What was changed
On May 15, 2023 Elliott disclosed more than 13% economic interest in NRG and published a letter calling the $2.8 billion Vivint Smart Home acquisition 'the single worst deal in the power and utilities sector during the past decade,' demanding a strategic review of home services, $500 million of cost cuts, and return of at least 80% of free cash flow.
NRG publicly welcomed dialogue, then accelerated its own response: by June it had boosted buybacks and announced a $150 million cost plan, and by November it had conceded governance.
On November 20, 2023 NRG signed a cooperation agreement with Elliott: the board grew to 13 with four new independent directors, a five-member CEO search committee was formed, interim CEO Lawrence Coben replaced Mauricio Gutierrez, and Elliott accepted standstill and voting terms through the 2024 annual meeting.
What it achieved
Four new independent directors, a CEO search committee, interim CEO installed, one-year standstill—plus Elliott's demanded $500M cost cuts and 80% FCF-return framework.
Why it worked
A named, quantified criticism (Vivint, $500M, 80% FCF) focused the agenda.
Standstill plus board seats ended the proxy threat without a fight.
The CEO search let the board change strategy without admitting error.
What can be applied
When a large holder publishes a specific critique, the board's counter-move is to buy time with governance change—directors, CEO search, standstill—even without divesting.
Aftermath
NRG kept Vivint and executed cost and capital-return targets while searching for a permanent CEO, showing an activist campaign can win governance change even when the divestiture it asked for never happens.
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