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 to simplify the capital structure.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing eleven directors, approving executive compensation (say-on-pay), ratifying PricewaterhouseCoopers LLP as auditor, and approving a Second Amended and Restated Certificate of Incorporation.

• The charter amendment will convert all Class A common stock into Class C common stock, eliminate the ability to issue Class A shares, and reduce authorized Class A shares.

• The amendment aims to simplify the capital structure, improve liquidity, and address price disparities between share classes.

• A voting trust agreement will be implemented to maintain proportional voting power for major shareholders post-conversion.

Board of directors and corporate governance

• The board consists of 11 directors, including a separate Chairman and CEO, with a Lead Independent Director.

• Four standing committees: Audit, Compensation, Corporate Governance/Conflicts/Nominating, and Energy Risk Management.

• The company is a controlled company under NYSE rules, with CEG (owned by TotalEnergies and GIP/BlackRock) holding over 50% voting power.

• Annual board and committee self-evaluations, director orientation, and a formal diversity policy are in place.