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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 7, 2015

NRG ENERGY, INC.
(Exact name of Registrant as specified in its charter)

Delaware   001-15891   41-1724239
(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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

        As described under Item 5.07 below, at the Annual Meeting of Stockholders of NRG Energy, Inc. (the "Company") held on May 7, 2015, the Company's stockholders, upon the recommendation of the Board of Directors, approved the Second Amended and Restated Annual Incentive Plan for Designated Corporate Officers (the "AIP"). The primary change to the AIP was the modification of the term of the AIP which now extends through January 1, 2025. The full text of the AIP is attached to this report as Exhibit 10.1 and is incorporated by reference herein.

Item 5.07    Submission of Matters to a Vote of Security Holders

        The Company held its Annual Meeting of Stockholders on May 7, 2015, in Philadelphia, Pennsylvania. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.

(a)
Proposal 1 — Election of thirteen directors

Name
  Votes For   Votes Against   Abstentions   Broker
Non-Votes 		 

E. Spencer Abraham

     287,738,970     3,729,221     384,740     13,103,044  

Kirbyjon H. Caldwell

     290,810,719     654,701     351,511     13,103,044  

Lawrence S. Coben

     289,944,806     1,518,907     353,218     13,103,044  

Howard E. Cosgrove

     289,787,069     1,680,241     349,621     13,103,044  

David Crane

     290,204,871     1,240,417     371,643     13,103,044  

Terry G. Dallas

     291,038,406     427,344     351,181     13,103,044  

William E. Hantke

     290,984,473     478,872     353,586     13,103,044  

Paul W. Hobby

     289,034,761     2,429,895     352,275     13,103,044  

Edward R. Muller

     290,061,490     1,408,519     346,922     13,103,044  

Anne C. Schaumburg

     290,971,811     561,478     283,642     13,103,044  

Evan J. Silverstein

     290,876,865     588,062     352,004     13,103,044  

Thomas H. Weidemeyer

     289,598,938     1,864,309     353,684     13,103,044  

Walter R. Young

     289,925,922     1,536,750     354,259     13,103,044  

        With respect to the foregoing Proposal 1, all thirteen directors were elected and each received the affirmative vote of a majority of the votes cast at the Annual Meeting.

(b)
Proposal 2 — Adoption of the Second Amended and Restated Annual Incentive Plan for Designated Corporate Officers

Votes For   Votes Against   Abstentions   Broker Non-Votes
288,713,772   2,677,596   425,563   13,103,044

        The foregoing Proposal 2 was approved.

(c)
Proposal 3 — Advisory vote on the compensation of the Company's named executive officers

Votes For   Votes Against   Abstentions   Broker Non-Votes  
  276,310,619     15,135,532     370,780     13,103,044  

        The foregoing Proposal 3 was approved.

(d)
Proposal 4 — Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the 2015 fiscal year

Votes For   Votes Against   Abstentions   Broker Non-Votes  
  302,812,401     1,748,799     358,775     0  

        The foregoing Proposal 4 was approved.

Item 9.01    Financial Statements and Exhibits

(d)
Exhibits

Exhibit No.   Description
  10.1   Second Amended and Restated Annual Incentive Plan for Designated Corporate Officers


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/ BRIAN E. CURCI
 Brian E. Curci
Corporate Secretary

Dated: May 7, 2015



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SIGNATURES