Organization: NRG Energy, Inc.

Year: 2019

Whereas: 0

Resolved: Resolved: The shareholders of NRG Energy, Inc. ("NRG Energy") hereby request that the Company prepare and periodically update a report, to be presented to the pertinent board of directors committee and posted on the Company's website that discloses monetary and non monetary expenditures that NRG Energy makes on political activities, including * expenditures that NRG Energy cannot deduct as an "ordinary and necessary" business expense under section 162(e) of the Internal Revenue Code (the "Code") because they are incurred in connection with (a) influencing legislation; (b) participating or intervening in any political campaign on behalf of (or in opposition to) any candidate for public office; and (c) attempting to influence the general public, or segments thereof, with respect to elections, legislative matters, or referenda; * contributions to, or expenditures in support of or opposition to political candidates, political parties, and political committees; * dues, contributions or other payments made to tax exempt "social welfare" organizations and "political committees" operating under sections 501(c)(4) and 527 of the Code, respectively, and to tax exempt entities that write model legislation and operate under section 501(c)(3) of the Code; and * the portion of dues or other payments made to a tax exempt entity such as a trade association that is used for an expenditure or contribution and that would not be deductible under section 162(e) of the Code if made directly by the Company. The report shall identify all recipients and the amount paid to each recipient from Company funds.

Supporting Statement:Supporting Statement: As long term shareholders, we support transparency and accountability in corporate spending on political activities. NRG Energy's current political contribution policy requires "complete and accurate disclosures" only "where required" (http investors.nrg.com phoenix.zhtml?c 121544&p irol govHighlights, viewed October 26, 2018). The Company therefore does not currently disclose potentially significant contributions that may be channeled anonymously into the political process through trade associations and non profit groups that need not disclose contributions. Such payments may far surpass the contributions that must be publicly reported. Disclosure is consistent with public policy and in the best interest of NRG Energy shareholders. The Supreme Court's 2010 Citizens United decision 'which liberalized rules for corporate participation in election related activities 'recognized the importance of disclosure to shareholders, saying " D isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way." In our view, in the absence of a system of transparency and accountability, company assets could be used for policy objectives that may be inimical to the long term interests of, and may pose risks to, shareholders. NRG Energy currently lags many energy companies that publicly disclose political spending, including AES Corporation, American Electric Power, Dominion Energy, Edison International, Entergy, Exelon, and Southern Company. Given the vagaries of the political process and the uncertainty that political spending will produce any return for shareholders, we believe that companies should be fully transparent by disclosing corporate assets spent in this area. We urge shareholders to vote FOR this resolution.