NRGNRG Energy
Deals with insiders in the proxy filed 2026-03-18
Deals between NRG and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-19.
Nothing new: every deal in this year's section was reported last year too.
The whole section
8 paragraphs quoted as filed
Review, Approval or Ratification of Transactions with Related Persons“The Board has adopted written policies and procedures to address potential or actual conflicts of interest and the appearance that decisions are based on considerations other than the best interests of NRG that may arise in connection with transactions with certain persons or entities (Related Person Policy). The Related Person Policy operates in conjunction with our Code of Conduct and is applicable to all “Related Person Transactions,” which are all transactions, arrangements or relationships in which:”
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Review, Approval or Ratification of Transactions with Related Persons“the aggregate amount involved will or may be expected to exceed $50,000 in any calendar year;”
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Review, Approval or Ratification of Transactions with Related Persons“the Company is a participant; and any Related Person (as that term is defined below) has or will have a direct or indirect material interest.”
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Review, Approval or Ratification of Transactions with Related Persons“any person who is, or at any time during the applicable period was, a director of the Company or a nominee for director or an executive officer;”
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Review, Approval or Ratification of Transactions with Related Persons“any person who is known to the Company to be the beneficial owner of more than 5% of the outstanding common stock;”
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Review, Approval or Ratification of Transactions with Related Persons“any immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the director, nominee for director, executive officer or more than 5% beneficial owner of common stock, and any person (other than a tenant or employee) sharing the household of such director, nominee for director, executive officer or more than 5% beneficial owner of common stock; and any related party as the term is defined in Statement of Financial Accounting Standards No. 57.”
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Review, Approval or Ratification of Transactions with Related Persons“A Related Person Transaction is subject to review and approval or ratification by the Governance and Nominating Committee. If the aggregate amount involved is expected to be less than $500,000, the transaction may be approved or ratified by the Chair of the Governance and Nominating Committee. As part of its review of each Related Person Transaction, the Governance and Nominating Committee will take into account, among other factors it deems appropriate, including whether the transaction is on terms no less favorable than the terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction. This Related Person Policy also provides that certain transactions, based on their nature and/or monetary amount, are deemed to be pre-approved or ratified by the Governance and Nominating Committee and do not require separate approval or ratification.”
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Review, Approval or Ratification of Transactions with Related Persons“Transactions involving ongoing relationships with a Related Person will be reviewed and assessed at least annually by the Governance and Nominating Committee to ensure that such Related Person Transactions remain appropriate and in compliance with the Governance and Nominating Committee’s guidelines. The Governance and Nominating Committee’s activities with respect to the review and approval or ratification of all Related Person Transactions are reported periodically to the Board.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗