Clearway Energy (CWEN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 29, 2026, to be held virtually, with voting available online, by phone, mail, or during the meeting.

• Key proposals include electing eleven directors, an advisory vote on executive compensation, ratification of the external auditor, and approval of a major charter amendment consolidating share classes.

• The board recommends voting in favor of all proposals, emphasizing governance, transparency, and alignment with shareholder interests.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eleven directors, (2) advisory approval of executive compensation, (3) ratification of PricewaterhouseCoopers LLP as auditor, and (4) approval of a Second Amended and Restated Certificate of Incorporation to convert Class A shares to Class C shares and simplify the capital structure.

• The charter amendment aims to eliminate the dual-class structure, increase liquidity, and reduce administrative complexity.

• If the charter amendment is not approved, the company may pursue an exchange offer to convert Class A to Class C shares.

Board of directors and corporate governance

• The board consists of eleven directors, including four independent members and a lead independent director.

• Separate Chairman and CEO roles, annual board and committee self-evaluations, and regular executive sessions of independent directors.

• Committees include Audit, Compensation, Corporate Governance/Conflicts/Nominating, and Energy Risk Management, each with defined responsibilities and independence standards.

• The company is a controlled company under NYSE rules, with CEG (jointly owned by TotalEnergies and GIP/BlackRock) holding majority voting power.

• Board diversity and director nomination policies are in place, with a formal diversity policy and mechanisms for shareholder nominations.