UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

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NRG Energy, Inc.

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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 27, 2017. NRG ENERGY, INC. You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of NRG ENERGY, INC. C/O OFFICE OF GENERAL COUNSEL 804 CARNEGIE CENTER PRINCETON, NJ 08540-6213 the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. proxy materials and voting instructions. E20883-P88264 See the reverse side of this notice to obtain Meeting Information Meeting Type:Annual Meeting For holders as of:March 13, 2017 Date: April 27, 2017Time: 9:00 AM EDT Location: Hyatt Regency Princeton 102 Carnegie Center Princeton, NJ 08540

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Before You Vote How to Access the Proxy Materials Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. How To Vote Please Choose One of the Following Voting Methods marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. E20884-P88264 Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Proxy Materials AAvvaaiillaabbllee ttooVVIEIEWWoorrRREECCEEIVIVEE: : 1. NOTICE AND PROXY STATEMENT2. ANNUAL REPORT How to View Online: following page) and visit: www.proxyvote .com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET:www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*:sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 13, 2017 to facilitate timely delivery.

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The Board of Directors recommends a vote FOR the nominees listed under Proposal 1, FOR Proposals 2, 3, 4 and 6 and 1 YEAR for Proposal 5. 2. To adopt the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan. To adopt the NRG Energy, Inc. Amended and Restated Employee Stock Purchase Plan. To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers. To approve, on a non-binding advisory basis, the frequency of the non-binding advisory vote on executive compensation. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2017. 1. Election of Directors Nominees: 3. 1a. E. Spencer Abraham 4. 1b. Kirbyjon H. Caldwell 1c. Lawrence S. Coben 5. 1d. Terry G. Dallas 6. 1e. Mauricio Gutierrez 1f. William E. Hantke The Board of Directors recommends you vote AGAINST Proposal 7: 1g. Paul W. Hobby 7. To vote on a stockholder proposal regarding disclosure of political expenditures, if properly presented at the meeting. 1h. Anne C. Schaumburg NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 1i. Evan J. Silverstein 1j. Barry T. Smitherman 1k. Thomas H. Weidemeyer 1l. C. John Wilder 1m. Walter R. Young E20885-P88264 Voting Items

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E20886-P88264

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