Clearway Energy Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven directors to the Board to hold office for one-year terms.

2. 2

   Approval, on an advisory basis, of the Company’s executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   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.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026.

4. 4

   Approval of the Second Amended and Restated Certificate of Incorporation (Charter Amendment

   ManagementBoard: FOR

   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.

   More detail

   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.

Upcoming shareholder meetings at Clearway Energy Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Clearway Energy Inc 2026 annual meeting?

Clearway Energy Inc (CWEN) holds its 2026 annual shareholder meeting on Wednesday, April 29, 2026.

What is the record date for the Clearway Energy Inc 2026 meeting?

The record date for the Clearway Energy Inc 2026 meeting is Thursday, March 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Clearway Energy Inc's 2026 meeting?

The board is presenting 11 director nominees at the Clearway Energy Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Clearway Energy Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Clearway Energy Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.