Glass Lewis hosted a Proxy Talk call with Michael Garland of the New York City Comptroller to discuss his office’s vote no campaign at the annual meeting of NRG Energy, which is to be held on April 27.


On April 7, the New York City Comptroller filed an exempt solicitation detailing its decision to oppose Barry Smitherman, a director nominee at NRG who joined the board in February of this year as a part of a settlement with Elliot Management Corporation. In this Proxy Talk, we discuss the rationale behind this vote no campaign, why they targeted Mr. Smitherman, the Comptroller’s engagement with NRG, and a shareholder proposal filed by the Comptroller on which shareholders will vote at NRG’s upcoming meeting.

You can listen to the audio here.


  • Michael Garland, the Assistant Comptroller for Corporate Governance and Responsible Investment for the Office of the New York City Comptroller
  • Courteney Keatinge (moderator), Director of Environmental, Social and Governance Research at Glass Lewis

Note: Glass Lewis believes that hearing from all sides is important, and reached out to NRG Energy to include the board’s perspective in this Proxy Talk; however they did not choose to participate.


  • Welcome 0:50
  • Michael Garland introduces himself and the NRG campaign 1:37
  • Background on the exempt solicitation 2:20
  • Michael’s take on the board agreements 5:31
  • Was voting against other directors a consideration? 7:15
  • Smitherman’s skills and NRG’s strategic direction 10:20
  • Is proxy access a consideration? 11:30
  • Smitherman’s views on climate change 13:35
  • Any problematic actions so far? 15:24
  • Smitherman’s fit with the company 17:00
  • NYC engagement with NRG 18:07
  • Additional resources and follow-up 21:15
  • Wrap-up 22:19