Dominion Energy (D) Proxy filing summary

Executive summary

• NextEra Energy and Dominion Energy have agreed to merge, creating the largest utility in the U.S. with an enterprise value of $420 billion and a market capitalization of $249 billion.

• Dominion Energy shareholders will receive $360 million in cash (pro rata) and 0.8138 shares of NextEra Energy common stock per Dominion share.

• The merger is structured as two consecutive mergers, with Dominion becoming a wholly owned subsidiary of NextEra, then merging into a NextEra subsidiary.

• The boards of both companies unanimously recommend shareholders vote in favor of the merger and related proposals.

• The merger is expected to close in the second half of 2027, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• NextEra shareholders will vote on issuing new shares for the merger, amending the articles of incorporation to increase authorized shares, and potential adjournment of the meeting.

• Dominion shareholders will vote on approving the merger, a non-binding advisory vote on executive compensation related to the merger, and potential adjournment.

• Approval of the share issuance and merger proposals is required for the transaction to proceed; the charter amendment is not a condition for closing.

• Both boards recommend voting “FOR” all proposals.

Board of directors and corporate governance

• The combined company board will have 14 members, including four mutually agreeable current Dominion directors or executives, with Robert M. Blue joining as a director.

• The chairman and CEO of NextEra will continue in their roles; Mr. Blue will lead the regulated utilities business.

• Dual headquarters will be maintained in Juno Beach, FL, and Richmond, VA.