Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 5, 2024

Clearway Energy, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		001-36002		46-1777204
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

300 Carnegie Center, Suite 300, Princeton, New Jersey 08540

(Address of principal executive offices, including zip code)

(609) 608-1525

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01	CWEN.A	New York Stock Exchange
Class C Common Stock, par value $0.01	CWEN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on November 20, 2024, Clearway Energy, Inc. (the “Company”) received a notice of resignation from Guillaume Hédiard, informing the Company of his intention to resign from the board of directors (the “Board”) of the Company effective as of the close of business on December 4, 2024. On December 5, 2024, the Board elected Marc-Antoine Pignon to replace Mr. Hédiard and to serve as a member of the Board, effective as of such date.

Mr. Pignon will not initially serve on any committee of the Board or receive any separate compensation for his service as a director.

Mr. Pignon, age 40, currently serves as Chief Executive Officer of TotalEnergies Renewables USA. He has been employed by TotalEnergies since 2006, when he joined as an economist for upstream operations in Congo and the Middle East. Between 2008 and 2016, Mr. Pignon was successively appointed as Business Development Economist at TotalEnergies EP Norge AS, EPC Manager at TotalEnergies EP Nigeria Ltd, and Head of Development & Long-Term Planning at TotalEnergies EP Australia. In 2016, he became Head of TotalEnergies Solar France, which is the French renewables arm of TotalEnergies. In 2019, he moved to the United States within SunPower Corporation (“SunPower”) and then TotalEnergies Renewables USA to lead TotalEnergies’ renewables efforts in the U.S. Mr. Pignon is a science and executive engineering graduate from Mines ParisTech. He served as a director on the Board of Directors of SunPower from July 23, 2024 to November 14, 2024.

The Company and Mr. Pignon have entered into an indemnification agreement that provides Mr. Pignon with contractual rights to indemnification, expense advancement and reimbursement to the fullest extent permitted under Delaware law. The foregoing description of such indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Form of Indemnification Agreement, the form of which was filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and which is incorporated herein by reference.

There are no arrangements or understandings between Mr. Pignon and any other person pursuant to which Mr. Pignon was elected to serve on the Board. Mr. Pignon does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Clearway Energy, Inc.

	By:	/s/ Kevin P. Malcarney
		Kevin P. Malcarney
		General Counsel and Corporate Secretary

Date: December 6, 2024

Cover	Dec. 05, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 05, 2024
Entity File Number	001-36002
Entity Registrant Name	Clearway Energy, Inc.
Entity Central Index Key	0001567683
Entity Tax Identification Number	46-1777204
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	300 Carnegie Center
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Princeton
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08540
City Area Code	609
Local Phone Number	608-1525
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Class Common Stock Par Value 0. 01 [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.01
Trading Symbol	CWEN.A
Security Exchange Name	NYSE
Class C Common Stock Par Value 0. 01 [Member]
Document Information [Line Items]
Title of 12(b) Security	Class C Common Stock, par value $0.01
Trading Symbol	CWEN
Security Exchange Name	NYSE