Resources for Stockholders

Frequently Asked Questions

• When is the Annual Meeting?

  • Clearway Energy, Inc. (the “Company”) is holding its 2026 Annual Meeting of Stockholders on April 29, 2026 at 9:00 a.m., Eastern Time.
  • At the Annual Meeting, stockholders will be asked to consider approving the Company’s proposal to simplify its public share class structure.
  • The Company’s Board of Directors recommends that stockholders vote FOR the proposal.

• Why is the Company making a change to its share class structure now?

  • The consolidation of the Company’s Class A common stock into the Class C common stock is responsive to questions from current and potential stockholders and reflects the Company’s commitment to creating sustainable, long-term value for all stockholders.
  • The Charter Amendment Proposal is expected to benefit stockholders by:
    
    • Eliminating the complexity of a dual-class public trading structure;
    • Addressing the persistent valuation discount between the Class A and Class C common stock;
    • Providing stockholders with the opportunity to own a more liquid stock with a larger public float; and
    • Enhancing the appeal of the Company’s stock to a broader investor base.

• Who is eligible to vote?

  • Stockholders of record at the close of business on March 19, 2026 are entitled to vote at the Annual Meeting.

• I’m a registered stockholder. How do I vote my shares?

  • Registered stockholders, or stockholders whose shares are registered in your own name, may vote in the following ways:
    
    • Vote by Internet: You may submit your proxy by using the Internet, up until 11:59 p.m., Eastern Time, on April 28, 2026, by visiting www.proxyvote.com.
    • Vote by Telephone: If you live in the United States, you may use any touch-tone telephone to vote your proxy, up until 11:59 p.m., Eastern Time, on April 28, 2026. The telephone number is printed on your proxy card.
    • Vote by Mail: You may submit your proxy by completing, signing and dating your proxy card and mailing it in the postage-paid, addressed envelope. If you vote by mail, make sure you mail your proxy card as soon as possible as it must be received by the Company prior to April 29, 2026, the Annual Meeting date.
    • Vote During the Virtual Annual Meeting: You may attend the Annual Meeting virtually on April 29, 2026 at 9:00 a.m., Eastern Time, by visiting www.virtualshareholdermeeting.com/CWEN2026 and using your 16-digit control number provided on your proxy card.

  • Even if you plan to attend the Annual Meeting, the Company recommends that you vote your shares in advance of the proxy deadline of 11:59 p.m., Eastern Time, on April 28, 2026.

• I’m a beneficial stockholder. How do I vote my shares?

  • Non-registered or “beneficial” stockholders, or stockholders whose Clearway Energy, Inc. shares are held by an intermediary, can vote by completing and returning the voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided.

• Why should I vote for the Charter Amendment Proposal?

  • The Charter Amendment Proposal reflects the Company’s commitment to creating sustainable, long-term value for all stockholders.
  • If the Charter Amendment Proposal is approved by stockholders:
    
    • Class A common stockholders, who have historically experienced a valuation discount and lower trading liquidity compared to the Class C common stock, will have the opportunity to vote on a tax-free exchange into Class C common stock.
    • Class C common stockholders are expected to benefit through a simplified share structure by providing them with a more liquid investment with increased public float, which we believe will enhance the attractiveness of the Class C common stock to a broader investor base and further support our capital allocation strategy.

• Who should I contact if I have additional questions about voting my shares?

  • The Company’s proxy solicitation agents are standing by to help if you need assistance.
  • You can contact MacKenzie Partners at (800) 322-2885 or (212) 929-5500, or by emailing proxy@mackenziepartners.com.
  • Although MacKenzie Partners may answer questions and assist you in voting your shares, MacKenzie Partners is not authorized to make, and will not make, any recommendation to our stockholders to either approve or disapprove the Charter Amendment Proposal or otherwise express any opinion or judgment concerning the Charter Amendment Proposal. No fees will be paid to MacKenzie Partners for the solicitation of any stockholder to submit proxies or vote in favor of the Charter Amendment Proposal.

• What will happen to Class A shares if the Charter Amendment Proposal is approved?

  • If approved, the proposal would amend and restate the Company’s certificate of incorporation (the “Charter Amendment”) to convert each share of the Company’s Class A common stock, par value $0.01 per share, into one share of the Company’s Class C common stock, par value $0.01 per share. Such conversion (the “Class A Conversion”) would occur automatically at 12:01 a.m., Eastern Time, on the second business day following the filing of the Charter Amendment.  After the Class A Conversion, certain provisions of the Company’s existing certificate of incorporation relating to the Class A common stock would be eliminated.

• What is the deadline to vote by proxy?

  • The deadline to vote by proxy is 11:59 p.m., Eastern Time, on April 28, 2026.
  • If you are a beneficial holder, your broker, custodian, nominee or other intermediary may have an earlier voting deadline.
  • Even if you plan to attend the Annual Meeting, the Company recommends that you vote your shares in advance of the proxy deadline of 11:59 p.m., Eastern Time, on April 28, 2026.

• Can I vote my shares without attending the Annual Meeting?

  • Yes. If you’re a registered stockholder of the Company as of the close of business on March 19, 2026, you can vote by proxy by following the instructions provided in the proxy card mailed to you or online at www.proxyvote.com.
  • If you are a beneficial owner of shares of the Company, please refer to the voting instruction form provided by your broker, custodian or nominee.

• What vote is required to approve the proposal?

  • The adoption of the Charter Amendment Proposal will require the approval of at least (i) 66 2/3% of the combined voting power of the Company’s common stock outstanding and entitled to vote thereon and (ii) a majority of the voting power of the shares of Class A common stock outstanding and entitled to vote thereon.
  • Your vote is important – no matter how many shares you own.

• What is the Voting Trust Agreement?

  • In line with the Board’s focus on preserving key governance protections for public stockholders, Clearway Energy Group LLC, the Company’s controlling shareholder, would enter into a voting trust agreement that would ensure that the total relative voting power that the Company’s public stockholders have today is retained immediately after the Class A Conversion.
  • Please refer to the proxy statement for important additional information regarding the Voting Trust Agreement.