea level rise as a consequence of climate change is an extraordinary risk to the Company’s markets and facilities, leading to diminished energy utilization rates, downtime or closure of facilities due to damage to facilities, danger to employees, disruption in supply chains, disruption of markets and power supply, and unlimited financial liability.

According to NOAA: “In the context of risk-based analysis, some decision makers may wish to use a wider range of (SLR) scenarios, from 8 inches to 6.6 feet by 2100.” In contrast, FPL planning documents for two new nuclear reactors at its Turkey Point facility predict less than one foot SLR by 2100. FPL planning documents omit current federal SLR guidelines and science-based analyses such as provided by the Southeast Florida Regional Climate Compact / Sea Level Rise Work Group assessment. Using the lowest estimate of SLR for the Company’s planning purposes leads to inaccurate information for shareholders.

BE IT RESOLVED: Shareholders request that NextEra Energy Inc. report material risks and costs of sea level rise to company operations, facilities, and markets based on a range of SLR scenarios projecting forward to 2100, according to best available science. The requested report shall be available to shareholders and investors by December 1, 2016, be prepared annually at reasonable cost and omit proprietary information.

The Board Unanimously Recommends a Vote AGAINST the Foregoing Proposal for the Following Reasons:

The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders.

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Preparing the requested report would not be the best use of the Company’s resources. The proposal calls for a report that would require the Company to speculate on events and the operations of the Company more than 80 years in the future. A report that purports to estimate the impact of events occurring that far in the future would not contribute to understanding the Company’s business, operations or assets or assist the Company in planning for the future. A proposal that asks the Company to speculate on a single aspect of global climate change nearly a century into the future would be a waste of time and money.

The Company already makes disclosures about material environmental matters.The Company already discloses in its SEC filings foreseeable environmental risks that may have a material impact on the Company’s business, operations and assets. The Company also makes available an extensive annual corporate responsibility report. Among the topics discussed in detail in the report are: Environmental Protection Agency-regulated emissions data, including climate change related greenhouse gas emissions; water and conservation management; wildlife and habitat preservation; waste management; and site remediation and restoration. The report also discusses the Company’s beneficial engagement with its customers, the communities in which it operates and its employees. Investors and the public already have ample sources of information to assess the sustainability of the Company’s business and operations. In light of the foregoing, the report called for in the proposal would not lead to any additional material disclosures; rather, them, the Company believes that the report would be, by its nature, highly speculative and confusing.

The proposal incorrectly states the assumptionsall required filings were timely made by the Company with respect to future sea level rise.The proposal asserts that “…FPL planning documents for two new nuclear reactors at its Turkey Point facility predict less than one foot [sea level rise] by 2100.” This is not true. The sea level rise projections for the Turkey Point project under Nuclear Regulatory Commission (“NRC”) licensing review were developed in compliance with rigorous NRC requirements and processes, including relying on peer-reviewed data. National Oceanic and Atmospheric Administration estimates of sea level were used to project sea level rise over 100 years, and, if approved and constructed, the new Turkey Point nuclear reactors would comply with NRC standards for nuclear plants and be built more than 25 feet above current sea level, well above any predicted rise in sea level. The analysis and assumptions used in estimating future sea level rise for Turkey Point 6 and 7 are available to the public on the NRC’s web site. There is no justification for the time and expense of the annual report requested by the proposal, particularly when the possible effect of sea level rise has already been appropriately addressed and the analysis is available to the public.

Unless you specify otherwise in your proxy/confidential voting instruction card or in the instructions you give on the Internet or by telephone, your proxy will be votedAGAINST proposal 7.

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INFORMATION ABOUT NEXTERA ENERGY AND MANAGEMENT2017.

Common Stock Ownership of Certain Beneficial Owners and Management

The following table shows the beneficial ownership of NextEra Energy common stock as of December 31, 20152017 by the only persons known by the Company to own beneficially more than 5% of the outstanding shares of the Company’s common stock:stock based on 471,436,476 shares outstanding as of March 26, 2018.

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The table below shows the number of shares of NextEra Energy common stock beneficially owned as of February 25, 2016March 26, 2018 by each of NextEra Energy’s directors (all of whom are nominees for director, except Mr. Beall)director) and each named executive officer listed inTable 1a: 2015 Summary Compensation Tablein the Executive Compensationsection of this proxy statement, as well as the number of shares beneficially ownedNEOs and by all of NextEra Energy’s directors and executive officers as a group. As of February 25, 2016, each individual beneficially owned less than 1%, andMarch 26, 2018, all directors and executive officers as a group beneficially owned less than 1%, of NextEra Energy common stock. No shares are pledged as security. The table also includes information about phantom or deferred shares credited to the accounts of NextEra Energy’s directors and executive officers under various compensation and benefit plans.

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Section 16(a) Beneficial Ownership Reporting Compliance

The Company’s directorsCorporate Governance and executive officers are required to file initial reports of ownership and reports of changes of their beneficial ownership of the common stock and other equity securities of NextEra Energy with the SEC pursuant to section 16(a) of the Exchange Act. Based solely upon a review of these filings and written representations from the directors and executive officers that no other reports were required of them, the Company believes that all required filings were timely made in 2015.

CORPORATE GOVERNANCE AND BOARD MATTERSBoard Matters

Corporate Governance Principles & Guidelines/Code of Ethics

NextEra EnergyThe Board has had formal corporate governanceadopted Governance Guidelines that set forth expectations for directors, director independence standards, in effect since 1994. The Governance & Nominating Committee is responsibleboard committee structure and functions and other policies for reviewing the Corporate Governance Principles & Guidelines and reporting and making recommendations to the Board concerning corporate governance matters.Company’s governance. NextEra Energy has adopted a Code of Ethics for Senior Executive and Financial Officers which applies to NextEra Energy’s chairman, president and chief executive officer, chief financial officer, treasurer, chief tax officer, general counsel, chief accounting officer and comptroller, and the presidents of FPL and NextEra Energy Resources, as well as a Code of Business Conduct & Ethics applicable to all representatives of NextEra Energy and its subsidiaries, including directors, officers and employees. The Corporate Governance Principles & Guidelines,employees, as well as a Code of Ethics for Senior Executive and Financial Officers and Code of Business Conduct & Ethics(“Senior Code”), which applies to certain senior executive officers. These documents are available on the Company’s website atwww.nexteraenergy.com/investors/governance.shtml.www.investor.nexteraenergy.com/corporate-governance. Any amendments or waivers of the Code of Ethics for Senior Executive and Financial Officers which are required to be disclosed to shareholders under SEC rulesCode will be disclosed on the NextEra Energyat this website at the address listed above.

Director Resignation Policy

As discussed above, under NextEra Energy’s Amended and Restated Bylaws (the “Bylaws”), in an uncontested election directors are elected by a majority of the votes cast. The Board has adopted a Policy on Failure of Nominee Director(s) to Receive a Majority Vote in an Uncontested Election (“Director Resignation Policy”), the effect of which is to require that, in any uncontested director election, any incumbent director who is not elected by the required vote shall offer to resign, and the Board shall determine whether or not to accept the resignation within ninety days of the certification of the shareholder vote. The Company will report the action taken by the Board under the Director Resignation Policy in a publicly-available forum or document.

The Bylaws provide that, in a contested election, director nominees are elected by a plurality of the votes cast.address.

Director Independence

The Board conducts an annual review regarding the independence from the Company’s management of each of its members and, in addition, assesses the independence of any new member at the time that the new member is considered for appointment or nomination for election to the Board. TheIn assessing independence, the Board considers all relevant facts and circumstances and uses the criteria set forth instandards established by the NYSE corporate governance independence standards (the “NYSE standards”New York Stock Exchange (“NYSE”) to assess director independence. These standards areand also set forth or referred to in the Corporate Governance Principles & Guidelines, a copy of which is available on the Company’s website atwww.nexteraenergy.com/investors/governance.shtml.Guidelines. The NYSE standards and the Corporate Governance Principles & Guidelines require that NextEra Energy havehas a majority of independent directors and provide that the Board must affirmatively determine with respect tothat each such director that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) in order to

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determine that the director is independent. As set forth in the Corporate Governance Principles & Guidelines, the Board considers all relevant facts and circumstances in making independence determinations. In particular, when assessing the materiality of a director’s relationship (if any) with the Company, the Board considers materiality both from the standpoint of the director and from the standpoint of persons or organizations with which the director has an affiliation. Material relationships for this purpose may include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.

In addition to the subjective standard described above, the NYSE standards have objective tests for determining who is an “independent director.” Under the objective tests, a director cannot be considered independent if he or she:

The NYSE standards and the Corporate Governance Principles & Guidelines also require that each of the Compensation Committee, the Governance & Nominating Committee and the Audit Committee consist entirely of independent directors. The NYSE standards and Rule 10A-3 under the Exchange Act include the additional requirement that members of the Audit Committee may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than their director compensation. The NYSE standards also require that, when determining the independence of members of the Compensation Committee, the Board is to consider all factors specifically relevant to determining whether a director has a relationship with NextEra Energy which is material to the director’s ability to be independent from management in connection with the director’s duties on the Compensation Committee, including, but not limited to, consideration of the sources of compensation of Compensation Committee members, including any consulting, advisory or other compensatory fees paid by NextEra Energy, and whether any Compensation Committee member is affiliated with NextEra Energy or any of its subsidiaries or affiliates. Compliance by Audit Committee members and Compensation Committee members with these requirements is separately assessed by the Board.

Based on its review, conducted in accordance with the Company’s Corporate Governance Principles and Guidelines and the NYSE standards, the Board determined in February 2016 that Sherry S. Barrat, Robert M. Beall, II (who, having reached retirement age for directors, is not standing for re-election), James L. Camaren, Kenneth B. Dunn, Naren K. Gursahaney, Kirk S. Hachigian, Toni Jennings, Amy B. Lane, Rudy E. Schupp, John L. Skolds, William H. Swanson and Hansel E. Tookes, II, constituting all 12 11non-employee directors, of NextEra Energy, are independent under the NYSE standards (including, where applicable, the separate Audit Committee and Compensation Committee standards) and the Corporate Governance

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Principles & Guidelines. In determining that Mr. Schupp is independent, the Board considered that a NextEra Energy subsidiary has employed Mr. Schupp’s son since June 2011 innon-executive business roles, for total compensation in 20152017 of approximately $115,800.$156,000. In determining that Mr. Gursahaney is independent, the Board considered that, in 20152017, a NextEra Energy subsidiary purchased electrical transformers, through transactions determined by competitive bids, from a manufacturer in which Mr. Gursahaney’ssister-in-law is an owner and in which Mr. Gursahaney has no interest of any nature.

Board Leadership Structure

As set forth in the Corporate Governance Principles & Guidelines, theThe Board believes that the decision as to who should serve as chairman and as chief executive officer,CEO, and whether the offices should be combined or separate, is properly the responsibility of the Board, to be exercised from time to time in appropriate consideration of the Company’s then-existing characteristics or circumstances. In view of the Company’s operating record, including its role as a national leader in renewable energy generation, and the operational and financial opportunities and challenges faced by the Company, the Board’s judgment is that the functioning of the Board is generally best served by maintaining a structure of having one individual serve as both chairman and chief executive officer.CEO. The Board believes that having a single person acting in the capacities of chairman and chief executive officerCEO promotes unified leadership and direction for the Board and executive management and allows for a single, clear focus for the chain of command to execute the Company’s strategic initiatives and business plans and to address its challenges. However, in certain circumstances, such as the transition from one chief executive officerCEO to another, the Board believes that it may be appropriate for the roles of the chief executive officerCEO and the chairman to be separated.

The Board has an independent Lead Director selected by and from the independent directors (with strong consideration given to present and past committee chairs). The Lead Director serves atwo-year term if continuing as a director,

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commencing on the date of the Company’s annual meeting of shareholders. Unless the independent directors determine otherwise due to particular circumstances, no director will serve as the Lead Director for more than onetwo-year term on a consecutive basis. In 2014,2016, the independent directors selected Robert M. Beall, IISherry S. Barrat to beserve as the Lead Director until the 20162018 annual meeting. Mr. Beall has reached the Company’s retirement age for directors and, as noted above, is not standing for re-election.meeting of shareholders. At a meeting of the Board followingheld in connection with the conclusion of the2018 annual meeting of shareholders, the independent directors will choose a Lead Director from among those independent directors elected at the annual meeting, so that at all times an independent Lead Director will be serving on the Board.

The Lead Director has the following duties and authorities:

Executive sessions of the independent directors are provided for in the agenda for each regularly-scheduled Board meeting and each regularly-scheduled committee meeting (other than quarterly earnings

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review meetings of the Audit Committee). As noted above, the Lead Director chairs the Board executive sessions and thereafter provides feedback to the chief executive officer. Committee executive sessions are chaired by the committee chairs, all of whom are independent directors (with the exception of the Executive Committee, which is chaired by the chairman of the board and meets only on an as-needed basis). The Board believes that having an independent Lead Director, regular Board and committee executive sessions, a substantial majority of independent directors and the corporate governance structures and processes described in this proxy statement allowsallow the Board to maintain effective oversight of management.

Board Refreshment and Diversity

Board Refreshment. Each year the Board engages in a self-evaluation process which is conducted by the Governance & Nominating Committee. Members of the Board are surveyed to assess the effectiveness of the Board’s membership and oversight processes and to solicit input from members of the Board for improvements to the Board’s functions. With the input of the Governance & Nominating Committee, recommendations from Board members are incorporated into Board processes and Board agenda topics. This annual self-evaluation process ensures that the Board periodically considers improvements to Board processes and procedures.22

Board Role in Risk Oversight

The Board discharges its risk oversight responsibilities primarily through its committees, each of which reportscommittees. The Board exercises its activities to the Board at the next succeeding Board meeting. Therole in risk oversight responsibilitiesin a variety of the committees includeways, including the following:

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NextEra Energy’s chief executive officer servesCEO, as the Company’s chief risk officer. In that capacity, the chief executive officer, together with other members of the Company’s senior management team, oversees the execution and monitoring of the Company’s risk management policies and procedures. NextEra Energy’s management maintains a number of risk oversight committees that assess operational and financial risks throughout the Company. NextEra Energy also has a Corporate Risk Management Committee, composed of senior executives, that assesses the Company’s strategic risks and the strategies employed to mitigate those risks. The Board committees discussed above meet periodically with the Company’s senior management team to review the Company’s risk management practices and key findings.

Board Evaluations

Each year the Board engages in a self-evaluation process which is conducted by the Governance & Nominating Committee. Members of the Board are surveyed to assess the effectiveness of the Board’s membership and oversight processes and to solicit input from members of the Board for improvements to the

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Board’s functions. With the input of the Governance & Nominating Committee, recommendations from Board members are incorporated into Board processes and Board agenda topics. This annual self-evaluation process ensures that the Board periodically considers improvements to Board processes and procedures.

Director Meetings and Attendance

The Board and its committees meet on a regular schedule and also hold special meetings from time to time. Executive sessions of the independent directors are scheduled in the agenda for each regularly-scheduled Board meeting. The Board met six times in 2015.2017. Each director attended at least 75% of the total number of Board meetings and meetings of the committees on which he or she served during the period of such director’s committee service.

2017. Absent circumstances that cause a director to be unable to attend the Board meeting held in conjunction with the annual shareholders’ meeting, Board members are required to attend the annual shareholders’ meeting. All 12 of the directors then in office attended the 20152017 annual meeting of shareholders.

Board Committees

The standing committees of the Board are the Audit Committee, the Compensation Committee, the Governance & Nominating Committee, the Finance & Investment Committee, the Nuclear Committee and the Executive Committee. The committees regularly report their activities and actions to the full Board, generally at the Board meeting next following the committee meeting. Executive sessions are held after each regularly-scheduled committee meeting (other than quarterly earnings review meetings of the Audit Committee) and are chaired by the committee chairs. Each of the committees operates under a charter approved by the Board and each committee (other than the Executive Committee) conducts an annual self-evaluation of its performance. The charter of each of the Audit Committee, the Compensation Committee and the Governance & Nominating Committee is required to comply with the NYSE corporate governance requirements. There are no NYSE requirements for the charters of the Finance & Investment Committee, the Nuclear Committee or the Executive Committee. Each of the committees is permitted to take actions within its authority through subcommittees, and references in this proxy statement to any of those committees include any such subcommittees. Current copies of the charters of the committees are available on the Company’s website atwww.nexteraenergy.com/investors/governance.shtml.www.investor.nexteraenergy.com/corporate-governance.The current membership and primary functions of the committees are described below.

Audit Committee

NextEra Energy has an Audit Committee established in accordance with applicable provisions of the Exchange Act and the NYSE standards. The Audit Committee is currently composed of Mrs. Barrat, Mrs. Jennings and Messrs. Swanson (Chair), Gursahaney and Skolds. The Audit Committee met eight times in 2015, and at such meetings met regularly with Deloitte & Touche and the internal auditor, both privately and in the presence of management. The Audit Committee has the authority to appoint or replace the Company’s independent registered public accounting firm and approves all permitted services to be performed by the independent registered public accounting firm. The Audit Committee also approves the

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Provide advice to the Compensation Committee on the Company’s principles for its executive compensation program.

Other Shareholder Nominees

The policy of the Governance & Nominating Committee is to consider properly submitted shareholder nominations of candidates for membership on the Board. Shareholder nominations are reviewed in the same manner as candidates identified by or recommended to the Governance & Nominating Committee. Any shareholder nominations proposed for consideration by the Governance & Nominating Committee should include the nominee’s name and qualifications for Board membership, should include all information that the Company’s Bylaws require for director nominations and should be addressed to the Corporate Secretary, NextEra Energy, Inc., P.O. Box 14000, 700 Universe Boulevard, Juno Beach, Florida 33408-0420. A copy of the Bylaws is available on NextEra Energy’s website atwww.investor.nexteraenergy.com/corporate-governance. In order for nominations to be timely under the advance notice requirements of the Bylaws for the 2019 annual meeting, they must be received by February  23, 2019.

Communications with the Board

The Board has established procedures by which shareholders and other interested parties may communicate with the Board, any Board committee, the Lead Director and any one or more of the other directors. Such parties may write to one or more of the directors, care of the General Counsel, NextEra Energy, Inc., P.O. Box 14000, 700 Universe Boulevard, Juno Beach, Florida 33408-0420, or send ane-mail to:boardofdirectors@nexteraenergy.com. They may also contact any member of the Audit Committee with a concern under the Company’s Code of Business Conduct & Ethics by calling561-694-4644.

The Board has instructed the General Counsel to assist the Board in reviewing all written communications to the Board, any Board committee or any director as follows:

Communications that are of a personal nature or not related to the duties and responsibilities of the Board, are unduly hostile, threatening, illegal or similarly inappropriate or unsuitable, are conclusory or vague in nature, or are surveys, junk mail, resumes, service or product inquiries or complaints, or business solicitations or advertisements, generally will not be forwarded to any director unless the director otherwise requests or the General Counsel determines otherwise.

Website Disclosures

NextEra Energy will disclose the following matters, if such matters should occur, on its website atwww.investor.nexteraenergy.com/corporate-governance.

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Transactions with Related Persons

In 2007, the Board adopted a Related Person Transactions Policy (the “Policy”) for the review and approval of Related Person Transactions by the Governance & Nominating Committee. Transactions or a series of transactions exceeding $120,000 in any fiscal year involving the Company and in which any Related Person has a direct or indirect material interest are governed by the Policy. Related Persons under the Policy are executive officers, directors and nominees for director of NextEra Energy, any beneficial owner of more than 5% of any class of NextEra Energy’s voting securities and any immediate family member of any of the foregoing persons.

In considering whether to approve a Related Person Transaction, the Governance & Nominating Committee (or its Chair, to whom authority has been delegated under certain circumstances) considers such factors as it (or the Chair) deems appropriate, which may include: (1) the Related Person’s relationship to NextEra Energy and interest in the transaction; (2) the material facts of the proposed Related Person Transaction, including the proposed value of such transaction or, in the case of indebtedness, the principal amount that would be involved; (3) the benefits to NextEra Energy and its shareholders of the Related Person Transaction; and (4) an assessment of whether the Related Person Transaction is on terms that are comparable to the terms that would be available to an unrelated third party.

The Policy provides for standing approval for certain categories of Related Person Transactions without the need for specific approval by the Governance & Nominating Committee. These categories include (1) certain transactions with other companies where the Related Person’s only relationship is as an employee (other than an executive officer), partner or principal, if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of the other company’s gross annual revenues in its most recently-completed fiscal year and (2) charitable contributions, grants or endowments by NextEra Energy to charitable organizations, foundations or universities with which a Related Person’s only relationship is as an employee (other than an executive officer) or a trustee, if the aggregate amount involved does not exceed the lesser of $500,000 or 2% of the charitable organization’s total annual receipts in its most recently completed fiscal year.

During 2017, three providers of investment management and administrative services to the Company were also beneficial owners of more than 5% of NextEra Energy’s outstanding common stock. The nature and value of services provided by these 5% shareholders and their affiliates are described below:

NextEra Energy believes that the terms of the services described above are comparable to the terms that would be available to an unrelated third party under the same or similar circumstances.

During 2017, the adult son of Mr. Rudy E. Schupp was employed by a subsidiary of NextEra Energy as a Project Manager. His total compensation for 2017 was approximately $156,000, and he was eligible for company benefits available to all other employees in a similar position. This transaction was reviewed and approved by the Governance & Nominating Committee in accordance with the Policy.

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Audit-Related Matters

Audit Committee Report

The Audit Committee submits the following report for 2017:

In accordance with the written Audit Committee Charter, the Audit Committee assists the Board of Directors (“Board”) in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. During 2017, the Audit Committee with a concern under the Company’s Code of Business Conduct & Ethics by calling 561-694-4644.

The Board has instructed the General Counsel to assist the Board in reviewing all written communications to the Board, any Board committee or any director as follows:

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Communications that are of a personal nature or not related to the duties and responsibilities of the Board, that are unduly hostile, threatening, illegal or similarly inappropriate or unsuitable, that are conclusory or vague in nature, or that are surveys, junk mail, resumes, service or product inquiries or complaints, or business solicitations or advertisements, generally will not be forwarded to any director unless the director otherwise requests or the General Counsel determines otherwise.

Website Disclosures

NextEra Energy will disclose the following matters, if such matters should occur, on its website atwww.nexteraenergy.com/investors/governance.shtml:

Transactions with Related Persons

Related Person Transactions Policy

NextEra Energy maintains a written Related Person Transactions Policy (the “Policy”) that was adopted by the Board in 2007 and amended in February 2012. All Related Person Transactions covered by the Policy are subject to review and approval by the Governance & Nominating Committee. For purposes of the Policy, Related Person Transactions generally are transactions, arrangements or relationships or a series of similar transactions, arrangements or relationships in which the aggregate amount involved exceeds $120,000 in any fiscal year, in which NextEra Energy, including any of its subsidiaries, was, is or will be a participant and in which any Related Person had, has or will have a direct or indirect material interest. An indirect interest includes, among other types of interests, an interest held by or through any entity in which any Related Person is employed or is a partner or principal or serves in a similar position or in which such Related Person has a 10% or greater beneficial ownership interest. Related Persons under the Policy are executive officers, directors and nominees for director of NextEra Energy, any person who is known to NextEra Energy to be the beneficial owner of more than 5% of any class of NextEra Energy’s voting securities (a “Related Shareholder”), and any immediate family member of any of the foregoing persons. The Policy generally is applied in a manner consistent with the requirements of the SEC’s rule relating to the disclosure of transactions with related persons and encompasses review and approval of transactions required to be disclosed by NextEra Energy in accordance with that rule.

In considering whether to approve a Related Person Transaction, the Governance & Nominating Committee (or its Chair, to whom authority has been delegated under certain circumstances) considers such factors as it (or the Chair) deems appropriate, which may include: (1) the Related Person’s relationship to NextEra Energy and interest in the transaction; (2) the material facts of the proposed Related Person Transaction, including the proposed value of such transaction or, in the case of indebtedness, the principal amount that would be involved; (3) the benefits to NextEra Energy and its shareholders of the Related Person Transaction; and (4) an assessment of whether the Related Person Transaction is on terms that are comparable to the terms available to an unrelated third party.

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The Policy provides for standing approval for certain categories of Related Person Transactions without the need for specific approval by the Governance & Nominating Committee. These categories include (1) certain transactions with other companies where the Related Person’s only relationship is as an employee (other than an executive officer), partner or principal, if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of the other company’s gross annual revenues in its most recently completed fiscal year, and (2) charitable contributions, grants or endowments by NextEra Energy to charitable organizations, foundations or universities with which a Related Person’s only relationship is as an employee (other than an executive officer) or a trustee, if the aggregate amount involved does not exceed the lesser of $500,000 or 2% of the charitable organization’s total annual receipts in its most recently completed fiscal year.

Related Person Transactions in 2015

In filings with the SEC, BlackRock, Inc. (“BlackRock”) and The Vanguard Group (“Vanguard”) reported beneficial ownership of more than 5% of NextEra Energy’s outstanding common stock as of December 31, 2015, and therefore for 2015 each was a Related Shareholder under the Related Person Transactions Policy described above. The nature and value of services provided by these 5% shareholders and their affiliates are described below:

NextEra Energy believes that the terms of the services provided described above are comparable to the terms available to an unrelated third party under the same or similar circumstances.

AUDIT-RELATED MATTERS

Audit Committee Report

The Audit Committee submits the following report for 2015:

In accordance with the written Audit Committee Charter, the Committee assists the Board of Directors (“Board”) in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. During 2015, the Committee met eight times, including four meetings where, among other things, the Audit Committee discussed the interim financial information contained in each quarterly earnings announcement with the chief financial officer, the chief accounting officer and the independent registered public accounting firm prior to public release.

In discharging its oversight responsibility as to the audit process, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the firm’s independence. The Audit Committee has reviewed any relationships that may affect the objectivity and independence of the independent registered public accounting firm and has satisfied itself as to the firm’s independence. The Audit Committee also discussed with management, the internal auditors and the independent registered public accounting firm the quality and adequacy of the Company’s internal controls and the internal audit function’s organization, responsibilities, resources and staffing. The Audit Committee reviewed with both the independent registered public accounting firm and the internal auditors their audit plans, audit scope and identification of audit risks.

The Audit Committee discussed and reviewed with the independent registered public accounting firm all communications required by generally accepted auditing standards, including those required to be discussed by PCAOB Auditing Standard No. 1301, “Communications with Audit Committees,” and discussed and reviewed the results of the firm’s audit of the financial statements. The Audit Committee also discussed the results of the internal audit examinations.

The Audit Committee reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2017 with management and the independent registered public accounting firm. Management has the responsibility for the preparation of the Company’s financial statements and the independent registered public accounting firm has the responsibility for the audit of those statements.

Based on the above-mentioned review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form10-K for the year ended December 31, 2017, for filing with the Securities and Exchange Commission.

In addition, and in accordance with the Audit Committee Charter, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm management’s internal control report, management’s assessment of the internal control structure and procedures of the Company for financial reporting and the independent registered public accounting firm’s opinion on the effectiveness of the Company’s internal control over financial reporting, all as required to be included in the Company’s Annual Report on Form10-K for the year ended December 31, 2017.

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As specified in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles. These are the responsibilities of the Company’s independent registered public accounting firm and management. In discharging its duties, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Audit Committee has reviewed any relationships that may affect the objectivity and independence of the independent registered public accounting firm and has satisfied itself as to the firm’s independence. The Committee also discussed with management, the internal auditors and the independent registered public accounting firm the quality and adequacy of the Company’s

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internal controls and the internal audit function’s organization, responsibilities, resources and staffing. The Committee reviewed with both the independent registered public accounting firm and the internal auditors their audit plans, audit scope, and identification of audit risks.

The Committee discussed and reviewed with the independent registered public accounting firm all communications required by generally accepted auditing standards, including those required to be discussed by PCAOB Auditing Standard No. 16, “Communications with Audit Committees,” and discussed and reviewed the results of the firm’s audit of the financial statements. The Committee also discussed the results of the internal audit examinations.

The Committee reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2015 with management and the independent registered public accounting firm. Management has the responsibility for the preparation of the Company’s financial statements, and the independent registered public accounting firm has the responsibility for the audit of those statements.

Based on the above-mentioned review and discussions with management and the independent registered public accounting firm, the Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2015, for filing with the Securities and Exchange Commission.

In addition, and in accordance with the Audit Committee Charter, the Committee reviewed and discussed with management and the independent registered public accounting firm management’s internal control report, management’s assessment of the internal control structure and procedures of the Company for financial reporting, and the independent registered public accounting firm’s opinion on the effectiveness of the Company’s internal control over financial reporting, all as required to be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

As specified in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles. These are the responsibilities of the Company’s independent registered public accounting firm and management. In discharging our duties as the Audit Committee, we have relied on (1) management’s representations to us that the financial statements prepared by management have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles and (2) the report of the independent registered public accounting firm with respect to such financial statements.

Respectfully submitted,

William H. Swanson, Chair

Sherry S. Barrat

Naren K. Gursahaney

Toni Jennings

John L. Skolds

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Fees Paid to Deloitte & Touche

The following table presents fees billed for professional services rendered by Deloitte & Touche, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates, for the fiscal years ended December 31, 2017 and 2016.