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. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
NRG Energy, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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On June 17, 2009, David Crane, President and Chief Executive Officer of NRG Energy, Inc.
(NRG), issued the following letter to certain business partners and associates of NRG:
[NRG ENERGY, INC. LETTERHEAD]
June 17, 2009
Dear Friend of NRG:
This morning Exelon disclosed that only 12% of NRGs shares had been tendered into the Exelon offer
as of June 16th, a precipitous decline from the 51% which had been tendered at the
expiration of the second exchange offer on February 26th. Exelon did NOT increase or
otherwise modify its 0.485 exchange offer, which remains unchanged since October 19th,
2008.
It is very clear that the support for Exelons offer among NRG shareholders has largely evaporated.
The reasons for that are many and beyond the desired length of this letter so, for those who have a
compelling interest, there is a link at the bottom of the page to our new investor presentation.
It is my strong belief that pursuing their offer over the past eight months has been a terrible
waste of shareholder resources. As such, it is high time for Exelon either to put a very
substantially improved offer on the table or to cease all hostile action against NRG. To date,
Exelon has been unresponsive to my point of view but perhaps now they will listen to the 88% of NRG
shareholders who did not tender their shares.
I hope you had a chance to read Rebecca Smiths front page article in the Wall Street Journal today
on the topic of our STP nuclear development project and the other three nuclear projects in the
vanguard of the American nuclear renaissance. Our leading nuclear development effort, while one of
several ongoing NRG initiatives that have driven value creation at NRG over the past several
months, is particularly important. With each passing day, I become increasingly convinced that our
Countrys principal solution both to combating global warming and curing our national addiction to
foreign-sourced oil is the mass market electric car powered by a fleet of new advanced nuclear
power plants with the energy conveyed through a modern smart transmission and distribution
system.
At NRG, being in the vanguard of new nuclear development is a start; expect to hear more from us in
the months and years to come about our positioning on other parts of this critical
21st century value chain. We look forward to working with you to create value now and in
the future.
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Sincerely, |
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/s/ David Crane
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David Crane |
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President & Chief Executive Officer |
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Latest Investor Presentation
Important Information
In connection with its 2009 Annual Meeting of Stockholders (the 2009 Annual Meeting), NRG Energy,
Inc. (NRG) has filed a definitive proxy statement on Schedule 14A with the Securities and
Exchange Commission (the SEC). 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 communication,
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. This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities of NRG.
Investors and stockholders will be able to obtain free copies of NRGs definitive 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 definitive
proxy statement for the 2009 Annual Meeting, which was filed with the SEC on June 16, 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.