Dominion Energy Inc

1. 1

   NextEra Energy share issuance proposal

   ManagementBoard: FOR

   Approve issuance of NextEra Energy common stock in the first merger (issuance likely exceeds 20% of outstanding shares, so shareholder approval is required under NYSE rules).

   More detail

   This management proposal asks NextEra Energy shareholders to approve the issuance of NextEra Energy common stock to Dominion Energy shareholders as part of the first merger consideration. Under NYSE rules, shareholder approval is required because the estimated issuance (roughly 716 million shares based on current outstanding counts) exceeds 20% of NextEra’s pre-transaction outstanding common shares. Management and the board present the issuance as a necessary corporate action to effect the agreed merger consideration and to enable closing, and they advise that if the merger is not consummated the approval alone will not trigger issuance. The board’s recommendation in favor is supported by fairness analyses from its financial advisors (Lazard and BofA) that rendered fairness opinions to the board on May 15, 2026, and by the board’s assessment of strategic rationale and transaction benefits. Key governance and execution risks include dilution to existing shareholders, potential need for further charter amendments if the amendment vote fails, and regulatory and closing conditions that could delay or prevent issuance. Approval is a closing condition for the first merger, so a failure to approve would effectively block completion of that step of the transaction. For investors evaluating the proposal, material considerations include the estimated share count to be issued, NextEra’s projections for post-merger synergies and growth, the board and advisors’ fairness analyses, and the regulatory and execution risk factors described in the proxy. The board’s recommendation is framed as part of an integrated package (share issuance plus related charter amendment request) intended to ensure sufficient authorized shares and permit the merger to close on the contemplated terms.

2. 1

   Dominion Energy merger proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger, dated May 15, 2026, and the first plan of merger (the merger agreement and first plan of merger attached as Annex A and Annex B).

   More detail

   The Dominion Energy merger proposal asks shareholders to approve the merger agreement and the first plan of merger, which are prerequisites to closing the first of two-step mergers contemplated with NextEra. Management explains this approval is a condition to closing and the Dominion board unanimously concluded, after consultations with financial and legal advisors and management, that entering into the merger agreement and effecting the mergers is in the best interests of Dominion and its shareholders. The board’s evaluation considered strategic rationales including increased scale and scope (creating a very large combined utility with broader generation and grid assets), anticipated customer benefits including approximately $2.25 billion in bill credits to customers across certain states, improved capital access and investment opportunities, and the mitigation effect of a $360 million cash payment to Dominion shareholders at closing. The board reviewed fairness analyses from financial advisors (Goldman Sachs and J.P. Morgan) that opined on the financial fairness of the consideration for Dominion shareholders and considered due diligence findings and regulatory considerations. Material governance and regulatory risks include required regulatory approvals, potential limitations imposed by the merger agreement (including termination fees and restrictions on solicitations), and potential employee retention and integration risks. The vote is structured as an affirmative majority of outstanding shares entitled to vote; failures to vote, abstentions and broker non-votes will have the same effect as a vote against the merger proposal. Given the board’s unanimous recommendation, fairness opinions and identified customer benefits, management urges shareholder approval, but investors must weigh strategic upside against execution and regulatory risk and potential dilution considerations tied to the issuance of NextEra shares.

3. 2

   NextEra Energy charter amendment proposal

   ManagementBoard: FOR

   Approve an amendment to NextEra Energy’s articles of incorporation to increase authorized common stock from 3,200,000,000 to 5,000,000,000 shares (total authorized shares from 3,300,000,000 to 5,100,000,000 including preferred).

   More detail

   This management proposal would amend NextEra’s articles to materially increase authorized common shares to ensure sufficient capacity to issue the shares needed under the merger consideration and to maintain a reserve for general corporate purposes. The board frames the amendment as necessary because the projected maximum issuance in the first merger could be as high as ~808 million shares under certain assumptions, which, combined with existing reservations, could exceed currently authorized shares. The proposal includes the exact replacement statutory language to expand aggregate authorized shares to 5.1 billion (100 million preferred, 5.0 billion common). Board endorsement reflects the view that the increase is prudent for transaction execution and future flexibility, and not intended as an anti-takeover device, although the filing acknowledges such an effect could be possible. Investors should weigh dilution risk, the company’s post-merger capital plan, projected remaining authorized but unissued shares (~1.8 billion post-issuance under certain assumptions), and the fact that approval of this charter amendment is not itself a closing condition for the first merger (but failing it could require additional steps to secure enough authorized shares). Regulatory filing and shareholder approval risks are also relevant because the amendment becomes effective only upon filing with the Florida Department of State. The board’s unanimous recommendation is tied to the overall transaction rationale and management’s assessment of the combined company’s financing and strategic needs.

4. 2

   Dominion Energy compensation proposal (non-binding

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation that may be paid or become payable to Dominion Energy’s named executive officers in connection with the first merger, as disclosed pursuant to Item 402(t) of Regulation S-K.

   More detail

   This advisory (non-binding) proposal asks Dominion shareholders to endorse, on a non-binding basis, the merger-related compensation arrangements for named executive officers as disclosed under Item 402(t). Management is seeking shareholder feedback on potentially significant change-in-control or transaction-related payouts disclosed in the proxy; however the vote has no binding effect on contractual entitlements and the compensation may still be paid if contractually due even if the non-binding vote fails. The board recommends a vote FOR to obtain shareholder support and to demonstrate alignment and transparency around executive payouts tied to the merger, pointing to the disclosures in the proxy for quantified amounts. From an investor governance perspective, the vote serves as a signal to the board and compensation committee on shareholder sentiment about the magnitude and structure of merger-related payouts and may influence future compensation governance and disclosure practices even though it is advisory. Key considerations for shareholders include the size and form of the disclosed payments, whether the arrangements create incentives aligned with long-term shareholder value, potential retention versus windfall effects, and whether the disclosure sufficiently explains the calculations and context. Given the board’s recommendation, management views a FOR vote as supportive of the transaction governance package; a vote against would signal shareholder concern but would not legally block payments that are contractually required. Investors should evaluate the disclosed Item 402(t) tables and narrative for specifics and quantify potential payouts in assessing their vote.

5. 3

   NextEra Energy adjournment proposal

   ManagementBoard: FOR

   Authorize the adjournment of the NextEra Energy special meeting to solicit additional proxies if there are not sufficient votes to approve the share issuance proposal, or as required by law or coordination with Dominion Energy's meeting.

   More detail

   This management proposal requests authority to adjourn the NextEra special meeting to a later date or time if there are insufficient votes to approve the share issuance proposal, to comply with law, or to coordinate timing with Dominion Energy’s meeting. The adjournment mechanism is a routine but strategically important facilitation tool in large transactions: it allows the board to continue solicitation efforts and seek additional proxies without abandoning the meeting, which can be particularly material where a share issuance is a closing condition. NextEra frames this as conditional and typically only presented if insufficient votes exist at the scheduled meeting; shareholders voting to adjourn are effectively enabling management to continue outreach and persuasion. The board recommends approval because without the ability to adjourn, the special meeting could fail to produce the necessary vote to close the first merger even if a majority could be obtained with additional solicitation. Potential investor concerns include the possibility that adjournment extends transaction uncertainty, allows additional persuasion that some investors may view unfavorably, and could delay closing. However, corporate practice treats such adjournment proposals as standard merger-related housekeeping to preserve the company’s ability to close if economically and legally appropriate. Governance-sensitive investors should consider this proposal in the context of the overall transaction timetable and the board’s obligations to seek shareholder approval for the material issuance of shares.

6. 3

   Dominion Energy adjournment proposal

   ManagementBoard: FOR

   Authorize adjournment of the Dominion Energy special meeting to solicit additional proxies if there is a quorum present but insufficient votes to approve the merger proposal or to ensure timely provision of supplements/amendments to the proxy.

   More detail

   This management proposal requests authority to adjourn the Dominion special meeting if there is a quorum but insufficient votes to approve the merger proposal, or to allow time to provide any needed supplements or amendments to the proxy. The board recommends approval as a pragmatic mechanism to continue solicitation and ensure shareholders receive full and timely disclosures, both of which can be necessary to obtain the requisite majority for a closing condition. Because approval of the merger proposal is a closing condition, the ability to adjourn and solicit additional proxies can be dispositive to whether the transaction can be completed in a timely manner. Potential shareholder concerns include extended uncertainty, the potential for intensified solicitation tactics, and delay-related transaction risks; however adjournment is customary in complex M&A contexts. The proposal is conditional: it typically is presented only if insufficient votes are present at the scheduled meeting, and it will not itself change the merits of the merger. A FOR vote preserves the board’s ability to seek the necessary shareholder approval should additional outreach or supplemental disclosure be required.

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When is the Dominion Energy Inc 2026 special meeting?

Dominion Energy Inc (D) holds its 2026 special shareholder meeting on Thursday, September 3, 2026.

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

The record date for the Dominion Energy Inc 2026 meeting is Friday, July 24, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 8 director nominees at the Dominion Energy Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 6 proposals at the Dominion Energy Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.