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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 Report (Date of earliest event
reported): May 21, 2026
NRG ENERGY, INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation) |
|
001-15891
(Commission File Number) |
|
41-1724239
(IRS Employer Identification No.) |
1301 McKinney Street, Houston, Texas 77010
(Address of principal executive offices, including
zip code)
(713)
537-3000
(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 |
| Common Stock, par value $0.01 |
|
NRG |
|
New York Stock Exchange |
| Common Stock, par value $0.01 |
|
NRG |
|
NYSE Texas |
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 May 21, 2026, upon the recommendation of the
Governance and Nominating Committee of NRG Energy, Inc. (the “Company”), the Board of Directors (the “Board”)
appointed Glenn Wright to serve as an independent director, effective May 26, 2026, until his successor is duly elected and qualified
or until his earlier death, resignation or removal. Dr. Wright was also appointed to serve on the Finance and Risk Management Committee
of the Board. There is no arrangement or understanding between Dr. Wright and any other person, other than the Company, pursuant to which
he was appointed as a director. Dr. Wright has no direct or indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Dr. Wright, age 60, most recently served as
Senior Vice President, Shell Energy Americas, and President and Chief Executive Officer, Shell New Energies, US from 2020 to 2025.
Prior to that, from 2016 to 2020, Dr. Wright served as Vice President, Shell Energy Trading Americas, and President and Chief
Executive Officer, Shell Energy North America. From 2005 to 2016, he held various leadership positions at Shell in roles spanning
power and gas trading and business development. Dr. Wright currently serves on the board of Hydrostor Inc., a private energy storage
company based in Canada. Dr. Wright received a B.S. in chemical engineering from the Georgia Institute of Technology, and an M.S.,
Ph.D. and M.B.A. from The University of Texas at Austin.
Dr. Wright will participate in the Company’s
director compensation program, as described in the Company’s 2026 Proxy Statement, filed with the SEC on March 18, 2026, under the
caption “Director Compensation.”
Item 7.01 Regulation FD
On May 21, 2026, the Company issued a press release
announcing the matters described in Item 5.02 hereof. A copy of the news release is attached hereto and filed as Exhibit 99.1 and incorporated
by reference herein.
Item 9.01 Financial Statements and Exhibits
Exhibits
Exhibit
Number |
|
Document |
| 99.1 |
|
Press Release, dated May 21, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
| |
NRG Energy,
Inc. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/ Christine A. Zoino |
| |
|
Christine A. Zoino |
| |
|
Corporate Secretary |
Dated: May 21, 2026
Exhibit 99.1
 |
|
PRESS RELEASE |
NRG Energy Announces Appointment of New Independent
Director
Energy Industry Leader Brings Expertise Across
Power, Gas, and Integrated Energy Solutions to the NRG Board of Directors
HOUSTON—May 21, 2026—NRG Energy, Inc. (NYSE: NRG) today
announced that Glenn Wright has been appointed to its Board of Directors, effective May 26, 2026.
“Glenn has experience across power markets and customer energy
solutions, along with a proven track record managing complex portfolios,” said Antonio Carrillo, NRG Board Chair. “His perspective
will be valuable as NRG continues to focus on disciplined execution, long-term value creation, and serving customers. We are pleased to
welcome him to the Board.”
Dr. Wright’s appointment brings the NRG Board to 11 members and
further reinforces the Board’s role in providing strong governance and stewardship as the company advances its strategy.
About the New Director:
Glenn Wright
Glenn Wright brings extensive leadership from Shell plc where he most
recently served as Senior Vice President, Shell Energy Americas, and President and Chief Executive Officer of Shell New Energies, US (2020-2025).
In this role, he led efforts to expand renewable generation and scale integrated energy solutions for customers across North and South
America.
Earlier, Dr. Wright served as Vice President of Shell Energy
Trading Americas, and President and Chief Executive Officer of Shell Energy North America (2016–2020), accountable for the
power and gas wholesale trading business in North and South America as well as retail and commercial power operations and advanced
customer-focused offerings.
Prior to these roles, he held several leadership positions within Shell’s
downstream businesses, including General Manager of Power Trading, Shell Energy North America (2008–2016), General Manager of Business
Development, Shell Lubricants (2007-2008), and General Manager of Portfolio Projects, Shell Oil Products, United States (2005-2007). His
experience spans wholesale markets, portfolio management, and commercial optimization.
Dr. Wright also held leadership positions at Enterprise Business
Development Inc. as Vice President of Business Development (2002-2005) and Enron Corporation as Vice President of Enron Industrial
Markets (1999-2002). In his early career, Dr. Wright dedicated several years to Shell plc (1992-1999). He served in a series of
engineering, process development, and manufacturing roles, supporting operations and driving performance improvements across the
company’s chemical and energy businesses.
 |
|
PRESS RELEASE |
He holds a Ph.D. and MS in chemical engineering and an MBA from the
University of Texas at Austin, and a BS in chemical engineering from the Georgia Institute of Technology.
About NRG
NRG is a leading provider of electricity, natural gas, and smart home
solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified
supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive
energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today
and in the future.
Media
Laura Avant
Laura.Avant@nrg.com
Investors
Brendan Mulhern
609.524.4767
Investor.relations@nrg.com