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):  June 9, 2015
 
NRG YIELD, 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.)	
 
211 Carnegie Center, Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)
 
(609) 524-4500
(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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On May 5, 2015, stockholders of NRG Yield, Inc. (the “Company”) approved the Second Amended and Restated Certificate of Incorporation (the “ Amended Charter ”) which the Company filed with the Secretary of State of the State of Delaware on May 14, 2015.
 
On June 9, 2015, the Company filed a Certificate of Correction to Second Amended and Restated Certificate of Incorporation (the “ Certificate of Correction ”) correcting a technical error in the definition of “Utility Control” in Article Four, Section 5(c) of the Amended Charter. The Certificate of Correction became effective upon filing.
 
A copy of the Certificate of Correction, as filed with the Secretary of State of the State of Delaware on June 9, 2015 is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
The Exhibit Index attached to this Form 8-K is incorporated by reference herein.
 
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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 Yield, Inc.	
 	 	(Registrant)	
 	 	 	 	
 	 	By:	/s/ David R. Hill	
 	 	 	David R. Hill	
 	 	 	Executive Vice President & General Counsel	

Dated: June 9, 2015
 
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EXHIBIT INDEX
 
Exhibit
No.	 	Description	
 	 	 	
3.1	 	Certificate of Correction to Second Amended and Restated Certificate of Incorporation of NRG Yield, Inc., dated June 9, 2015.	
 
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Exhibit 3.1
 
STATE OF DELAWARE
 
CERTIFICATE OF CORRECTION
 
TO
 
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
OF
 
NRG YIELD, INC.
 
NRG Yield, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corporation ”)
 
DOES HEREBY CERTIFY:
 
1.              The name of the corporation is NRG Yield, Inc.
 
2.              That a Second Amended and Restated Certificate of Incorporation (the “Certificate”) was filed by the Secretary of State of Delaware on May 14, 2015, and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.
 
3.              The inaccuracy or defect of said Certificate is a technical error in that sub paragraph (i) of the definition of “utility control” in Article Four, Section 5(c) did not take into account the 1/100 vote for the shares of Class C common stock and Class D common stock.
 
4.              The definition of “utility control” in Article Four, Section 5(c) of the Certificate is corrected to read in its entirety as follows:
 
“Utility Control” means the power to direct or cause the direction of the management and policies of a Yield Public Utility and shall be deemed to exist if a person and its PUHCA Affiliates directly and/or indirectly own, control and/or hold with power to vote 10% or more of the outstanding voting securities of such Yield Public Utility.  The percentage of voting securities of a Yield Public Utility directly and/or indirectly owned, controlled and/or held with power to vote by a person and its PUHCA Affiliates shall be equal to the sum of: (i) the number of shares of Class A Common Stock and one one-hundredth (1/100 th ) of the number of shares of Class C Common Stock owned, controlled and/or held with power to vote by such person and its PUHCA Affiliates divided by the total number of shares of Class A Common Stock and Class B Common Stock then outstanding  plus  one one-hundredth (1/100 th ) of the total number of shares of Class C Common Stock and Class D Common Stock then outstanding multiplied by the percentage interest in the Yield Public Utility directly and/or indirectly owned, controlled and/or held with power

 
to vote by the Corporation, plus (ii) the aggregate percentage of outstanding NRG voting securities owned, controlled or held with power to vote by such person and its PUHCA Affiliates multiplied by the percentage interest in the Yield Public Utility directly or indirectly owned, controlled and/or held with power to vote by NRG (including, but not limited to, those held through its voting interests in the Corporation),  plus  (iii) the percentage of the Yield Public Utility’s outstanding voting securities owned, controlled and/or held with power to vote by such person and its PUHCA Affiliates other than through ownership interests in the Corporation or NRG.  The calculation is expressed in the following formula:
 
[(ACP / ATotal + BTotal + CTotal + DTotal ) * YPUY] + [(NRGP / NRGTotal) * YPUNRG] + YPUP
 
WHERE:
 
ACP = the sum of (i) the number of shares of Class A Common Stock owned, controlled and/or held with power to vote by such person and its PUHCA Affiliates,  plus  (ii) the number of shares of Class C Common Stock owned, controlled and/or held with power to vote by such person and its PUHCA Affiliates divided by one hundred (100).
 
ATotal = the total number of shares of Class A Common Stock outstanding.
 
BTotal = the total number of shares of Class B Common Stock outstanding.
 
CTotal = the total number of shares of Class C Common Stock outstanding divided by one hundred (100).
 
DTotal = the total number of shares of Class D Common Stock outstanding divided by one hundred (100).
 
NRGP = the number of voting shares owned, controlled and/or held with power to vote by such person and its PUHCA Affiliates in NRG.
 
NRGTotal = the total number of voting shares of NRG outstanding.
 
YPUY = the percentage of the voting interests of a Yield Public Utility directly and/or indirectly owned, controlled and/or held with power to vote by the Corporation.
 
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YPUNRG = the percentage of the voting interests of a Yield Public Utility directly and/or indirectly owned, controlled and/or held with power to vote by NRG.
 
YPUP = the percentage of the voting interests of a Yield Public Utility directly and/or indirectly owned, controlled and/or held with power to vote by such person other than through interests in the Corporation or NRG.
 
[Remainder of page intentionally left blank]
 
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be signed by the undersigned authorized officer this 9th day of June, 2015.

 	NRG Yield, Inc.,	
 	a Delaware corporation	
 	 	
 	By:	/s/ Brian Curci	
 	Name: Brian Curci	
 	Title: Corporate Secretary	
 
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