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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 30, 2025
Clearway Energy, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware |
|
001-36002 |
|
46-1777204 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(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:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
| Class A Common Stock, par value $0.01 |
CWEN.A |
New York Stock Exchange |
| Class C Common Stock, par value $0.01 |
CWEN |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 30, 2025, Clearway Energy, Inc.
(the “Company”) received a notice of resignation from Emmanuel Barrois, informing the Company of his intention to resign
from the board of directors (the “Board”) of the Company effective as of the close of business on July 1, 2025.
Mr. Barrois’ resignation from the Board was not the result of any disagreement with the Company.
On July 7, 2025, the Board elected Paige Goodwin
to replace Mr. Barrois and to serve as a member of the Board and a member of the Energy Risk Management Committee of the Board, effective
as of such date.
Ms. Goodwin will not receive any separate
compensation for her service as a director.
Ms. Goodwin currently serves as VP –
U.S. Renewables Portfolio for TotalEnergies. She has been employed by TotalEnergies since 2014, and has held a variety of business and
legal leadership roles, including as Senior Manager – U.S. Petrochemicals JVs and New Ventures; Assistant General Counsel
– U.S. Ligation; and Assistant General Counsel – U.S. Refining & Chemicals. Prior to joining TotalEnergies,
Ms. Goodwin was a litigation attorney at Baker Botts L.L.P. in Houston. Ms. Goodwin received her Juris Doctor from the
University of Pennsylvania Law School, and her Bachelor of Arts from Duke University.
The Company and Ms. Goodwin have entered into
an indemnification agreement that provides Ms. Goodwin with contractual rights to indemnification, expense advancement and reimbursement
to the fullest extent permitted under Delaware law. The foregoing description of such indemnification agreement does not purport to be
complete and is qualified in its entirety by reference to the complete text of the Form of Indemnification Agreement, the form of
which was filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2024, and which is incorporated herein by reference.
There are no arrangements or understandings between
Ms. Goodwin and any other person pursuant to which Ms. Goodwin was elected to serve on the Board. Ms. Goodwin does not
have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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: July 7, 2025
