On November 20, 2023, NRG Energy Inc announced that it entered into a Cooperation Agreement with Elliott Investment Management LP regarding the composition of the Company?s Board of Directors, the establishment of a search committee of the Board to conduct a search to select the Company?s next Chief Executive Officer and related matters. In addition, pursuant to the Cooperation Agreement, the Company has agreed to 1) increase the size of the Board to 13 directors, 2) appoint Marwan Fawaz, Kevin T. Howell, Alex Pourbaix, and Marcie C. Zlotnik as members of the Board with an initial term expiring at the Company?s 2024 Annual Meeting of Stockholders, 3) nominate the New Directors for election as directors at the 2024 Annual Meeting, (D) establish the CEO Search Committee consisting of 5 directors Antonio Carrillo, Heather Cox, Lisa Donohue, Kevin T. Howell and Alex Pourbaix to the CEO Search Committee with Donohue as the Chair of the CEO Search Committee, 4) the Company is reaffirming its guidance for 2023 and 2024, as previously announced on November 2, 2023, as well as its previously announced strategic growth plan, cost savings targets and capital allocation framework, including its path to investment grade credit metrics, discussed during its Investor Day on June 22, 2023. In addition, the Company stated that under the terms of the cooperation agreement, during the cooperation period, Elliott will abide by certain voting commitments and customary standstill restrictions, and the parties agreed to mutual non-disparagement provisions.

Further, the Company stated that Lawrence Coben's appointment as interim president and chief executive officer following Mauricio Gutierrez's resignation from the positions of CEO, President, and Board member on November 17, 2023.