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CWEN Clearway Energy

Filed: 3 May 21, 4:31pm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 29, 2021

 

Clearway Energy, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation)

 

001-36002

(Commission File Number)

 

46-1777204

(IRS Employer Identification No.)

 

300 Carnegie Center, Suite 300, Princeton, New Jersey 08540

(Address of principal executive offices, including zip code)

 

(609) 608-1525

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01CWEN.ANew York Stock Exchange
Class C Common Stock, par value $0.01CWENNew York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company     ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

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

 

Clearway Energy, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on April 29, 2021. At the Annual Meeting, as discussed below, the shareholders approved the amendment and restatement of the Company’s Amended and Restated 2013 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock available for issuance under the Plan from 2,000,000 shares to 4,500,000 shares and to make certain additional changes. A description of the terms and conditions of the Plan is included in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on March 17, 2021 and is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report.

 

 Item 5.07Submission of Matters to a Vote of Security Holders.

 

Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Company’s Annual Meeting held on April 29, 2021.

 

(a) Proposal 1 – Election of nine directors

 

Name Votes For Withheld Broker Non-Votes 
Jonathan Bram 56,663,659 10,230,564 0 
Brian R. Ford 61,856,035 5,038,188 0 
Nathaniel Anschuetz 59,195,685 7,698,538 0 
Bruce MacLennan 59,202,806 7,691,417 0 
Ferrell P. McClean 60,961,119 5,933,104 0 
Daniel B. More 61,865,351 5,028,872 0 
E. Stanley O’Neal 66,440,142 454,081 0 
Christopher S. Sotos 58,005,110 8,889,113 0 
Scott Stanley 59,203,474 7,690,749 0 

 

With respect to the foregoing Proposal 1, all nine directors were elected and each received a plurality of the votes cast at the Annual Meeting.

 

(b) Proposal 2 — Advisory vote on the Company’s executive compensation

 

Votes For Votes Against Abstentions Broker Non-Votes 
66,202,910 546,555 144,758 2,963,644 

 

The foregoing Proposal 2 was approved.

 

 

 

 

(c) Proposal 3 – Approval of the amendment and restatement of the Plan, as described above under Item 5.02 of this Current Report on Form 8-K

 

Votes For Votes Against Abstentions Broker Non-Votes 
65,245,027 1,559,671 89,524 2,963,644 

 

The foregoing Proposal 3 was approved.

 

(d) Proposal 4 – Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the 2021 fiscal year

 

Votes For Votes Against Abstentions Broker Non-Votes 
69,667,416 156,505 33,945 0 

 

The foregoing Proposal 4 was approved.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.
 Description
10.1 * Clearway Energy, Inc. Amended and Restated 2013 Equity Incentive Plan, as amended and restated effective February 19, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

* Filed herewith.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 Clearway Energy, Inc.
   
 By:  /s/ Kevin P. Malcarney
  Kevin P. Malcarney
  General Counsel and Corporate Secretary

 

Date:  May 3, 2021