Clearway Energy, Inc.

For the period ended Apr 29, 2026. Filed Mar 24, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 29, 2026 · Filed Mar 24, 2026

CWEN$34.10-0.5%Stored close · as of Nov 6, 2026

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Contents

PROXY STATEMENT HIGHLIGHTS

This summary highlights information contained elsewhere in this proxy statement (the “Proxy Statement”). This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. For information regarding Clearway Energy, Inc.’s 2025 performance, please review Clearway Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).

ROADMAP OF VOTING MATTERS

Stockholders are being asked to vote on the following matters at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”):

			Board Recommendation
Proposal 1. Election of Directors (page 18)
The Board of Directors (the “Board”) and the Corporate Governance, Conflicts and Nominating Committee believe that the eleven director nominees possess the necessary qualifications, attributes, skills and experience to provide advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of our stockholders.			FOR each director nominee
Proposal 2. Approval, on a non-binding advisory basis, of Clearway Energy, Inc.’s executive compensation (the “Say on Pay Proposal”) (page 27)
The Company seeks a non-binding advisory vote to approve the compensation of its named executive officers (the “NEOs”) as described in the Compensation Discussion and Analysis (the “CD&A”) beginning on page 61 and the compensation tables and respective narrative discussion. The Board values stockholders’ opinions, and the Compensation Committee will take into account the outcome of the Say on Pay Proposal when considering future executive compensation decisions.			FOR
Proposal 3. Ratification of the appointment of PricewaterhouseCoopers LLP as Clearway Energy, Inc.’s independent registered public accounting firm for the 2026 fiscal year (the “Ratification of PricewaterhouseCoopers LLP’s Appointment Proposal”) (page 28)
The Audit Committee and the Board believe that the retention of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP.			FOR
Proposal 4. Approval of the Second Amended and Restated Certificate of Incorporation of Clearway Energy, Inc. (the “Charter Amendment Proposal”) (page 30)
The Board seeks approval of the Amended Charter, which would amend and restate the Existing Charter to (i) provide that each share of Class A common stock will be convertible into one share of Class C common stock, (ii) provide that the Class A Conversion will occur automatically at 12:01 a.m., Eastern Time, on the second business day following the filing of the Amended Charter, (iii) provide that, from and after the Class A Conversion, the Company will not have authority to issue or reissue shares of Class A common stock and certain provisions of our Existing Charter relating to the Class A common stock will have no further force or effect, (iv) reduce the total number of authorized shares of Class A common stock from 500,000,000 to 34,613,853 and (v) update certain other historical matters, in each case as described in this Proxy Statement.			FOR

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.