Not independent
Tenure on this board
7.8 yrs
11 nominees · 4 ballot items.
Election of eleven directors; advisory approval of executive compensation (Say-on-Pay); ratification of PricewaterhouseCoopers LLP as independent auditors; approval of Second Amended and Restated Certificate of Incorporation to convert Class A into Class C shares, reduce authorized Class A shares, and related changes.
Elect eleven directors to the Board to hold office for one-year terms.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory approval of the company’s executive compensation as disclosed in the Compensation Discussion & Analysis, compensation tables and narrative. Management seeks this vote to confirm stockholder support for its pay-for-performance framework that blends annual incentives tied to CAFD and strategic milestones with long-term performance stock units and time-based restricted stock units emphasizing relative TSR and average CAFD-per-share over three years; the Compensation Committee uses peer benchmarking and retains discretion to adjust awards. The Board recommends FOR to signal alignment and expects to consider the outcome when setting future pay levels. The vote is advisory only and does not bind the Company or the Compensation Committee; however, a significant vote against could lead the Board to engage with stockholders and consider changes to compensation program design or disclosures.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026.
Approve an Amended Charter to convert each share of Class A common stock into one share of Class C common stock automatically, eliminate future issuance of Class A shares, reduce authorized Class A shares to outstanding number, and make related amendments.
This management proposal seeks stockholder approval to file and adopt a Second Amended and Restated Certificate of Incorporation that, upon effectiveness, will automatically convert all outstanding Class A common shares into Class C shares on a one-for-one basis and eliminate the ability to issue or reissue Class A shares thereafter, while reducing the authorized Class A share count to equal outstanding shares and making conforming and ministerial updates. Management and the Board state the conversion responds to a persistent trading discount and liquidity disparity between Class A and Class C share classes and investor feedback seeking simplification; they argue consolidation will increase the public float and trading liquidity of Class C shares, reduce administrative burden and reduce investor confusion. Because the conversion reduces the superior voting power held by Class A shares holders, the Board has negotiated a Voting Trust Agreement with controlling stockholder CEG to deposit Class B shares into a voting trust to preserve CEG’s pre-conversion relative voting power; an Amended Exchange Agreement is also to be executed so CEG can continue to exchange LLC units for Class C rather than Class A shares. The Board and its independent Corporate Governance, Conflicts and Nominating Committee considered tax, securities law and governance implications and concluded the effect is fair to stockholders, though they retained discretion to abandon or delay the filing. Approval requires 662/3% of combined voting power and a majority of Class A voting power. The measure is material and would simplify the company’s multiclass structure if approved, but raises governance considerations regarding dual-class capital and control protections, the mechanics and enforceability of the voting trust arrangements, and the rights of different stockholder classes post-conversion.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.0% | 8,170,228 | $321M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.6% | 5,257,475 | $207M |
| 3 | Clearbridge Investments, LLC | 2.3% | 4,632,546 | $182M |
| 4 | Neuberger Berman Group LLC | 2.2% | 4,464,250 | $175M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.7% | 3,543,200 | $139M |
| 6 | STATE STREET CORP | 1.3% | 2,744,272 | $108M |
| 7 | TORTOISE CAPITAL ADVISORS, L.L.C. | 1.3% | 2,582,138 | $101M |
| 8 | Invesco Ltd. | 1.2% | 2,364,217 | $93M |
| 9 | BlackRock, Inc. | 1.1% | 2,265,337 | $89M |
| 10 | BlackRock, Inc. | 1.1% | 2,202,186 | $87M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.