NextEra investors approve Dominion stock issuance, 5B shares
NEXTERA ENERGY, INC.
Rhea-AI Filing Summary
NEXTERA ENERGY, INC. (NEE) held a special shareholder meeting on September 3, 2026 related to its pending merger with Dominion Energy, Inc. Shareholders first approved the issuance of NEE common stock to Dominion Energy shareholders under the merger agreement and first plan of merger, with 1,612,635,616 votes in favor, or 99.47% of votes cast.
Shareholders also approved an amendment to NEE’s articles of incorporation to increase authorized NEE common stock from 3,200,000,000 to 5,000,000,000 shares, receiving 1,606,841,941 votes for, or 99.02% of votes cast. A third proposal authorizing adjournment or postponement of the special meeting in specified circumstances was approved with 1,498,123,156 votes for, or 92.33% of votes cast.
At the record date of July 24, 2026, NEE had 2,085,978,209 common shares outstanding, and 1,625,030,947 shares were represented in person or by proxy at the meeting, which constituted a quorum to conduct business.
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8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares outstanding at record date: 2,085,978,209 shares
Shares represented at meeting: 1,625,030,947 shares
Proposal 1 votes for: 1,612,635,616 votes (99.47%)
+4 more
7 metrics
Shares outstanding at record date
2,085,978,209 shares
NEE common stock outstanding as of July 24, 2026 record date
Shares represented at meeting
1,625,030,947 shares
Shares present in person or by proxy at the 2026 Special Meeting, constituting a quorum
Proposal 1 votes for
1,612,635,616 votes (99.47%)
Approval of issuance of NEE common stock to Dominion Energy shareholders
Authorized shares before amendment
3,200,000,000 shares
NEE common stock authorized prior to the amendment to articles of incorporation
Authorized shares after amendment
5,000,000,000 shares
NEE common stock authorized following shareholder approval of the amendment
Proposal 2 votes for
1,606,841,941 votes (99.02%)
Approval of increase in authorized NEE common stock
Proposal 3 votes for
1,498,123,156 votes (92.33%)
Approval of adjournment/postponement authority for the 2026 Special Meeting
Key Terms
quorum, authorized shares, articles of incorporation, plan of merger, +1 more
5 terms
quorum regulatory
"which constituted a quorum to conduct business at the meeting"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
articles of incorporation regulatory
"an amendment to NEE’s articles of incorporation to increase the number"
A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.
plan of merger regulatory
"pursuant to the terms of the Agreement and Plan of Merger, dated as of May"
A plan of merger is the legal blueprint that spells out exactly how two or more companies will combine, including what each side will give or receive (cash, stock, or a mix), who will run the combined business, and the conditions that must be met before the deal closes. It matters to investors because it determines how ownership, value and control will change—like a recipe that tells you how ingredients will be combined and what needs to happen before you can serve the final dish—so shareholders and regulators often must approve it and it can materially affect the stock price.
broker non-votes financial
"AGAINST | ABSTENTIONS | BROKER NON-VOTES"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
FAQ
What were the voting results on the adjournment proposal for NEE’s 2026 special meeting?
The adjournment proposal passed with 1,498,123,156 votes for, or 92.33% of votes cast, 124,314,270 against, and 2,593,521 abstentions. It allows NEE to adjourn or postpone the special meeting under certain conditions related to vote sufficiency, legal requirements, or Dominion Energy’s meeting timing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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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 earliest event reported: September 3, 2026
| Commission File Number | Exact name of registrant as specified in its charter, address of principal executive offices and registrant's telephone number | IRS Employer Identification Number | ||||||||||||
(561 ) 694-4000
State or other jurisdiction of incorporation or organization: Florida
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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. ☐
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.07 Submission of Matters to a Vote of Security Holders
(a)NextEra Energy, Inc. (NEE) held a special meeting of shareholders (2026 Special Meeting) on September 3, 2026, in connection with its previously announced pending merger with Dominion Energy, Inc. (Dominion Energy). As of the close of business on July 24, 2026, the record date for the 2026 Special Meeting, there were 2,085,978,209 shares of NEE common stock, par value $0.01 per share (NEE common stock), issued and outstanding. A total of 1,625,030,947 shares of NEE common stock were represented in person or by proxy at the 2026 Special Meeting, which constituted a quorum to conduct business at the meeting. At the 2026 Special Meeting, NEE’s shareholders approved three management proposals. The proposals are described in detail in the joint proxy statement/prospectus (Joint Proxy Statement), filed with the Securities and Exchange Commission on July 28, 2026.
(b)The final voting results with respect to each proposal voted upon at the 2026 Special Meeting are set forth below.
Proposal 1
NEE's shareholders approved, as set forth below, the issuance of shares of NEE common stock to shareholders of Dominion Energy in the first merger, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 15, 2026, by and among NEE, Dominion Energy, WG Development Corp., a Virginia corporation and direct wholly owned subsidiary of NEE, and CS Holdco, LLC, a Virginia limited liability company and direct wholly owned subsidiary of NEE (as that agreement may be amended from time to time, the “merger agreement”), and the first plan of merger:
| FOR | % VOTES CAST FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||||||||||
| 1,612,635,616 | 99.47% | 8,545,037 | 3,850,294 | — | |||||||||||||||||||||||||
Proposal 2
NEE's shareholders approved, as set forth below, an amendment to NEE’s articles of incorporation to increase the number of authorized shares of NEE common stock from 3,200,000,000 shares to 5,000,000,000 shares, as described in the Joint Proxy Statement and as reflected in the form of Articles of Amendment to Second Restated Articles of Incorporation of NEE:
| FOR | % VOTES CAST FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||||||||||||
| 1,606,841,941 | 99.02% | 15,832,955 | 2,356,051 | — | ||||||||||||||||||||||
Proposal 3
NEE's shareholders approved, as set forth below, the proposal to adjourn the 2026 Special Meeting to a later date or time, if necessary or appropriate, (i) if there are not sufficient votes at the time of the 2026 Special Meeting to approve the NEE share issuance proposal in order to solicit additional proxies, (ii) as required by law or (iii) in the event that Dominion Energy postpones the Dominion Energy special meeting pursuant to the terms of the merger agreement, NEE shall, upon the reasonable request of Dominion Energy, postpone or adjourn the 2026 Special Meeting once for up to 30 days so that the special meetings may occur on the same calendar day:
| FOR | % VOTES CAST FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||||||||||||
| 1,498,123,156 | 92.33% | 124,314,270 | 2,593,521 | — | ||||||||||||||||||||||
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 thereunto duly authorized.
Date: September 3, 2026
| NEXTERA ENERGY, INC | ||
| (Registrant) | ||
| CHARLES E. SIEVING | ||
| Charles E. Sieving | ||
| Executive Vice President, Chief Legal, Environmental and | ||
| Federal Regulatory Affairs Officer | ||