UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Clearway Energy, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on April 27, 2023. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
(a) Proposal 1 – Election of eleven directors
| Name | Votes For | Votes Against | Broker Non-Votes | |||||||||
| Jonathan Bram | 57,264,906 | 9,278,461 | 4,560,322 | |||||||||
| Nathaniel Anschuetz | 58,452,354 | 8,091,013 | 4,560,322 | |||||||||
| Emmanuel Barrois | 58,456,415 | 8,086,952 | 4,560,322 | |||||||||
| Brian R. Ford | 54,262,490 | 12,280,877 | 4,560,322 | |||||||||
| Guillaume Hédiard | 58,458,278 | 8,085,089 | 4,560,322 | |||||||||
| Jennifer Lowry | 58,805,338 | 7,738,029 | 4,560,322 | |||||||||
| Bruce MacLennan | 58,457,477 | 8,085,890 | 4,560,322 | |||||||||
| Daniel B. More | 52,566,795 | 13,976,572 | 4,560,322 | |||||||||
| E. Stanley O’Neal | 65,578,741 | 964,626 | 4,560,322 | |||||||||
| Christopher S. Sotos | 59,794,003 | 6,749,364 | 4,560,322 | |||||||||
| Vincent Stoquart | 58,230,186 | 8,313,181 | 4,560,322 | |||||||||
With respect to the foregoing Proposal 1, all eleven directors were elected and each received a plurality of the votes cast at the Annual Meeting.
(b) Proposal 2 — Advisory vote on the Company’s executive compensation
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
| 65,157,909 | 1,243,135 | 142,320 | 4,560,325 | |||||||
The foregoing Proposal 2 was approved.
(c) Proposal 3 — Advisory vote on the frequency of the advisory vote to approve the Company’s executive compensation
| One Year | Two Years | Three Years | Abstentions | |||||||||
| 65,210,831 | 78,260 | 525,892 | 728,381 | |||||||||
With respect to the foregoing Proposal 3, the option to hold future advisory votes every one year received a majority of the votes cast at the Annual Meeting. Based on these results, the Company’s Board of Directors currently intends to hold an advisory vote on executive compensation every one year.
(d) Proposal 4 – Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the 2023 fiscal year
| Votes For | Votes Against | Abstentions | ||||||
| 70,929,572 | 132,952 | 41,165 | ||||||
The foregoing Proposal 4 was approved.
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 | |||
| Executive Vice President, General Counsel and Corporate Secretary | |||
Date: May 1, 2023