Edgar Filing: GenOn Energy, Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ
Filed by a Party other than the Registrant o

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o		Preliminary Proxy Statement

o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o		Definitive Proxy Statement

þ		Definitive Additional Materials

o		Soliciting Material Pursuant to §240.14a-12

GENON ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Important Notice
Regarding the Availability of Proxy Materials for
the Stockholder Meeting to Be Held on May 4, 2011

You are receiving notice that the proxy materials for GenOn Energy, Inc.’s 2011 Annual Meeting of Stockholders are available on the Internet. This is not a proxy card. Follow the instructions below to view the materials and vote online or request a copy of the materials by mail or e-mail.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

The proxy statement and annual report to stockholders are available at:

https://www.eproxyaccess.com/gen2011

If you have access to the Internet, you can view the proxy materials and vote online:


		Step 1: Go to https://www.eproxyaccess.com/gen2011 Step 2: Enter your Control Number (on the reverse side of this notice) Step 3: Click on the links to view our proxy materials Step 4: Click the “Vote Your Shares” button to vote

The following materials are available at https://www.eproxyaccess.com/gen2011

	•		GenOn Energy, Inc.’s 2011 Proxy Statement (including Notice of the 2011 Annual Meeting)

	•		GenOn Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2010.

If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 21, 2011 to facilitate timely delivery.


		You may request a paper or e-mail copy of the materials for this meeting by: calling toll-free 1-888-216-1288, making a request online at https://www.eproxyaccess.com/gen2011 or sending an e-mail to gen@eproxyaccess.com. In each case, you will need your Control Number (on the reverse side of this notice). If requesting by e-mail, use your Control Number as the subject line and state whether you wish to receive a paper or e-mail copy and whether your request is for this meeting only or for all future meetings.

The Meeting will be held at our corporate headquarters at 1000 Main Street, Houston, Texas, at 8:00 a.m., Central Time, on Wednesday, May 4, 2011. Directions to attend the Meeting and vote in person are available on https://www.eproxyaccess.com/gen.



	CONTROL NUMBER:

At the Meeting, stockholders of record at the close of business on March 7, 2011 will be asked to:

	1.		Elect 10 directors: E. William Barnett, Terry G. Dallas, Mark M. Jacobs, Thomas H. Johnson, Steven L. Miller, Edward R. Muller, Robert C. Murray, Laree E. Perez, Evan J. Silverstein, William L. Thacker.

	2.		Ratify the Audit Committee’s selection of KPMG LLP as our independent auditors for fiscal year 2011.

	3.		Adopt an amendment to our Third Restated Certificate of Incorporation to help protect the tax benefits of our net operating losses.

	4.		Approve the stockholder rights plan, adopted by the Board on January 15, 2001, as amended November 23, 2010.

	5.		Approve, on an advisory basis, the compensation of our named executive officers.

	6.		Determine, on an advisory basis, the frequency of conducting future advisory votes on the compensation of our named executive officers.

	7.		Consider a stockholder proposal, if properly presented at the meeting, described in the proxy materials.

	8.		In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponement or adjournment thereof.

The Board of Directors recommends a vote FOR all of the nominees for director in Item 1, FOR Items 2, 3, 4 and 5, ONE YEAR on Item 6, and AGAINST Item 7.