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): April 28, 2006
NRG ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-15891
(Commission File Number)
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41-1724239
(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)
Not
Applicable
(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 (see General
Instruction A.2. below):
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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On April 28, 2006, the stockholders of NRG Energy, Inc., or NRG, approved an amendment to the
NRG Energy, Inc. Long-Term Incentive Plan, or the Plan, to increase the number of equity awards issuable under the Plan by 4,000,000
shares, to a total of 8,000,000 shares. The Plan permits the issuance of options, stock appreciation rights, restricted stock,
restricted stock units, performance awards and deferred stock units upon such terms and conditions as the Compensation Committee
appointed by the Board of Directors determines. Persons eligible as participants under the Plan include directors, officers and
employees of NRG Energy, Inc. or its subsidiaries. A copy of the Plan, as amended, is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
On April 28, 2006, the Board of Directors of NRG approved an increase in the compensation of
each of the members of the Board of Directors, including the Chairman of the Board, the Chair and
members of the Audit Committee and the Chairs of the various standing committees, as set forth in
the NRG Energy, Inc. Director Compensation Table filed herewith as Exhibit 10.2 to this Current
Report on
Form 8-K and incorporated herein by reference.
Item 9.01 Exhibits
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Description |
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10.1 |
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NRG Energy, Inc. Long-Term Incentive Plan, as amended |
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10.2 |
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NRG Energy, Inc. Director Compensation Table |
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