Filed by NRG Energy, Inc. pursuant to
Rule 425 of the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: NRG Energy, Inc.
Commission File No.: 001-15891
On April 30, 2009, NRG Energy, Inc. (NRG) held its earnings call for the quarter ended March 31,
2009 and below is an excerpt from the conference call:
Operator:
Thank you. Our next question will coming from the line of Anthony Crowdell with Jeffries &
Company. Please go ahead with your question sir.
<Q Anthony Crowdell>: Good morning. Just wanted to go from my understanding of the Annual
Shareholder meeting, I believe the one in 2008 was held like May 13th, is it a requirement that the
shareholder meeting be held within 13 months of the previous one?
<A David Crane, President and Chief Executive Officer of NRG>: Anthony, let me say a
couple of things about that, I mean the NRG board hasnt decided when this years shareholders
meeting will be, but it will decide in the next few weeks. And I think what the Board is trying to
decide is balance between having it as soon as it can obviously, but also having a time when the
shareholders are as fully informed as is realistically possible with information thats relative to
the important decisions that have to be made. As to what is exactly required under Delaware Law, my
understanding is that the way that the law reads is that if a Board does not or if a company does
not have an annual shareholder meeting within 13 months then a shareholder or a Director can
petition the Delaware court to set a date, but that there is no affirmative obligation on the Board
to have it within that time period off the top. But you would have to check out with a Delaware
lawyer, but thats my understanding.
Important Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of proxy of any stockholder of NRG Energy, Inc. (NRG). NRG filed a
preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the SEC)
on April 27, 2009 in connection with its 2009 Annual Meeting of Stockholders (the 2009 Annual
Meeting). Prior to the 2009 Annual Meeting, NRG will furnish a definitive proxy statement to its
stockholders, together with a WHITE proxy card. INVESTORS AND STOCKHOLDERS OF NRG ARE URGED TO READ
THE PROXY STATEMENT FOR THE 2009 ANNUAL MEETING IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT
INFORMATION.
In response to the exchange offer proposed by Exelon Corporation referred to in this news release,
NRG has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. STOCKHOLDERS
OF NRG ARE ADVISED TO READ NRGS SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 IN ITS
ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Investors and stockholders will be able to obtain free copies of NRGs preliminary proxy statement,
the Solicitation/Recommendation Statement on Schedule 14D-9, any amendments or supplements to the
proxy statement and/or the Schedule 14D-9, any other documents filed by NRG in connection with the
2009 Annual Meeting and/or the exchange offer by Exelon Corporation, and other documents filed with
the SEC by NRG at the SECs website at www.sec.gov. Free copies of the definitive proxy statement,
the Solicitation/Recommendation Statement on Schedule 14D-9, and any amendments and supplements to
these documents can also be obtained by directing a request to Investor Relations Department, NRG
Energy, Inc., 211 Carnegie Center, Princeton, New Jersey 08540.
NRG and its directors and executive officers will be deemed to be participants in the solicitation
of proxies in connection with its 2009 Annual Meeting. Detailed information regarding the names,
affiliations and interests of NRGs directors and executive officers is available in the
preliminary proxy statement for the 2009 Annual Meeting, which was filed with the SEC on April 27,
2009.
Forward-Looking Statements
This communication contains forward-looking statements that may state NRGs or its managements
intentions, hopes, beliefs, expectations or predictions for the future. Such forward-looking
statements are subject to certain risks, uncertainties and assumptions, and typically can be
identified by the use of words such as will, expect, estimate, anticipate, forecast,
plan, believe and similar terms. Although NRG believes that its expectations are reasonable, it
can give no assurance that these expectations will prove to have been correct, and actual results
may vary materially. Factors that could cause actual results to differ materially from those
contemplated above include, among others, risks and uncertainties related to the capital markets
generally.
The foregoing review of factors that could cause NRGs actual results to differ materially from
those contemplated in the forward-looking statements included herein should be considered in
connection with information regarding risks and uncertainties that may affect NRGs future results
included in NRGs filings with the SEC at www.sec.gov. Statements made in connection with
the exchange offer are not subject to the safe harbor protections provided to forward-looking
statements under the Private Securities Litigation Reform Act of 1995.