NextEra Energy, Inc.NEE
Recorded

NextEra Energy, Inc. EGM 2026

Review the key takeaways and the transcript of this earnings call.

Period 2026Duration8 minParticipants3

Transcript

Preview the first fifteen paragraphs, organized by speaker.

John KetchumChairman and CEO

Good morning, everyone. Welcome to the special meeting of the shareholders of NextEra Energy. I'm John Ketchum, your Chairman and CEO. As the company's amended and restated bylaws provide, I will preside as Chairman of the special meeting. It is now 9:00 A.M. Eastern Time on September 3rd, 2026, and I hereby call this meeting to order. Let me begin by thanking all of you for joining via webcast. Please note that the use of any audio or video recording devices during this meeting is strictly prohibited. In the event of technical malfunction or any other issue that disrupts this meeting, I may adjourn, recess, or expedite the special meeting, or take such other actions as I determine is appropriate in light of the circumstances in accordance with the rules of conduct. I would like to begin by making a few introductions.

John KetchumChairman and CEO

First, with me today is Charles E. Sieving, Executive Vice President and our Chief Legal Officer. Charlie has been properly appointed to act as Secretary of the special meeting. Also present is David Flechner, Vice President of Compliance and Corporate Secretary, and Michael Dowling, Director of Investor Relations, who will assist in the business of the special meeting. Also with us today are other senior officers and directors of NextEra Energy, Florida Power & Light Company, and NextEra Energy Resources. The board of directors has appointed Peder J. Hagberg, a representative from CT Hagberg LLC, acting on behalf of Broadridge, to act as Inspector of Elections for the special meeting and any adjournment or postponement of this meeting. Mr. Hagberg has previously signed an oath to act as Inspector of Elections, and that oath will be filed with the minutes of the special meeting.

John KetchumChairman and CEO

This meeting will be conducted in accordance with the agenda and the rules of conduct for the special meeting, which are available on the virtual meeting website. Now let's get to the business of the special meeting, which will include a description of the items of business that require approval of shareholders and a vote on those items. When we finish the business of the meeting, I will adjourn the meeting. With that, I will ask Charlie to report on the mailing of the notice of the special meeting and to confirm that we have a quorum present so that we may conduct the business of the meeting.

Charles SievingEVP and Chief Legal Officer

Mr. Chairman, this special meeting is held pursuant to the notice dated July 28th, 2026, and I present a signed copy of that notice, which states the time, place, and purpose of the special meeting. Broadridge has submitted to management an affidavit of mailing certifying that on July 28th, 2026, it commenced mailing of the notice in the joint proxy statement and prospectus to shareholders of record as of the close of business on July 24th, 2026, the record date for this special meeting. I also have in my possession a list of shareholders entitled to vote at this special meeting, together with the valid proxies received from those shareholders as provided by the company's transfer agent. A certified list of shareholders has been available for examination for the 10 days prior to today's date and is available at any time during this meeting.

Charles SievingEVP and Chief Legal Officer

A copy of the notice, the affidavit of mailing, and the shareholder list will be filed with the minutes of this special meeting. Mr. Chairman, there are 2 billion, 85 million, 978 thousand, 209 shares of NextEra Energy common stock outstanding as of the record date and entitled to vote at this special meeting. The amended and restated bylaws provide that the presence in person, by remote communication, or by proxy at the meeting of a majority of the shares entitled to vote shall constitute a quorum. I have been advised by the Inspector of Elections that holders of more than a majority of the shares of common stock outstanding and entitled to vote as of the record date are present here today, either in person, by remote communication, or by proxy, constituting a quorum.

John KetchumChairman and CEO

Thank you, Charlie. On that basis, I declare this special meeting duly convened and competent to proceed with the transaction of business. We have three items of business today. Item number one is to approve the issuance of NextEra Energy common stock to shareholders of Dominion Energy in the first merger contemplated by the agreement and plan of merger dated as of May 15th, 2026, as described in the joint proxy statement and prospectus. Item number two is to approve an amendment to NextEra Energy's articles of incorporation to increase the number of authorized shares of NextEra Energy common stock from 3 billion 200 million shares to 5 billion shares as described in the joint proxy statement and prospectus. Item number three is to adjourn the special meeting to a later date or time if necessary or appropriate, as described in the joint proxy statement and prospectus.

John KetchumChairman and CEO

The board of directors recommends that you vote in favor of each proposal. With that, we will now proceed with the business of the meeting. Please note that any eligible shareholder who has not yet voted or who wishes to change a prior vote may do so by selecting the voting button on the virtual meeting portal and following the instructions there. Shareholders who have already voted by proxy, by telephone, or over the Internet and who do not wish to change that vote do not need to take any further action. Please cast your votes if you have not already done so. Now that everyone has had the opportunity to vote, I hereby declare the polls for all matters voted upon at the special meeting officially closed.

John KetchumChairman and CEO

I believe that the Inspector of Elections has provided the preliminary results of the vote to Charlie as the Secretary of this special meeting. Charlie, would you please announce the preliminary results?

Charles SievingEVP and Chief Legal Officer

Mr. Chairman, I've been advised by the Inspector of Elections that the preliminary vote report shows that each of the share issuance proposal and the charter amendment proposal have been approved as the votes cast by the shareholders present in person, by remote communication, or represented by proxy at this special meeting favoring each proposal exceed the votes cast opposing each proposal. The preliminary results of the adjournment proposal are not necessary because the share issuance proposal has been approved. A written report furnished by the Inspector of Elections certifying the final vote count with respect to each of the matters voted on today will be filed with the minutes of this special meeting, together with the shareholder list and the affidavit of mailing.

Charles SievingEVP and Chief Legal Officer

The company will also report the final voting results in a Form 8-K filed with the Securities and Exchange Commission within four business days of this special meeting.

John KetchumChairman and CEO

Thank you, Charlie. There being no further business to come before the meeting, this concludes the formal business of this special meeting. I hereby declare that the special meeting of shareholders of NextEra Energy Inc. is adjourned. Please be safe and enjoy the rest of your day.

Operator

This conference has now concluded. Thank you for attending today's presentation.

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