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GEN > SEC Filings for GEN > Form 8-K on 15-Nov-2012All Recent SEC Filings

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Form 8-K for GENON ENERGY, INC.


15-Nov-2012

Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure,


Item 5.07 Submission of Matters to a Vote of Security Holders.

A Special Meeting of Stockholders (the "Special Meeting") of GenOn Energy, Inc. (the "Company" or "GenOn") was held on November 9, 2012, in Houston, Texas. The following matters were submitted to a vote of the Company's stockholders:

Proposal 1: Votes regarding the proposal to approve the merger contemplated by the Agreement and Plan of Merger, dated as of July 20, 2012, by and among NRG Energy, Inc. ("NRG"), Plus Merger Corporation and the Company were as follows:

FOR AGAINST ABSTENTIONS BROKER NON-VOTES
616,218,447 3,938,852 884,989 -

Proposal 2: Votes regarding the proposal to conduct an advisory vote on the merger-related compensation arrangements of the Company's named executive officers were as follows:

FOR AGAINST ABSTENTIONS BROKER NON-VOTES
441,405,978 117,832,745 1,803,565 -

Proposal 3: Votes regarding any motion to adjourn the GenOn Special Meeting, if necessary, to solicit additional proxies were as follows:

FOR AGAINST ABSTENTIONS BROKER NON-VOTES
577,775,166 42,659,385 607,737 -



Item 7.01 Regulation FD Disclosure.

On November 9, 2012, GenOn and NRG issued a joint press release announcing the results of the proposals considered at each company's special meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. The press release contains certain forward-looking statements, all of which are subject to the cautionary statement about forward-looking statements set forth therein.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Joint Press Release of GenOn and NRG, issued November 9, 2012.

INFORMATION FURNISHED

The information in Item 7.01 and in the exhibit 99.1 included as part of this Form 8-K are being furnished, not filed. Accordingly, the information will not be incorporated by reference into any filing or report by us with the Securities and Exchange Commission, whether made before or after the date hereof, unless specifically identified as being incorporated by reference therein.


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