Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 15, 2009, Robert C. Flexon, Executive Vice President and Chief
Financial Officer, informed NRG Energy, Inc. (the "Company") that he will be
resigning from the Company, effective November 2, 2009, to assume the position
of President and Chief Executive Officer of Foster Wheeler USA Corporation, a
subsidiary of Foster Wheeler AG.
While the Company conducts an internal and external search for a new Chief
Financial Officer, Gerald Luterman was appointed Interim Chief Financial Officer
of the Company on October 15, 2009, effective November 3, 2009. Mr. Luterman,
65, has served as a Director of the Company since April 2009. Prior to his
appointment to the Company's Board of Directors, Mr. Luterman served as
Executive Vice President and Chief Financial Officer of Keyspan Corporation from
August 1999 until his retirement in September 2007 following National Grid's
acquisition of Keyspan.
Mr. Luterman will continue to serve on the Company's Board as a
non-independent director during his service as Interim Chief Executive Officer.
NRG expects Mr. Luterman to serve as the Chief Financial Officer of the Company
through the successful conclusion of the search process for a permanent
replacement which is expected to last at least through the announcement of the
Company's full year 2009 financial results anticipated to be released in late
February 2010. Mr. Luterman's compensation for his interim service will be
$100,000 monthly.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On October 15, 2009, the Board of Directors of the Company approved certain
amendments to Article II, Section 11 and Article III, Section 7, of the
Company's Bylaws, as well as other conforming changes and non-substantive
changes.
Article II , Section 11, which governs submission of a proposal by a
stockholder, was amended to require a stockholder to include the following
additional information in the advance notice to the Company: the class and
number of shares owned (beneficially and of record) by the stockholder; a
description of any agreements the stockholder has with affiliates or third
parties concerning the stockholder proposal or director nomination; a
description of any derivative positions, profit interests, and borrowed or
loaned shares the stockholder has with respect to the Company's stock; a
representation that the stockholder is entitled to vote at the meeting and
intends to attend the meeting to present the proposal or director nomination;
and whether the stockholder intends to conduct a proxy solicitation.
Article II, Section 11 was also amended to require a stockholder nominating a
person for election as a director to include in the advance notice: certain
biographical information about each director nominee; description of any
compensation, agreements, or other material relationships between the
stockholder and the proposed nominee; and a questionnaire regarding the
nominee's background and qualifications completed by each director nominee.
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Article III, Section 7 (Other Meetings and Notice), was amended to provide
that the Chief Executive Officer, the Chairman of the Board or a majority of the
Board may call a special meeting of the Board.
The preceding is qualified in its entirety by reference to the Company's
Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Document
3.1 Amended and Restated Bylaws of NRG Energy, Inc.
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