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EX-99.1 - EX-99.1 - NRG ENERGY, INC.a12-26680_1ex99d1.htm








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


Date of Report (Date of earliest event reported): November 9, 2012



(Exact name of Registrant as specified in its charter)







(State or other jurisdiction of


(Commission File Number)


(IRS Employer Identification No.)


211 Carnegie Center, Princeton, New Jersey 08540

(Address of principal executive offices, including zip code)


(609) 524-4500

(Registrant’s telephone number, including area code)



(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:


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


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


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


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





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


NRG Energy, Inc. (“NRG”) held a Special Meeting of Stockholders on November 9, 2012, in Princeton, New Jersey in connection with the Agreement and Plan of Merger, dated as of July 20, 2012 (the “Merger Agreement”), by and among NRG, Plus Merger Corporation and GenOn Energy, Inc. (“GenOn”).  Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.  For more information on the proposals, see the joint proxy statement/prospectus included in the Registration Statement on Form S-4, file No. 333-183334, filed by NRG with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on October 5, 2012.


(a) Proposal 1 — Approval of the issuance of NRG’s common stock, par value $0.01 per share, pursuant to the Merger Agreement (the “Share Issuance Proposal”)


Votes For


Votes Against




Broker Non-Votes


















The Share Issuance Proposal was approved.


(b) Proposal 2 — Approval of an amendment to NRG’s Amended and Restated Certificate of Incorporation to fix the maximum number of directors that may serve on NRG’s board of directors at 16 directors (the “Charter Amendment Proposal”)


Votes For


Votes Against




Broker Non-Votes


















The Charter Amendment Proposal was approved.


(c) Proposal 3 — Approval of any motion to adjourn the Special Meeting, if necessary, to solicit additional proxies (the “Adjournment Proposal”)


Votes For


Votes Against




Broker Non-Votes


















Sufficient votes were received to approve the Adjournment Proposal, however the Adjournment Proposal was not necessary following the approval of the Share Issuance Proposal and the Charter Amendment Proposal and was therefore not implemented.


Item 8.01 Other Events.


On November 9, 2012, NRG and GenOn issued a joint press release announcing the results of the proposals considered at each company’s special meeting. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits.


(d)           Exhibits


Exhibit Number


Description of Exhibit






Joint Press Release of NRG and GenOn dated November 9, 2012


Forward Looking Statements


In addition to historical information, the information presented in this report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as “may,” “will,” “should,” “could,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “expect,” “intend,” “seek,” “plan,” “think,” “anticipate,” “estimate,” “predict,” “target,” “potential” or “continue” or the negative of these terms or other comparable terminology.  Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the proposed transaction between NRG and GenOn, each party’s and the combined company’s future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business results and other future events, each party’s views of economic and market conditions, and the expected timing of the completion of the proposed transaction.


Forward-looking statements are not a guarantee of future performance and actual events or results may differ materially from any forward-looking statement as result of various risks and uncertainties, including, but not limited to, those relating to: the ability to satisfy the conditions to the proposed transaction between NRG and GenOn, the ability to successfully complete the proposed transaction (including any financing arrangements in connection therewith) in accordance with its terms and in accordance with expected schedule, the ability to obtain regulatory or other approvals for the proposed transaction, or an inability to obtain them on the terms proposed or on the anticipated schedule, diversion of management attention on transaction-related issues, impact of the transaction on relationships with customers, suppliers and employees, the ability to finance the combined business post-closing and the terms on which such financing may be available, the financial performance of the combined company following completion of the proposed transaction, the ability to successfully integrate the businesses of NRG and GenOn, the ability to realize anticipated benefits of the proposed transaction (including expected cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than expected, legislative, regulatory and/or market developments, the outcome of pending or threatened lawsuits, regulatory or tax proceedings or investigations, the effects of competition or regulatory intervention, financial and economic market conditions, access to capital, the timing and extent of changes in law and regulation (including environmental), commodity prices, prevailing demand and market prices for electricity, capacity, fuel and emissions allowances, weather conditions, operational constraints or outages, fuel supply or transmission issues, hedging ineffectiveness.


Additional information concerning other risk factors is contained in NRG’s and GenOn’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings.


Many of these risks, uncertainties and assumptions are beyond NRG’s ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made, and NRG does not undertake any obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this communication. All subsequent written and oral forward-looking statements concerning NRG, GenOn, the proposed transaction, the combined company or other matters and attributable to NRG, GenOn or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.



Additional Information about the Proposed Transaction and Where You Can Find It


In connection with the proposed merger between NRG and GenOn, NRG filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that includes a joint proxy statement of NRG and GenOn and that also constitutes a prospectus of NRG. The registration statement was declared effective by the SEC on October 5, 2012. NRG and GenOn first mailed the joint proxy statement/prospectus to their respective stockholders on or about October 10, 2012. NRG and GenOn may also file other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF NRG AND GENON ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders may obtain free copies of the joint proxy statement/prospectus and other documents containing important information about NRG and GenOn through the website maintained by the SEC at In addition, NRG makes available free of charge at (in the “Investors” section), copies of materials it files with, or furnish to, the SEC.





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












/s/ David R. Hill

Date: November 9, 2012



David R. Hill




Executive Vice President and General Counsel





Exhibit Number


Description of Exhibit






Joint Press Release of NRG and GenOn dated November 9, 2012