Supporting Statement:

Investors believe a diverse board — in terms of relevant skills, gender, and race/ethnicity — is an indicator of a well-functioning board. Among other benefits, diverse boards can better manage risk by avoiding groupthink. NextEra’s Board sets the tone from the top and disclosure of a Board Matrix would signal to NextEra’s employees, customers, suppliers, and investors that the directors themselves are practicing diversity and inclusion in NextEra’s boardroom.

We resubmitted this proposal in 2023, and it received 49% support. NextEra’s current disclosures, however, continue to hinder investors in determining the comparative strengths of individual directors and their self-identified race/ethnicity. Carbon-based sources account for roughly half of NextEra’s generating capacity, underscoring the need for a climate-competent Board to oversee NextEra’s transition to a low-carbon economy.

Many institutional investors prioritize board diversity in their proxy voting guidelines and engagement initiatives. Significant resources must be spent by investors to ascertain director information from ambiguous, aggregate company disclosures or they must rely on data providers, which also draws from the same, imprecise sources. Even when photographs are provided, investors and data providers may be unable to appropriately determine the race or ethnicity of directors. As a result, it can be unnecessarily challenging for investors to fulfill their fiduciary duties and vote according to their own proxy voting guidelines.

A Board Matrix would enable investors to make better informed proxy voting decisions by providing them with consistent, comparable and accurate data concerning NextEra’s directors in a structured, decision-useful format. Such information would enable investors to: (1) assess how well-suited individual director nominees are for NextEra in light of its long-term business strategy and risks, including the overall mix of director attributes and skills; (2) identify any gaps in skills or attributes; and (3) make meaningful, year-over-year comparisons of the Board’s composition; and (4) ascertain the self-identified gender, race/ethnicity, skills and attributes of any particular director who has assumed leadership roles on the board/committees, as well as his/her/their tenure. We would also encourage companies to disclose, in aggregate, the number of any self-identified LGBTQ+ director(s). The proposal neither prevents nor discourages NextEra from disclosing any other data or information that the Board believes relevant.

Your peers, such as Exelon Corporation, Honeywell International Inc., and Consolidated Edison have published a Board Matrix with individualized director data. Their matrices also use EEO-1 categories for disclosing the diversity of individual directors, which allows for consistent and comparable data. We urge shareholders to vote FOR this proposal.