NextEra Energy, Inc.
Download
SEC Document
SEC Filing
tm247418-1_nonfiling - none - 35.68225s
TABLE OF CONTENTS
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 ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
NextEra Energy, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

TABLE OF CONTENTS
[MISSING IMAGE: cv_ofcannualmeeting-pn.jpg]

TABLE OF CONTENTS
[MISSING IMAGE: lg_nextera-pn.jpg]
NextEra Energy, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408-0420
Notice of Annual Meeting of Shareholders
MAY 23, 2024
The 2024 Annual Meeting of Shareholders of NextEra Energy, Inc. (“NextEra Energy” or the “Company”) will be held on Thursday, May 23, 2024, at 8:00 a.m., Mountain time, 145 Town Center Ave., Big Sky, Montana 59716 to consider and act upon the following matters:
MEETING AGENDA
BOARD RECOMMENDATION
1.
Election as directors of the nominees specified in the accompanying proxy statement
[MISSING IMAGE: tm2228016d1-icon_tickpn.jpg]
FOR each nominee
2.
Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2024
[MISSING IMAGE: tm2228016d1-icon_tickpn.jpg]
FOR
3.
Approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in the accompanying proxy statement
[MISSING IMAGE: tm2228016d1-icon_tickpn.jpg]
FOR
4.
A shareholder proposal entitled “Board Matrix” requesting a chart of individual Director self-identified gender, race/ethnicity and skills
[MISSING IMAGE: tm2228016d1-icon_worngpn.jpg]
AGAINST
5.
A shareholder proposal entitled “Climate Lobbying Report” requesting a report on the Company’s lobbying and trade association memberships in relation to the Company’s emissions goal
[MISSING IMAGE: tm2228016d1-icon_worngpn.jpg]
AGAINST
6.
Such other business as may properly be brought before the annual meeting or any adjournment(s) or postponement(s) of the annual meeting
The proxy statement more fully describes these matters. NextEra Energy has not received notice of other matters that may properly be presented at the annual meeting.
The record date for shareholders entitled to notice of, and to vote at, the annual meeting and any adjournment(s) or postponement(s) of the annual meeting is March 26, 2024.
Admittance to the annual meeting will be limited to shareholders as of the record date or their duly appointed proxies. For the safety of attendees, all boxes, handbags and briefcases are subject to inspection. Cameras, cell phones, recording devices and other electronic devices are not permitted at the meeting.
NextEra Energy is pleased to deliver proxy materials electronically via the internet. Electronic delivery allows NextEra Energy to provide you with the information you need for the annual meeting, while reducing environmental impacts and costs.
REGARDLESS OF WHETHER YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT
YOUR PROXY OR VOTING INSTRUCTIONS PROMPTLY SO THAT YOUR SHARES CAN BE VOTED.
By order of the Board of Directors,
W. SCOTT SEELEY
Vice President, Compliance & Corporate Secretary
Juno Beach, Florida
April 1, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD MAY 23, 2024
This proxy statement and the NextEra Energy 2023 annual report to shareholders are available at www.proxyvote.com.

TABLE OF CONTENTS
[MISSING IMAGE: tm2228016d1-pht_matric4c.jpg]
VOLUNTARY ELECTRONIC RECEIPT
OF FUTURE PROXY MATERIALS
NextEra Energy is pleased to deliver proxy materials electronically via the internet. Electronic delivery allows NextEra Energy to provide you with the information you need for the annual meeting, while reducing environmental impacts and costs.
As one of the largest electric power and energy infrastructure companies in North America and a leader in the renewable energy industry, NextEra Energy is committed to building a sustainable energy future that is affordable, reliable and clean.
We encourage our shareholders to enroll in e-delivery:
[MISSING IMAGE: tm2228016d1-icon_leptoppn.jpg]
Online at www.proxyvote.com/NEE
[MISSING IMAGE: tm2228016d1-icon_qrcodepn.jpg]
Scan the QR code
[MISSING IMAGE: tm2228016d1-icon_qrcodnewbw.jpg]

TABLE OF CONTENTS
Table of Contents
1 PROXY STATEMENT SUMMARY
3 BUSINESS AND GOVERNANCE HIGHLIGHTS
9 BUSINESS OF THE ANNUAL MEETING
9
Proposal 1: Election as directors of the nominees specified in this proxy statement
19
Proposal 2: Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2024
20
Proposal 3: Approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in this proxy statement
21
23
Proposal 5: Shareholder proposal
25 INFORMATION ABOUT NEXTERA ENERGY AND MANAGEMENT
25
The Company’s Security Trading Policy
25
Common Stock Ownership of Certain Beneficial Owners and Management
27 CORPORATE GOVERNANCE AND BOARD MATTERS
27
Corporate Governance Principles & Guidelines/Code of Ethics
27
Director Independence
27
Board Leadership Structure
28
Board Role in Risk Oversight
29
Board Evaluations
29
Director Meetings and Attendance
29
Board Committees
31
Consideration of Director Nominees
32
Communications with the Board
32
Website Disclosures
33
Transactions with Related Persons
35 AUDIT-RELATED MATTERS
35
Audit Committee Report
36
Fees Paid to Deloitte & Touche LLP
36
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm
38 EXECUTIVE COMPENSATION
38
Compensation Discussion & Analysis
67
Compensation Committee Report
69
Compensation Tables
69
70
71
74
77
77
79
80
Potential Payments Upon Termination or Change in Control
86
Pay Versus Performance
88 DIRECTOR COMPENSATION
90 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
96 NO INCORPORATION BY REFERENCE
96 SHAREHOLDER ACCOUNT MAINTENANCE
A-1 APPENDIX A: RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL MEASURES

TABLE OF CONTENTS
Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider. You should read the entire proxy statement carefully before voting. This proxy statement contains information related to the solicitation of proxies by the Board of Directors (the “Board”) of NextEra Energy, Inc., a Florida corporation (“NextEra Energy,” the “Company,” “NEE,” “we,” “us” or “our”), in connection with the 2024 annual meeting of NextEra Energy’s shareholders and at any adjournment(s) or postponement(s) of the meeting. On or about April 1, 2024, NextEra Energy began mailing this proxy statement and a Notice of Internet Availability of Proxy Materials to shareholders.
MEETING INFORMATION
[MISSING IMAGE: ic_caln-bw.gif]
TIME AND DATE
[MISSING IMAGE: tm2228016d1-icon_placebw.gif]
PLACE
[MISSING IMAGE: tm2228016d1-icon_recobw.gif]
RECORD DATE
8:00 a.m., Mountain time
May 23, 2024
145 Town Center Ave., Big Sky,
Montana 59716
March 26, 2024
[MISSING IMAGE: tm2228016d1-icon_webcabw.gif]
WEBCAST
[MISSING IMAGE: tm2228016d1-icon_votebw.gif]
VOTING
[MISSING IMAGE: tm2228016d1-icon_addmbw.gif]
ADMISSION
The Company will provide a live audio webcast of the annual meeting from its website at http://www.nexteraenergy.com.
Shareholders as of the record date are entitled to vote. Each share of common stock, par value $.01 per share (“common stock”), is entitled to one vote for each director nominee and one vote for each of the other properly presented proposals to be voted.
An admission ticket is required to enter the annual meeting. See page 91 in the Questions and Answers About the Annual Meeting section regarding how to obtain a ticket.
VOTING MATTERS AND BOARD RECOMMENDATIONS
PROPOSAL
BOARD VOTE RECOMMENDATION
PAGE REFERENCE
1.
Election of directors
[MISSING IMAGE: tm2228016d1-icon_tickpn.jpg]
FOR each nominee
9
2.
Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2024
[MISSING IMAGE: tm2228016d1-icon_tickpn.jpg]
FOR
19
3.
Advisory vote to approve NextEra Energy’s compensation of its named executive officers
[MISSING IMAGE: tm2228016d1-icon_tickpn.jpg]
FOR
20
4.
Shareholder Proposal – Board Matrix
[MISSING IMAGE: tm2228016d1-icon_worngpn.jpg]
AGAINST
21
5.
Shareholder Proposal – Climate Lobbying Report
[MISSING IMAGE: tm2228016d1-icon_worngpn.jpg]
AGAINST
23
NEXTERA ENERGY2024 PROXY STATEMENT1

TABLE OF CONTENTS
Proxy Statement Summary
HOW TO VOTE
[MISSING IMAGE: tm2228016d1-icon_netbw.gif]
BY
INTERNET
[MISSING IMAGE: tm2228016d1-icon_telebw.gif]
BY
TELEPHONE
[MISSING IMAGE: tm2228016d1-icon_mailbw.gif]
BY
MAIL
[MISSING IMAGE: tm2228016d1-icon_persbw.gif]
IN
PERSON
Go to the website www.proxyvote.com,
24 hours a day, seven days a week. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials (the “Notice”).
Call 1-800-690-6903, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card or Notice.
If you received a full paper set of materials, date and sign your proxy card exactly as your name appears on your proxy card and mail it in the enclosed, postage-paid envelope. If you received the Notice, you may request a proxy card by following the instructions in your Notice. Even if you received a full paper set of materials, you may still vote by internet or telephone. You do not need to mail the proxy card if you are voting by internet or telephone.
At the annual meeting.
2NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Business and Governance Highlights
[MISSING IMAGE: tm2228016d1-icon_generatpn.gif]
[MISSING IMAGE: tm2228016d1-icon_windpn.gif]
[MISSING IMAGE: tm2228016d1-icon_employepn.gif]
[MISSING IMAGE: tm2228016d1-icon_assetpn.gif]
~72 GW*
in operation
~9,000 MEGAWATT (“MW”)
wind, solar and storage origination at NextEra Energy Resources, LLC (“NextEra Energy Resources”)
~16,800
employees
~$177 B
in total assets
[MISSING IMAGE: tm2228016d1-icon_transmipn.gif]
[MISSING IMAGE: tm2228016d1-icon_epsgropn.gif]
[MISSING IMAGE: tm2228016d1-icon_windpn.gif]
[MISSING IMAGE: tm2228016d1-icon_emissionpn.gif]
HURRICANE
RESTORATION
Florida Power & Light Company’s (“FPL”) smart grid technology avoided nearly 70,000 outages during Hurricane Idalia
~71; ~9%
GAAP and adjusted
earnings per share (“EPS”) growth compared to 2022
~20 GW
year-end backlog at NextEra Energy Resources
~50%
below the national average CO2 emissions rate
[MISSING IMAGE: tm2228016d1-icon_safetypn.gif]
[MISSING IMAGE: tm2228016d1-icon_infrapn.gif]
[MISSING IMAGE: tm2228016d1-icon_sharepn.gif]
[MISSING IMAGE: tm2228016d1-icon_transmipn.gif]
89%
improvement in NextEra Energy overall company safety performance since 2003
~$85-$95 B
expected capital deployment from 2022 through 2025
56%
five-year total shareholder return (“TSR”), outperforming the S&P 500 Utilities Index
96%
of FPL’s transmission structures are now concrete or steel
Above data as of year-end 2023 if not otherwise shown.
*
Gigawatts (“GW”) shown includes assets operated by NextEra Energy Resources, including those owned by NextEra Energy Partners, LP (“NEP”), as of 12/31/2023; excludes assets which have been sold to third parties but continue to be operated by NextEra Energy Resources.
BUSINESS HIGHLIGHTS
NextEra Energy’s overall operational and financial performance was superior in 2023, despite challenges in the macroeconomic environment. NextEra Energy continued to deliver superior financial performance, on an annual and multi-year basis.
For the full year 2023, NextEra Energy reported net income attributable to NextEra Energy on a GAAP basis of $7.310 billion, or $3.60 per share. We achieved company-record adjusted earnings** of $6.441 billion and adjusted EPS** of $3.17.
**
This measure is not a financial measure calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See Appendix A to this proxy statement for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure.
NEXTERA ENERGY2024 PROXY STATEMENT3

TABLE OF CONTENTS
Business and Governance Highlights
These significant accomplishments came as NextEra Energy continued to be a leader among the ten largest U.S. utilities (based on market capitalization**) in many financial metrics, as shown below.
NextEra Energy Rank vs. Ten Largest U.S. Utilities Based on Market Cap**
Metric
Rank
Detail
Adjusted EPS Growth* #1 3-, 5-, 7- and 10-year
Adjusted return on equity (“ROE”)* #1 1-, 3-, 5-, 7- and 10-year
*
This measure is not a financial measure calculated in accordance with GAAP. See Appendix A to this proxy statement for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure. See the 2023 Financial Performance Matrix section on page 51 for more information on how the rankings are determined.
**
Market capitalization is as of December 31, 2023; rankings are sourced from FactSet Research Systems Inc.
Ultimately, the Company’s financial and operational performance is reflected in the increased value of its common stock. The chart below compares the Company’s TSR for the 10-year period ended December 31, 2023 to the TSRs of the S&P 500 Electric Utilities Index, the S&P 500 Utilities Index, the UTY, the S&P 500 and the S&P 500 Growth Index. NextEra Energy outperformed all of these indices over the period shown.
NEXTERA ENERGY 10-YEAR TOTAL SHAREHOLDER RETURN THROUGH 12/31/2023 VS. VARIOUS INDICES(1)
[MISSING IMAGE: bc_share-pn.jpg]
NEXTERA ENERGY VS. INDICES
10-YEAR TSR
NextEra Energy 267%
S&P 500 Electric Utilities Index, total return 146%
S&P 500 Utilities Index, total return 135%
UTY, total return 133%
S&P 500, total return 211%
S&P 500 Growth Index, total return 250%
(1)
Source: FactSet Research Systems Inc.; except UTY, source: Bloomberg.
4NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Business and Governance Highlights
GOVERNANCE HIGHLIGHTS
[MISSING IMAGE: tm2228016d1-icon_indepenpn.gif]
[MISSING IMAGE: tm2228016d1-icon_leadpn.gif]
[MISSING IMAGE: tm2228016d1-icon_accountpn.gif]
[MISSING IMAGE: tm2228016d1-icon_effectpn.gif]
DIRECTOR
INDEPENDENCE
BOARD
LEADERSHIP
BOARD
ACCOUNTABILITY
BOARD EVALUATION &
EFFECTIVENESS
»
10 of 11 director nominees are independent
»
CEO is the only non-independent director
»
All members of the Audit Committee, Compensation Committee, Finance & Investment Committee and Governance & Nominating Committee are independent directors
»
Independent Lead Director selected by the independent directors
»
Lead Director has strong role and significant governance duties, including chairing regularly scheduled executive sessions of independent directors
»
As part of our Fall shareholder outreach program, Lead Director communicated directly with 30.9% of outstanding shares
»
All directors stand for election annually and the Board has adopted a resignation policy for directors who fail to receive the required vote in uncontested elections
»
Simple majority voting standard for all uncontested director elections
»
Shareholders of 20% or more of the outstanding shares may call a special meeting
»
No shareholder rights (“poison pill”) plan
»
No supermajority vote requirements in the Company’s Articles of Incorporation
»
Annual Board and committee self-evaluations
»
Annual independent director evaluation of the chairman
[MISSING IMAGE: tm2228016d1-icon_refreshpn.gif]
[MISSING IMAGE: tm2228016d1-icon_engagepn.gif]
[MISSING IMAGE: tm2228016d1-icon_policiespn.gif]
[MISSING IMAGE: tm2228016d1-icon_ownerpn.gif]
[MISSING IMAGE: tm2228016d1-icon_accesspn.gif]
BOARD
REFRESHMENT &
DIVERSITY
DIRECTOR
ENGAGEMENT
CLAWBACK &
ANTI-HEDGING
POLICIES
SHARE
OWNERSHIP
PROXY
ACCESS
»
Balance of new and experienced directors, with tenure of director nominees averaging 6 years*
»
Specified retirement age for directors
»
36% of director nominees are women
»
Average age of director nominees is 63 years*
»
18% of director nominees are ethnically diverse
»
All current directors attended at least 98% of Board and their assigned committee meetings
»
Board policy limits non-employee director membership on other public company boards to three
»
Recoupment or clawback policy to recover certain executive pay
»
Policy prohibiting short sales, hedging and margin accounts
»
Updated clawback policy to comply with NYSE rules
»
CEO required to hold shares equivalent to 7x base salary
»
All senior executives required to hold share equivalent to 3x base salary
»
Directors required to hold shares equivalent to 7x the cash portion of their annual retainer
»
Available to a shareholder, or group of up to 20 shareholders, owning 3% of the Company’s outstanding shares for at least 3 years
»
May nominate candidates for the greater of 2 directorships or up to 20% of the membership of the Board
*
As of May 23, 2024
NEXTERA ENERGY2024 PROXY STATEMENT5

TABLE OF CONTENTS
Business and Governance Highlights
SUSTAINABILITY HIGHLIGHTS
Sustainability Report
[MISSING IMAGE: tm2228016d1-pht_report4c.jpg]
In 2023, the Company published its annual Sustainability report (the “2023 Sustainability Report”). Highlights of the 2023 Sustainability Report include:
»
emphasis of the Company’s commitment as a clean energy leader;
»
continued full alignment with the Task Force on Climate-Related Financial Disclosures (“TCFD”) framework;
»
disclosure of Scope 1, Scope 2 and partial Scope 3 greenhouse gas emissions (“GHG”) as verified by an independent third party;
»
a discussion of the Company’s diversity efforts; and
»
Board oversight of those efforts and a discussion of the sustainability strategies of the Company’s principal subsidiaries, FPL and NextEra Energy Resources.
The 2023 Sustainability Report discusses FPL’s best-in-class value proposition of low customer bills, high reliability, clean energy solutions and excellent customer service and NextEra Energy Resources’ continued focus on building a diversified clean energy company with an emphasis on growing its world-leading portfolio of wind, solar and storage projects. In addition to the ethnic breakdown of workforce and management provided in the 2023 Sustainability Report, the Company will expand its diversity reporting this upcoming year to include diversity data related to hiring and promotions.
The 2023 Sustainability Report details the Company’s sustainability accomplishments and goals. Included among them are discussions of:
[MISSING IMAGE: tm2228016d1-icon_emissionpn.gif]
[MISSING IMAGE: tm2228016d1-icon_machinpn.gif]
[MISSING IMAGE: tm2228016d1-icon_transmipn.gif]
[MISSING IMAGE: tm2228016d1-icon_coalfirepn.gif]
Emission
Reduction
The Company’s goal to eliminate CO2 emissions from its operations by 2045
[MISSING IMAGE: tm2228016d1-icon_downpn.gif] 61%
The Company’s CO2 emissions rate in 2022 was 61% lower than the utility industry’s 2005 average CO2 emissions rate
FPL’s generation fleet is one of the cleanest and most efficient in the country, saving Florida customers more than ~$15 billion in avoided fuel costs*
0
FPL has no coal-fired power generation in Florida
[MISSING IMAGE: tm2228016d1-icon_diverspn.gif]
[MISSING IMAGE: tm2228016d1-icon_awardpn.gif]
[MISSING IMAGE: tm2228016d1-icon_sustainpn.gif]
[MISSING IMAGE: tm2228016d1-icon_sharespn.gif]
25% WOMEN /
41% MINORITIES
The diversity of our employees in 2022, including 25% women and 41% minorities in our workforce, with 27% and 29%, respectively, in our management ranks
~1.2 B
Awarded, in the most recent federal reporting period, ~$1.2 billion in purchase contracts to minority- and women- owned businesses
SUSTAINABILITY
FOCUS
The Board’s oversight process of sustainability issues, with a particular focus on the sustainability of our business
SHAREHOLDER
ENGAGEMENT
Our successful shareholder engagement efforts, which ensure that the Company’s management and the Board better understand shareholder priorities and perspectives and enables us to effectively address the issues that matter most to our shareholders
*
As of December 31, 2023.
6NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Business and Governance Highlights
The 2023 Sustainability Report also includes disclosure within the following established environmental reporting frameworks:
»
the Sustainability Accounting Standards Board;
»
Edison Electric Institute’s ESG/Sustainability Quantitative Metrics; and
»
United Nations Sustainability Development Goals.
The Company also publishes its EEO-1 reports, available at https://www.investor.nexteraenergy.com/sustainability/sustainability- resources under Related Information.
Additionally, in 2023, the Company again participated in the Carbon Disclosure Project (“CDP”) survey.
[MISSING IMAGE: tm2228016d1-lg_cdp4c.jpg]
The Company’s 2023 Sustainability Report and CDP survey response are available at:
[MISSING IMAGE: tm2228016d1-icon_qrcodebw.jpg]
Board oversight
NextEra Energy, as a renewable energy leader, has made climate-related issues core to its overall business strategy. The entire NextEra Energy Board of Directors, led by the chairman, has oversight of climate-related risks and opportunities, including their impacts on the Company’s strategy. The Board understands the impacts of climate related risks on the Company’s future growth, as well as how the Company prepares its business to adapt to the effects of climate related risks. At every scheduled board of directors meeting, the Board performs a review of the Company’s performance against business objectives and key risks and opportunities for the Company. The Board also holds an annual strategy session devoted to discussing, debating and validating management’s overall strategy. Oversight of climate-related issues includes discussion of physical risks from hurricanes, climate- and emissions-related government policies, incentives and regulations, emissions-reduction initiatives, renewable energy, trends and business plans, and emerging clean energy technologies, among others.
The Board of Directors also has oversight of certain social topics relevant to the Company. The Board reviews the Company’s diversity and inclusion and talent management strategy at least annually, including human capital and diversity metrics. The Board also focuses on diversity in the Company’s talent pipeline and reviews the diversity metrics of the Company’s internship program.
Information security
NextEra Energy’s Audit Committee receives regular reports on the key risks facing the Company from the Corporate Risk Committee leader and also receives frequent reports from the Company’s Internal Auditor about the results of reviews of cybersecurity and information security governance. The Board biannually receives a cybersecurity report from the Company’s chief information officer and its vice president, IT infrastructure & cybersecurity.
Varying leading third parties periodically assess the Company’s alignment with the U.S. Department of Energy’s Cyber Capability Maturity Model (a/k/a C2M2) standard, which is the predominate cybersecurity framework for the U.S. electric utility industry. NextEra Energy has a comprehensive cybersecurity training program in which all employees receive education and training on prevention of cybersecurity problems and on privacy and data protection.
Shareholder engagement
The Company engages with shareholders on a regular basis and provides information through multiple channels. We believe our shareholder engagement efforts allow us to better understand our shareholders’ priorities and perspectives and enable us to effectively address the issues that matter the most to our shareholders.
NEXTERA ENERGY2024 PROXY STATEMENT7

TABLE OF CONTENTS
Business and Governance Highlights
In 2023, we reached out to 73 of our 100 largest shareholders, representing approximately 58.3% of shares outstanding (including all top 50 shareholders), and offered to engage on matters important to them, including governance and compensation. We held engagements with 22 shareholders representing approximately 36.3% of the Company’s shares outstanding, and received valuable feedback on our governance and compensation program. Our Lead Director, Sherry S. Barrat, participated in 8 shareholder engagements, representing 30.9% of shares outstanding. The feedback we received was shared with the full Board and has been considered in certain enhancements we have made to our executive compensation program and related disclosures as described in more detail on page 42.
[MISSING IMAGE: fc_business-pn.jpg]
8NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Business of the Annual Meeting
PROPOSAL 1: ELECTION AS DIRECTORS OF THE NOMINEES SPECIFIED IN THIS PROXY STATEMENT
The Board is currently composed of 13 members. Two members of the Board, Sherry S. Barrat and Kenneth B. Dunn, having reached their respective retirement ages, will retire from the Board. Upon the recommendation of the Governance & Nominating Committee, the Board has nominated the 11 other incumbent members listed below for election as directors at the 2024 annual meeting. Unless you specify otherwise, your proxy will be voted FOR the election of the listed nominees. If any nominee becomes unavailable for election, which is not currently anticipated, proxies instructing a vote for that nominee may be voted for a substitute nominee selected by the Board or, in lieu thereof, the Board may reduce the number of directors by the number of nominees unavailable for election.
[MISSING IMAGE: ph_nicolesarnaboldi-bwlr.jpg]
[MISSING IMAGE: ph_jameslcamaren-bw.jpg]
[MISSING IMAGE: ph_gursahaney-bw.jpg]
[MISSING IMAGE: ph_kirkhachigian-bw.jpg]
[MISSING IMAGE: ph_mariahenry-bwlr.jpg]
Nicole S.
Arnaboldi
James L.
Camaren
Naren K.
Gursahaney
Kirk S.
Hachigian
Maria G.
Henry
[MISSING IMAGE: ph_johnketchumsm-bw.jpg]
[MISSING IMAGE: ph_amylane-bw.jpg]
[MISSING IMAGE: ph_davidporges-bwlr.jpg]
[MISSING IMAGE: ph_devstahlkopf-bw.jpg]
[MISSING IMAGE: ph_johnstall-bw.jpg]
[MISSING IMAGE: ph_darrylwilson-bw.jpg]
John W.
Ketchum
Amy B.
Lane
David L.
Porges
Deborah L.
“Dev”
Stahlkopf
John A.
Stall
Darryl L.
Wilson
The Board believes its current size is appropriate because it facilitates substantive discussions among Board members, provides for sufficient staffing of Board committees and allows for contributions by directors having a broad range of skills, expertise, industry knowledge and diversity of opinion. Directors serve until the next annual meeting of shareholders or until their respective successors are elected and qualified.
Board refreshment and diversity
Board refreshment
The Board and the Governance & Nominating Committee engage in a continuous process of considering the mix of skills and experience needed by the Board as a whole to discharge its responsibilities. Six of the director nominees have a tenure of less than five years. In 2023, the Governance & Nominating Committee discussed board composition, board refreshment and board recruiting at every committee meeting.
The Company has a director retirement policy. Generally, no person who has attained the age of 72 years by the date of election is eligible for election as a director. However, the Board may, by unanimous action (excluding the affected director), extend a director’s eligibility for one or two additional years, in which event the director will not be eligible for subsequent election as a director if he or she would have attained the age of 73 or 74 by or prior to the date of the election.
Diversity
Diversity is among the factors that the Governance & Nominating Committee considers when identifying and evaluating potential Board nominees. NextEra Energy’s Corporate Governance Principles & Guidelines (the “Governance Guidelines”) provide that, in identifying nominees for director, the Company seeks to achieve a mix of directors representing a diversity of background and experience, including diversity with respect to age, gender, race, ethnicity and specialized
NEXTERA ENERGY2024 PROXY STATEMENT9

TABLE OF CONTENTS
Business of the Annual Meeting
experience. In the Board’s annual self-evaluation, it reviews the criteria for skills, experience and diversity reflected in the Board’s membership and also reviews the Board’s process for identification, consideration, recruitment and nomination of prospective Board members.
Maria G. Henry is a nominee for election to the Board this year who currently serves on the Board and previously has not been elected by the Company’s shareholders. Ms. Henry was identified by the recruiting efforts of management and the Governance & Nominating Committee members. Ms. Henry was interviewed by each of the members of the Governance & Nominating Committee and by Mr. Ketchum. The Governance & Nominating Committee then evaluated the qualifications, background and experience of Ms. Henry using the criteria set forth in the Governance Guidelines discussed below, noting in particular that Ms. Henry would provide expertise beneficial to the Company in the areas of finance, consumer facing businesses and information management and cyber-security. Following evaluation by the Governance & Nominating Committee, Ms. Henry was interviewed by the other members of the Board and was appointed to the Board in September 2023.
Identifying and evaluating nominees for directors
The Governance & Nominating Committee uses a variety of methods for identifying and evaluating nominees for director. The Governance & Nominating Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. Candidates may come to the attention of the Governance & Nominating Committee through current Board members, professional search firms, shareholders or other persons. Candidates are evaluated at regular or special meetings of the Governance & Nominating Committee and may be considered at any time during the year. When considering candidates for the Board, the Governance & Nominating Committee considers all nominee recommendations, including those from shareholders, in the same manner. If any materials are provided by a shareholder in connection with the nomination of a director candidate, the materials are provided to the Governance & Nominating Committee. The Governance & Nominating Committee also reviews materials provided by professional search firms or other parties. In evaluating nominations, the Governance & Nominating Committee seeks to achieve a diverse balance of knowledge, experience and capability.
Director resignation policy
Under the NextEra Energy, Inc. Amended and Restated Bylaws (the “Bylaws”), in an uncontested election, directors are elected by a majority of the votes cast. The Board has adopted a Policy on Failure of Nominee Director(s) to Receive a Majority Vote in an Uncontested Election (“Director Resignation Policy”), the effect of which is to require that, in any uncontested director election, any incumbent director who is not elected by the required vote must offer to resign and the Board will determine whether or not to accept the resignation within 90 days of the certification of the shareholder vote. The Company will report the action taken by the Board under the Director Resignation Policy in a publicly available forum or document. The Bylaws provide that, in a contested election, director nominees are elected by a plurality of the votes cast.
Director qualifications
The Governance Guidelines and the Governance & Nominating Committee Charter identify Board membership qualifications, including experience, skills and attributes, that are considered by the Governance & Nominating Committee in recommending non-employee nominees for Board membership. In addition to the membership qualifications identified in the Governance Guidelines, no person will be considered for Board membership who is an employee or director of a business in significant competition with the Company or of a major or potentially major customer, supplier, contractor, counselor or consultant of the Company, or an executive officer of a business where a Company employee-director serves on the board of such other business.
10NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Business of the Annual Meeting
The chart below provides a summary of the collective competencies of the current Board and explains why these are important:
DIRECTOR QUALIFICATIONS
COMPETENCIES AND RELEVANCE TO NEXTERA ENERGY
BOARD COMPOSITION
Individuals who have served as a public company CEO
[MISSING IMAGE: tm2228016d1-icon_publicpn.gif]
PUBLIC COMPANY CEO EXPERIENCE
Experience serving as a CEO provides unique perspectives to help the Board independently oversee NextEra Energy’s CEO and management. Having this experience also increases the Board’s understanding and appreciation of the many facets of running a public company, including strategic planning, financial reporting, compliance and risk oversight.
[MISSING IMAGE: pc_publicceo-pn.gif]
Demonstrated expertise in managing large, relatively complex organizations, such as leadership roles of a significant company or organization
[MISSING IMAGE: tm2228016d1-icon_stratepn.gif]
STRATEGY EXPERTISE
Our Company operates in a quickly changing industry with new developing technologies. Having experience in developing and implementing strategic plans helps enable the Board to oversee and pivot in rapidly changing environments.
[MISSING IMAGE: pc_strategyexpert-pn.gif]
[MISSING IMAGE: tm2228016d1-icon_operatpn.gif]
OPERATIONS MANAGEMENT AND LEADERSHIP
Our Company has a strong focus on cost and customer value, as well as innovation. Having experience with operations assists the Board in understanding the issues that the Company faces in achieving its industry-leading operating and maintenance (“O&M”) initiatives and reducing costs.
[MISSING IMAGE: pc_leadership-pn.gif]
[MISSING IMAGE: tm2228016d1-icon_mergerpn.gif]
MERGERS & ACQUISITIONS EXPERIENCE
Our Company from time to time acquires and disposes of businesses and assets. An understanding of mergers & acquisitions helps the Board evaluate any future transactions and any associated opportunities and risks.
[MISSING IMAGE: pc_mergers-pn.gif]
Experience leading a utility, energy company or other highly regulated organization, such as CEO or other leadership position
[MISSING IMAGE: tm2228016d1-icon_utilitpn.gif]
UTILITY/REGULATED INDUSTRY LEADERSHIP
As a company in a highly regulated industry, experience in the utility industry or another regulated industry assists the Board in understanding the regulatory issues that the Company faces.
[MISSING IMAGE: pc_utility-pn.gif]
[MISSING IMAGE: tm2228016d1-icon_energypn.gif]
ENERGY INDUSTRY LEADERSHIP
It is important that the Board understand the energy industry and the complete energy industry value chain. Energy industry leadership assists the Board in understanding all aspects of the ongoing energy transition.
[MISSING IMAGE: pc_energy-pn.gif]
Financial or other risk management expertise
[MISSING IMAGE: tm2228016d1-icon_fin1pn.gif]
FINANCIAL
Our Company’s business involves complex financial management, capital allocation and reporting issues. An understanding of finance and financial reporting is valuable in order to promote effective capital allocation and robust controls and oversight of accurate financial reporting.
[MISSING IMAGE: pc_financialrisk-pn.gif]
[MISSING IMAGE: tm2228016d1-icon_riskmagepn.gif]
RISK MANAGEMENT
The scale, scope and complexity of our Company’s business raises a variety of interdependent risks. Experience in effectively identifying, prioritizing and managing a broad spectrum of risks can help the Board appreciate, anticipate and oversee the Company in managing the risks that face its various businesses.
[MISSING IMAGE: pc_riskmanage-pn.gif]
NEXTERA ENERGY2024 PROXY STATEMENT11

TABLE OF CONTENTS
Business of the Annual Meeting
DIRECTOR QUALIFICATIONS
COMPETENCIES AND RELEVANCE TO NEXTERA ENERGY
BOARD COMPOSITION
Experience serving in senior customer facing roles or in industries where customer service is strategically important
[MISSING IMAGE: tm2228016d1-icon_salespn.gif]
MARKETING, SALES AND CUSTOMER SERVICE EXPERIENCE
FPL services over five million customer accounts in the state of Florida. NextEra Energy Resources also has a number of customer and consumer facing businesses serving thousands of customers. Experience in marketing, sales and customer service helps the Board oversee FPL’s best-in-class customer value proposition and NextEra Energy Resources’ growing consumer facing businesses. We also have customer and consumer facing businesses at NextEra Energy Resources.
[MISSING IMAGE: pc_marketing-pn.gif]
Experience in managing engineering and construction projects
[MISSING IMAGE: tm2228016d1-icon_engineerpn.gif]
ENGINEERING AND CONSTRUCTION LEADERSHIP
In 2023, the Company invested approximately $25 billion in energy infrastructure and NextEra Energy Resources commissioned approximately 5,025 MWs of renewable energy projects. Board experience in engineering and construction leadership assists the Board in its oversight of our large-scale capital investments and on our timely and on budget capital project execution.
[MISSING IMAGE: pc_engineering-pn.gif]
Experience with information technology and cybersecurity
[MISSING IMAGE: tm2228016d1-icon_informpn.gif]
INFORMATION TECHNOLOGY LEADERSHIP
Oversight of the protection of customer information and cybersecurity is critical to providing reliable electric service at both FPL and NextEra Energy Resources. Board experience in information technology leadership assists the Board in its oversight of our cybersecurity programs.
[MISSING IMAGE: pc_information-pn.gif]
The Board views itself as a cohesive whole consisting of members who together serve the interests of the Company and its shareholders. The Board is comprised of directors with a mix of backgrounds, knowledge and skills that the Board considers relevant and beneficial in fulfilling its oversight role. The chart below provides a summary of each current individual director’s most relevant skills and gender:
Experience
Arnaboldi
Barrat
Camaren
Dunn
Gursahaney
Hachigian
Henry
Ketchum
Lane
Porges
Stahlkopf
Stall
Wilson
Public Company CEO Experience
X
X
X
X
X
Financial Industry Experience & Leadership
X
X
X
X
X
X
X
X
X
X
Strategy Expertise
X
X
X
X
X
X
X
X
X
X
X
X
Operations Management & Leadership
X
X
X
X
X
X
X
International Experience
X
X
X
X
X
X
X
X
X
X
Utility / Regulated Industry Leadership
X
X
X
X
X
Political / Legislative Experience
X
X
Energy Industry Leadership
X
X
X
X
Engineering & Construction Industry Experience
X
X
X
X
X
Nuclear Operations Leadership
X
X
Risk Management Leadership
X
X
X
X
X
X
X
X
X
X
X
X
Mergers & Acquisitions Experience
X
X
X
X
X
X
X
X
X
Information Technology / Cyber Experience
X
X
X
X
Investor Relations Management
X
X
X
X
X
X
Marketing / Sales / Customer Service Experience & Leadership
X
X
X
X
X
X
X
X
New Business Development/Development
X
X
X
X
X
X
X
X
X
X
Human Resources Development
X
X
X
X
X
X
X
X
X
X
X
X
X
Trading/Derivatives
X
X
X
X
Gender
Female
X
X
X
X
X
Male
X
X
X
X
X
X
X
X
12NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Business of the Annual Meeting
Board gender and race/ethnic diversity
The Company seeks to achieve a mix of directors representing a diversity of background and experience, including diversity with respect to age, gender, race, ethnicity and specialized experience. The charts below reflect the diversity of the current Board members.
[MISSING IMAGE: pc_board-pn.jpg]
NEXTERA ENERGY2024 PROXY STATEMENT13

TABLE OF CONTENTS
Business of the Annual Meeting
Director nominee biographies
NICOLE S. ARNABOLDI
Age 65
Independent director since 2022
[MISSING IMAGE: ph_nicolesarnaboldi-bwlr.jpg]
Board Committees
»
Audit
»
Finance & Investment
Public Company Boards
»
Manulife Financial Corporation (since 2020)
Career Highlights
Ms. Arnaboldi has been a partner at Oak Hill Capital Management since 2021. She was previously the vice chairman of Credit Suisse Asset Management and a managing director of Credit Suisse Securities Corp. from 2000 to 2019. Prior to her roles at Credit Suisse, Ms. Arnaboldi served as a managing director of its predecessor, Donaldson Lufkin and Jenrette, in the firm’s venture capital group from 1985 to 1992 and then in its private equity group, where she became a managing director in 1996.
Qualifications
Ms. Arnaboldi has over 35 years of leadership experience in financial services and private equity, including her service as vice chairman of Credit Suisse Asset Management and as a partner of Oak Hill Capital Management. She has a wealth of finance and business expertise, along with a proven track record as an experienced leader and strategist in investment banking and private equity for more than three decades. Ms. Arnaboldi holds a law degree from Harvard Law School, a Master of Business Administration degree from the Harvard Business School and a Bachelor of Arts degree from Harvard College.
JAMES L. CAMAREN
Age 69
Independent director since 2002
[MISSING IMAGE: ph_jameslcamaren-bw.jpg]
Board Committees
»
Compensation
»
Finance & Investment
Career Highlights
Mr. Camaren is a private investor. Until May 2006, he was chairman and CEO of Utilities, Inc. which was one of the largest investor-owned water utilities in the United States until March 2002 when it was acquired by Nuon, a Dutch company, which subsequently sold Utilities, Inc. in April 2006. He joined Utilities, Inc. in 1987 and served successively as vice president of business development, executive vice president, and vice chairman, becoming chairman and CEO in 1996.
Qualifications
Mr. Camaren has 19 years of leadership experience with a large, regulated investor-owned utility. During the years he served as chairman and CEO, the utility had customer growth at a rate that exceeded the industry average and acquired and integrated over 40 utilities. In addition, Mr. Camaren has experience in managing capital expenditures, environmental compliance, regulatory affairs and investor relations.
14NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Business of the Annual Meeting
NAREN K. GURSAHANEY
Age 62
Independent director since 2014
[MISSING IMAGE: ph_gursahaney-bw.jpg]
Board Committees
»
Audit (Chair)
»
Executive
»
Governance & Nominating
Public Company Boards
»
Stericycle, Inc. (since 2023)
Career Highlights
Mr. Gursahaney is retired. He served as the president and CEO, and a member of the board of directors, of The ADT Corporation (“ADT”), a provider of security systems and services, from September 2012 until its acquisition by affiliated funds of Apollo Global Management LLC in May 2016. Prior to ADT’s separation from Tyco International Ltd. (“Tyco”) in September 2012, Mr. Gursahaney served as president of Tyco’s ADT North American Residential business segment and was the president of Tyco Security Solutions, then a provider of electronic security to residential, commercial, industrial and governmental customers and the largest operating segment of Tyco. Mr. Gursahaney joined Tyco in 2003 as senior vice president of operational excellence. He then served as president of Tyco Engineered Products and Services and president of Tyco Flow Control. Prior to joining Tyco, Mr. Gursahaney was president and CEO of GE Medical Systems Asia, where he was responsible for the company’s sales and services business in the Asia-Pacific region. During his 10-year career with GE, Mr. Gursahaney held senior leadership roles in services, marketing and information management.
Qualifications
Mr. Gursahaney has extensive operations, strategic planning and leadership experience in global manufacturing and services businesses serving residential, commercial, industrial and governmental customers gained as the CEO of a public company providing security systems and service. He also has extensive global operations, information technology and service experience gained as the president and CEO of the Asia-Pacific division of a medical diagnostic and imaging manufacturer. He has an MBA from the University of Virginia and a Bachelor of Science in mechanical engineering from Pennsylvania State University.
KIRK S. HACHIGIAN
Age 64
Independent director since 2013
[MISSING IMAGE: ph_kirkhachigian-bw.jpg]
Board Committees
»
Compensation (Chair)
»
Executive
»
Governance & Nominating
Public Company Boards
»
Allegion plc (since 2013)
»
PACCAR, Inc. (since 2008)
»
L3 Harris Technologies, Inc. (since December 2023)
Career Highlights
Mr. Hachigian served as chairman of the board of JELD-WEN Holding, Inc., a manufacturer of windows and doors, from April 2014 until May 2018. He also served as CEO of JELD-WEN Holding, Inc. from April 2014 until November 2015. He served as chairman, president and CEO of Cooper Industries plc (“Cooper”), a publicly held electrical equipment and tool manufacturer, until Cooper’s acquisition by Eaton Corporation plc in November 2012. He was named chairman of Cooper in 2006, CEO in 2005 and president in 2004.
Qualifications
Mr. Hachigian has extensive leadership, operations and strategic planning experience gained through his prior service as the chairman, CEO and president of a global, publicly held manufacturer of electrical equipment and tools. He also has international leadership and operations experience gained through his prior service as the president and CEO of the Asia-Pacific operations of a lighting products manufacturer and in key management positions in Singapore and Mexico. In addition, Mr. Hachigian has financial and risk oversight experience developed through his prior service on the audit committee of another public company and as a prior member of the board of the Houston branch of the Federal Reserve Bank of Dallas. He has an MBA in finance from the Wharton School of Business and a Bachelor of Science in engineering from the University of California (Berkeley).
NEXTERA ENERGY2024 PROXY STATEMENT15

TABLE OF CONTENTS
Business of the Annual Meeting
MARIA G. HENRY
Age: 57
Independent director since 2023
[MISSING IMAGE: ph_mariahenry-bwlr.jpg]
Board Committees
»
Finance & Investment
Public Company Boards
»
General Mills, Inc. (since 2016)
»
NIKE, Inc. (since May 2023)
Career Highlights
Ms. Henry was chief financial officer of Kimberly-Clark Corporation from April 2015 through April 2022, and served as executive vice president and senior advisor of Kimberly-Clark Corporation from April 2022 until her retirement in September 2022. Prior to Kimberly-Clark, Ms. Henry was executive vice president and chief financial officer of the Hillshire Brands Company, formerly known as Sara Lee Corporation, from 2012 to 2014. She was the chief financial officer of Sara Lee’s North American Retail and Foodservice business from 2011 to 2012. Prior to Sara Lee, Ms. Henry held various senior leadership positions in finance and strategy in three portfolio companies of Clayton, Dubilier & Rice, most recently as executive vice president and chief financial officer of Culligan International. She also held senior finance roles in several technology companies and began her career at General Electric.
Qualifications
Ms. Henry has extensive leadership experience in finance and strategy for large global public, private equity controlled, and smaller entrepreneurial companies across consumer, technology, manufacturing and distribution industries. She has had oversight responsibility for finance, treasury, investor relations, strategy, real estate and accounting. She also has experience overseeing information technology and risk, including cyber risk. Ms. Henry currently serves on the boards of directors of NIKE, Inc. and General Mills, Inc. She holds a Bachelor of Science degree in finance from the University of Maryland.
JOHN W. KETCHUM
Age 53
Director since 2022
[MISSING IMAGE: ph_johnketchumsm-bw.jpg]
Board Committees
»
Executive (Chair)
»
Nuclear
Public Company Boards
»
NextEra Energy Partners, LP (since 2017)
Career Highlights
Mr. Ketchum has been president and chief executive officer and a director of NextEra Energy since March 2022 and chairman since July 2022. He has also served as chairman of NextEra Energy’s subsidiary, Florida Power & Light Company (which has no publicly traded stock), since February 2023. Prior to his succession to the role of chief executive officer, he served as president and chief executive officer of NextEra Energy Resources, LLC (“NextEra Energy Resources”), the Company’s competitive energy supplier subsidiary and the world’s largest generator of renewable energy from the wind and sun and a world leader in battery storage. Mr. Ketchum joined NextEra Energy in 2002 and has a diverse business, finance and legal background with a broad range of experiences across key executive roles and NextEra Energy, NextEra Energy Resources and NextEra Energy Partners, LP (“NEP”). Mr. Ketchum is chief executive officer and a director of NEP, a publicly-traded growth-oriented limited partnership formed by NextEra Energy to acquire, manage and own contracted clean energy projects (in which the Company owns an underlying 52.6% interest).
Qualifications
Mr. Ketchum has a diverse business, finance and legal background with a broad range of experiences gained through his key executive roles at NextEra Energy, NextEra Energy Resources and NEP. During his 21 years with NextEra Energy, Mr. Ketchum has led the execution of various strategic initiatives across the enterprise and has been instrumental in the expansion of the Company’s renewable generation fleet. While CEO of NextEra Energy Resources, Mr. Ketchum oversaw the largest three-year capital investment program in NextEra Energy Resources’ history, as well its most successful period of new renewables origination, leading to a near doubling of the size of the renewables backlog during this period. In addition, he oversaw a nearly $5 billion, three-year capital recycling program, the largest in NextEra Energy Resources’ history. Mr. Ketchum holds a Master of Laws degree in taxation and a Juris Doctor from the University of MissouriKansas City School of Law. Mr. Ketchum holds a Bachelor of Arts degree in economics and finance from the University of Arizona. He also completed the Emerging CFOStrategic Financial Leadership Program at Stanford University.
16NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Business of the Annual Meeting
AMY B. LANE
Age 71
Independent director since 2015
[MISSING IMAGE: ph_amylane-bw.jpg]
Board Committees
»
Executive
»
Finance & Investment
»
Governance & Nominating (Chair)
Public Company Boards
»
FedEx Corp. (since 2022)
»
The TJX Companies, Inc. (since 2005)
Career Highlights
Ms. Lane retired in 2002 as managing director and group leader of the global Retailing Investment Banking Group of Merrill Lynch & Co., Inc. (“Merrill Lynch”), an investment banking firm. Prior to joining Merrill Lynch in 1997, she was a managing director at Salomon Brothers, Inc. (“Salomon Brothers”), an investment banking firm, where she founded and led the retail industry investment banking unit, having joined Salomon Brothers in 1989.
Qualifications
Ms. Lane has 26 years of leadership experience with financial services, capital markets, finance and accounting, capital structure, and acquisitions and divestitures in the financial services industry, as well as extensive experience in management, leadership and strategy. Ms. Lane served as a managing director and group leader of the global Retailing Investment Banking Group at Merrill Lynch from 1997 until her retirement in 2002. In that role, she led and worked on mergers and acquisitions and equity and debt transactions for a wide range of major retailers. Prior to joining Merrill Lynch, she was a managing director at Salomon Brothers, which she joined in 1989 and where she founded and led the retail industry investment banking unit. Ms. Lane has an MBA from the Wharton School of Business.
DAVID L. PORGES
Age 66
Independent director since 2020
[MISSING IMAGE: ph_davidporges-bwlr.jpg]
Board Committees
»
Executive
»
Finance & Investment (Chair)
»
Governance & Nominating
Career Highlights
Mr. Porges was a non-employee member of the board of directors of Equitrans Midstream Corporation (“Equitrans”) from November 2018 through December 2019 and was the chairman of the board of Equitrans from November 2018 to July 2019. He joined EQT Corporation (“EQT”) in 1998 as senior vice president and chief financial officer and served as EQT’s CEO from April 2010 to April 2011 and as CEO and chairman from April 2011 to February 2017. From February 2017 to March 2018, Mr. Porges served as EQT’s executive chairman and as chairman and interim CEO from March 2018 to November 2018.
Qualifications
Mr. Porges has more than 20 years of leadership, finance, operations and mergers and acquisitions experience gained through his prior service as CEO and chairman of a publicly held energy industry company, as well as his prior service as the chief financial officer of that energy company. Mr. Porges also has experience with capital markets, finance and mergers and acquisitions gained through his prior service with an investment bank concentrating on the energy industry. Mr. Porges has an MBA from Stanford University.
DEBORAH L. “DEV”
STAHLKOPF
Age 54
Independent director since 2023
[MISSING IMAGE: ph_devstahlkopf-bw.jpg]
Board Committees
»
Audit
»
Compensation
Career Highlights
Ms. Stahlkopf joined Cisco Systems, Inc. (“Cisco”) in August 2021 as executive vice president and chief legal officer. Prior to joining Cisco, she held several senior roles at Microsoft Corporation (“Microsoft”) over the course of 14 years, including corporate vice president, general counsel and corporate secretary, corporate, external and legal affairs from April 2018 to July 2021, vice president and deputy general counsel from December 2015 to April 2018 and associate general counsel from December 2010 to December 2015. Prior to joining Microsoft, she practiced law in the Seattle area at Perkins Coie, specializing in employment and labor law and at Cooley Godward, LLP, focusing on corporate and technology transactions.
Qualifications
Ms. Stahlkopf has extensive experience in legal strategy, including key issues including intellectual property, privacy and security, internet governance, cross-border data issues, geopolitical matters, and public policy priorities. She also has extensive experience in labor and employment law. She received her law degree from the University of Arizona, a Master of Arts degree in Philosophy from Duke University, and undergraduate degrees in English and philosophy from the University of Washington.
NEXTERA ENERGY2024 PROXY STATEMENT17

TABLE OF CONTENTS
Business of the Annual Meeting
JOHN A. STALL
Age 69
Independent director since 2022
[MISSING IMAGE: ph_johnstall-bw.jpg]
Board Committees
»
Audit
»
Nuclear (Chair)
Career Highlights
Mr. Stall retired from NextEra Energy in 2010, where he served in numerous nuclear leadership roles. He served as president of NextEra Energy’s nuclear division from 2009 to 2010, as senior vice president and chief nuclear officer from 2001 to 2009, as vice president, nuclear engineering from 2000 to 2001 and vice president of NextEra Energy’s St. Lucie nuclear generating station from 1996 to 2000. He also served in leadership roles at Dominion Energy, Inc.’s North Anna nuclear generating station from 1977 until 1996.
Qualifications
Mr. Stall has substantial nuclear expertise, operations and engineering experience and leadership experience. He has over 40 years of experience in nuclear generation through his career at both Dominion Energy, Inc. and NextEra Energy. He previously held a senior reactor operator license issued by the Nuclear Regulatory Commission and is a previously licensed professional engineer in the Commonwealth of Virginia. He served as the chair of an independent nuclear safety advisory committee for a publicly-traded electric utility that operates multiple nuclear generating units. He served as a member of the Institute of Nuclear Power Operations National Academy of Nuclear Training Accrediting Board from 2008 to 2019. Mr. Stall graduated from the University of Florida and holds a Bachelor of Science degree in nuclear engineering. He received his MBA from Virginia Commonwealth University.
DARRYL L. WILSON
Age 60
Independent director since 2018
[MISSING IMAGE: ph_darrylwilson-bw.jpg]
Board Committees
»
Audit
»
Compensation
Public Company Boards
»
Eaton Corporation plc (since 2021)
»
Primerica, Inc. (since February 2024)
Career Highlights
Mr. Wilson was vice president, commercial of GE Power, a business of GE, from June 2017 until his retirement in December 2017. From January 2016 to June 2017, he was vice president & chief commercial officer of GE Energy Connections and, from January 2013 to January 2016, he was vice president & chief commercial officer of GE Distributed Power. From July 2008 to January 2013, he was president & CEO of GE Aeroderivative Products. Prior roles also include president & CEO of GE Consumer Products, Europe Middle-east, Africa and India, based in Budapest, Hungary and London, England. He also served as president & CEO of GE Consumer and Industrial, Asia-Pacific and India based in Shanghai, China. Additionally, Mr. Wilson spent 6 years in progressive executive leader roles with British PetroleumNorth America in business operations and regional fuel and lubricant distribution management positions.
Qualifications
Mr. Wilson has extensive leadership and international experience in business operations, commercial management, global manufacturing, mergers and acquisitions and services as a result of his senior leadership roles for a global manufacturer and service provider of power generation, power electronics, distribution, motors, power management, appliances and lighting products. Mr. Wilson has finance and financial markets experience as former chairman of the board of directors, Houston Branch Dallas Federal Reserve Bank and serving on the audit and investment committees on other public and non-profit boards. Mr. Wilson received an MBA in Marketing from Indiana University and a Bachelor of Arts in business administration from Baldwin Wallace College.
Unless you specify otherwise in your voting instructions, your proxy will be voted FOR election of each of the nominees.
[MISSING IMAGE: tm2228016d1-icon_tickpn.gif]
The Board unanimously recommends a vote FOR the election of all nominees.
18NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Business of the Annual Meeting
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS NEXTERA ENERGY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024
The Audit Committee appoints the Company’s independent registered public accounting firm. It has appointed Deloitte & Touche LLP (“Deloitte & Touche”) as the independent registered public accounting firm for the fiscal year ending December 31, 2024 to audit the accounts of the Company and its subsidiaries, as well as to provide its opinion on the effectiveness of the Company’s internal controls over financial reporting. The members of the Audit Committee and the Board believe that the continued retention of Deloitte & Touche as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.
Although ratification is not required, the Board is submitting the selection of Deloitte & Touche to shareholders as a matter of good corporate practice. If shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee, although the Audit Committee may nonetheless decide to continue the retention of Deloitte & Touche as NextEra Energy’s independent registered public accounting firm for 2024. Even if the appointment is ratified, the Audit Committee in its discretion may terminate the service of Deloitte & Touche at any time during the year if it determines that the appointment of a different independent registered public accounting firm would be in the best interests of NextEra Energy and its shareholders. Additional information on audit-related matters may be found on page 35 of this proxy statement.
Representatives of Deloitte & Touche are expected to be present at the annual meeting and will have an opportunity to make a statement and respond to appropriate questions from shareholders at the meeting.
Unless you specify otherwise in your voting instructions, your proxy will be voted FOR ratification of appointment of Deloitte & Touche as NextEra Energy’s independent registered public accounting firm for 2024.
[MISSING IMAGE: tm2228016d1-icon_tickpn.gif]
The Board unanimously recommends a vote FOR ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2024.
NEXTERA ENERGY2024 PROXY STATEMENT19

TABLE OF CONTENTS
Business of the Annual Meeting
PROPOSAL 3: APPROVAL, BY NON-BINDING ADVISORY VOTE, OF NEXTERA ENERGY’S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT
The Company is asking shareholders to cast an advisory vote on the compensation of the Company’s named executive officers (“NEOs”), which is commonly called a “say-on-pay” vote, pursuant to section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although this vote is not binding, it will provide information to the Compensation Committee regarding investor sentiment about the Company’s executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when making future determinations regarding NEO compensation. The Company plans to give shareholders the opportunity to cast an advisory vote on this matter annually. Following the vote on this proposal, the next opportunity will occur in connection with the Company’s 2025 annual meeting.
The Company asks shareholders to approve this proposal by approving the following non-binding resolution:
RESOLVED, that the shareholders of NextEra Energy, Inc. approve, on an advisory basis, the compensation paid to the Company’s NEOs, as disclosed in this proxy statement for the 2024 annual meeting of shareholders, including the Compensation Discussion & Analysis section, the compensation tables and the accompanying narrative discussion, pursuant to the compensation disclosure rules of the Securities and Exchange Commission (Item 402 of Regulation S-K).”
The fundamental objective of NextEra Energy’s executive compensation program is to motivate and reward actions that will increase shareholder value, particularly over the longer term. The Compensation Committee believes the Company’s executive compensation program reflects a strong pay-for-performance philosophy and is well-aligned with the short-term and long-term interests of shareholders and other important Company stakeholders, including customers and employees. A significant portion of each NEO’s total compensation opportunity is performance-based and carries both upside and downside potential.
The Executive Compensation section of this proxy statement, beginning on page 38, provides a detailed discussion of the Company’s compensation program for its NEOs. The discussion reflects our Fall 2023 shareholder outreach program and that NextEra Energy’s compensation program achieves its objectives of incentivizing operational excellence and provides long-term value for shareholders. For example, the chart below compares the Company’s TSR for the 10-year period ended December 31, 2023 to the TSRs of the S&P 500 Electric Utilities Index, the S&P 500 Utilities Index, the UTY, the S&P 500 and the S&P 500 Growth Index. NextEra Energy outperformed all of these indices over the period shown.
NEXTERA ENERGY TOTAL SHAREHOLDER RETURN THROUGH 12/31/2023 VS. VARIOUS INDICES(1)
NEXTERA ENERGY VS. INDICES
10-YEAR TSR
NextEra Energy 267%
S&P 500 Electric Utilities Index, total return 146%
S&P 500 Utilities Index, total return 135%
UTY, total return 133%
S&P 500, total return 211%
S&P 500 Growth Index, total return 250%
(1)
Source: FactSet Research Systems Inc.
Unless you specify otherwise in your voting instructions, your proxy will be voted FOR approval, by non-binding advisory vote, of NextEra Energy’s compensation of its NEOs as disclosed in this proxy statement.
[MISSING IMAGE: tm2228016d1-icon_tickpn.gif]
The Board unanimously recommends a vote FOR approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers, as disclosed in this proxy statement.
20NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Business of the Annual Meeting
PROPOSAL 4: SHAREHOLDER PROPOSAL
The Company has been notified that a shareholder of the Company intends to present a proposal for consideration at the annual meeting. In accordance with Securities and Exchange Commission (“SEC”) regulations, the text of the shareholder proposal and supporting statement appears exactly as received by the Company. The shareholder proposal may contain assertions about the Company or other matters that the Company believes are incorrect, but the Company has not attempted to refute all of those assertions. All statements contained in the shareholder proposal and supporting statement are the sole responsibility of the proponent. The Company disclaims responsibility for the content of the proposal and the supporting statement.
The names of co-filing proponents, if any, and address and stock ownership of the proponent will be furnished upon receipt by the Corporate Secretary of an oral or written request for that information.
Proposal 4Board Matrix
The New York City Employees’ Retirement System has notified the Company that they intend to present the following proposal for consideration at the annual meeting.
RESOLVED: Shareholders of NextEra Energy, Inc. (“NextEra”) request that its Board of Directors (the “Board”) disclose in NextEra’s annual proxy statement each director/nominee’s self-identified gender and race/ethnicity, as well as the defined skills and attributes that are most relevant considering the Company’s overall business, long-term strategy, and risks, particularly with respect to climate change. The requested information shall be presented in matrix format and shall not include any attributes the Board identifies as minimum qualifications for all director candidates (the “Board Matrix”).
SUPPORTING STATEMENT
Investors believe a diverse boardin terms of relevant skills, gender, and race/ethnicityis 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.
NEXTERA ENERGY2024 PROXY STATEMENT21

TABLE OF CONTENTS
Business of the Annual Meeting
[MISSING IMAGE: tm2228016d1-icon_worngpn.gif]
The Board unanimously recommends a vote AGAINST the foregoing proposal for the following reasons:
The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders because the Board has included a matrix, by individual Board member, of each director’s gender and skills and attributes that are most relevant to the Company’s overall business strategy.
Since NextEra Energy has supplemented its disclosure about Board members skills and attributes, the proposal is duplicative of the skills and gender matrix published in this proxy statement.
The Board agrees that a diversity of skills and attributes is a key quality of a well-functioning board and is important information for shareholders. Diverse Board skills and attributes ensure appropriate Board oversight. As such, the Company provides detailed information regarding the Board in its proxy statement and on its website. In this proxy statement, the Company has enhanced its disclosure of Board member skills and gender in a matrix format by current individual director.
The Board has complied with the proposal’s most important request. Supporting this proposal will not result in any substantial increase in information about individual directors.
The Board acts as a collective body, representing the interests of all shareholders. While individual directors leverage their experience and knowledge, Board decisions and perspectives reflect the collective wisdom of the group. The breadth of our disclosures, including the enhancements mentioned above, emphasize the collective strength of our Board and meaningfully addresses the key requests of the proposal.
Unless you specify otherwise in your voting instructions, your proxy will be voted AGAINST Proposal 4.
[MISSING IMAGE: tm2228016d1-icon_worngpn.gif]
For the above reasons, the Board unanimously recommends a vote AGAINST this proposal.
22NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Business of the Annual Meeting
PROPOSAL 5: SHAREHOLDER PROPOSAL
The Company has been notified that a shareholder of the Company intends to present a proposal for consideration at the annual meeting. In accordance with Securities and Exchange Commission (“SEC”) regulations, the text of the shareholder proposal and supporting statement appears exactly as received by the Company. The shareholder proposal may contain assertions about the Company or other matters that the Company believes are incorrect, but the Company has not attempted to refute all of those assertions. All statements contained in the shareholder proposal and supporting statement are the sole responsibility of the proponent. The Company disclaims responsibility for the content of the proposal and the supporting statement.
The names of co-filing proponents, if any, and address and stock ownership of the proponent will be furnished upon receipt by the Corporate Secretary of an oral or written request for that information.
Proposal 5Climate Lobbying Report
CCLA Investment Management Limited has notified the Company that they intend to present the following proposal for consideration at the annual meeting.
WHEREAS: The United Nations Framework Convention on Climate Change states that greenhouse gas emissions must decline by 45 percent from 2010 levels by 2030 to limit global warming to 1.5 degrees Celsius. If that goal is not met, even more rapid reductions, at greater cost, will be required to compensate for the slow start on the path to global net zero emissions1.
Even with the recent passage of the Inflation Reduction Act, critical gaps remain between Nationally Determined Contributions set by the US government and the actions required to prevent the worst effects of climate change. Domestically and internationally, companies have an important and constructive role to play in enabling policymakers to close these gaps. Corporate lobbying that is inconsistent with the Paris Agreement presents increasingly material risks to companies and their shareholders, as delays in emissions reductions undermine political stability, damage infrastructure, impair access to finance and insurance, and exacerbate health risks and costs. Further, companies face increasing reputational risks from consumers, investors, and other stakeholders if they appear to delay or block effective climate policy. Of particular concern are trade associations and other politically active organizations that say they speak for business but too often present forceful obstacles to addressing the climate crisis.
The latest Climate Action 100+ benchmark indicates that NextEra Energy, Inc’s (“NextEra”) Real Zero by 2045 goal and its medium-/short-term emissions reduction targets meet all the disclosure framework criteria, but NextEra’s climate policy engagement does not meet any of the disclosure framework criteria2.
RESOLVED: Shareholders of NextEra Energy, Inc (“NextEra”) request that the Board of Directors report to shareholders (at reasonable cost, omitting confidential and proprietary information) on its framework for identifying and addressing misalignments between NextEra’s lobbying and policy influence activities and positions, both direct and indirect through trade associations, coalitions, alliances, and other organizations (“Associations”), and its Real Zero goal. The report should address the criteria used to assess alignment; the escalation strategies used to address misalignments; and the circumstances under which escalation strategies are used (e.g., timeline, sequencing, degree of influence over an Association).
SUPPORTING STATEMENT: The Company’s previously published climate lobbying report does not address the concerns of investors adequately. The proponents believe this request is generally consistent with the investor expectations described in the Global Standard on Responsible Climate Lobbying, and that this Standard is a useful resource for implementation3.
InfluenceMap assesses climate policy engagement alignment for the Climate Action 100+ benchmark. NextEra’s June 2022 review of their trade associations scored 0 out of 100, and accuracy of direct and indirect climate policy engagement disclosure does not meet any of the latest benchmark criteria4.
1
https://unfccc.int/news/updated-ndc-synthesis-report-worrying-trends-confirmed
2
https://www.climateaction100.org/company/nextera-energy-inc/
3
https://climate-lobbying.com/wp-content/uploads/2022/03/2022_global-standard-responsible-climate- lobbying_APPENDIX.pdf
4
https://ca100.influencemap.org/livescorecard/NextEra-Energy-Scorecard-37266
NEXTERA ENERGY2024 PROXY STATEMENT23

TABLE OF CONTENTS
Business of the Annual Meeting
[MISSING IMAGE: tm2228016d1-icon_worngpn.gif]
The Board unanimously recommends a vote AGAINST the foregoing proposal for the following reasons:
The Board believes that adopting the proposal would not be in the best interests of the Company or its shareholders.
The Company recently published a Trade Association Lobbying Report.
The report, which the Company believes satisfies the shareholder proposal, is available at www.investor.nexteraenergy.com/corporate-governance. The Company has made a reasonable effort to make the disclosures sought by the proponent and plans to update the report to reflect any material changes in lobbying strategy.
NextEra Energy’s existing lobbying and political expenditure disclosures and sustainability reporting provide all the material information needed by investors to evaluate the extent and scope of our lobbying efforts.
The report requested by the proposal would be duplicative and unnecessary. The Company’s 2023 Sustainability Report(1) provides extensive detail on the Company’s leadership to an emissions free U.S. electric sector built on low-cost renewables and various forms of energy storage. The Company’s entire business strategy centers on delivering low-cost clean energy to the U.S. electricity sector and to other industries with significant greenhouse gas emissions. The Company’s lobbying activities are aligned with this commitment. As such, the requested report is unnecessary and does nothing to advance further the Company’s leadership in renewable energy development and commissioning.
NextEra Energy’s trade association membership is subject to oversight processes to ensure alignment with the Company’s sustainability objectives.
The Company’s political engagement policy has oversight processes that provide for annual review of trade association memberships by the Company’s Vice President, Government AffairsFederal. That officer has the responsibility to ensure proper alignment of the Company’s trade association activities with the objectives of the Company. The policy also requires that any policy positions that may be in conflict with the Company’s strategy and objectives are reviewed with the Company’s chairman to ensure that participation in these organizations continues to provide an overall benefit to the Company.
NextEra Energy believes its lobbying efforts present opportunities to advance its long-term goals and significantly benefits its shareholders and customers.
Given the robust disclosure of the Company’s lobbying efforts, the Board believes the report requested by the proposal would be an unnecessary, duplicative and unproductive use of the Company’s time and resources.
Unless you specify otherwise in your voting instructions, your proxy will be voted AGAINST proposal 5.
[MISSING IMAGE: tm2228016d1-icon_worngpn.gif]
For the above reasons, the Board unanimously recommends a vote AGAINST this proposal.
(1)
See the Company’s 2023 Sustainability Report, available at https://www.nexteraenergy.com/sustainability.html.
24NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Information About NextEra Energy and Management
THE COMPANY’S SECURITY TRADING POLICY
The Company’s Security Trading Policy (the “Trading Policy”) applies to all directors, officers and employees (collectively, referred to as “insiders” in the Trading Policy) of the Company. In October 2023, the anti-trading policy within the Trading Policy was amended to remove the Chief Legal Officer’s express authority to waive the policy in the limited circumstances specified in the policy. Additionally, the Trading Policy prohibits hedging transactions with respect to securities of the Company. The Trading Policy provides in relevant part as follows:
Additional Prohibited Transactions. The Company considers it improper and inappropriate for any Company insider to engage in short-term or speculative transactions in the Company’s securities. It therefore is the Company’s policy that insiders may not engage in any of the following transactions: … Hedging Transactions. Certain forms of hedging or monetization transactions with respect to the Company’s securities, such as prepaid variable forwards, equity swaps and collars, allow an insider to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the insider to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the insider may no longer have the same objectives as the Company’s other shareholders. Therefore, these transactions are prohibited under this Policy….”
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the beneficial ownership of NextEra Energy common stock as of December 31, 2023 by the only persons known by the Company to own beneficially more than 5% of the outstanding shares of the Company’s common stock based on shares outstanding as of March 26, 2024.
NAME AND ADDRESS
OF BENEFICIAL OWNER
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP
PERCENT OF CLASS
The Vanguard Group(1)
100 Vanguard Blvd.
Malvern, PA 19355
198,664,863 9.7%
BlackRock, Inc.(2)
55 East 52nd Street
New York, NY 10055
151,490,645 7.4%
State Street Corporation(3)
State Street Financial Center
One Lincoln Street
Boston, MA 02111
116,304,947 5.75%
(1)
This information has been derived from a statement on Schedule 13G of The Vanguard Group, filed with the SEC on February 13, 2024. As of December 31, 2023, The Vanguard Group, an investment adviser, reported that it had sole dispositive power with respect to 188,983,287 shares reported as beneficially owned, shared dispositive power with respect to 9,681,576 shares reported as beneficially owned, shared voting power as to 3,492,715 shares reported as beneficially owned and no shares with sole voting power.
(2)
This information has been derived from a statement on Schedule 13G/A of BlackRock, Inc., filed with the SEC on February 13, 2024. As of December 31, 2023, BlackRock, Inc., a parent holding company, reported that it had sole dispositive power with respect to all of the shares reported as beneficially owned and sole voting power as to 138,638,766 of such shares and no shares with shared voting or dispositive power.
(3)
This information has been derived from a statement on Schedule 13G/A of State Street Corporation, filed with the SEC on January 29, 2024. As of December 31, 2023, State Street Corporation, a parent holding company, reported that it had shared dispositive power with respect to 116,003,650 shares reported as beneficially owned, shared voting power with respect to 76,368,218 shares reported as beneficially owned and no sole voting or dispositive power.
NEXTERA ENERGY2024 PROXY STATEMENT25

TABLE OF CONTENTS
Information About NextEra Energy and Management
The table below shows the number of shares of NextEra Energy common stock beneficially owned as of March 26, 2024 by each of NextEra Energy’s directors and NEOs and by all directors, director nominees and executive officers as a group. As of March 26, 2024, all directors, director nominees and executive officers as a group beneficially owned less than 1% of NextEra Energy common stock. No shares are pledged as security.
COMMON STOCK BENEFICIALLY OWNED
NAME
SHARES OWNED(1)
SHARES WHICH
MAY BE ACQUIRED
WITHIN 60 DAYS(2)
TOTAL SHARES
BENEFICIALLY
OWNED(3)
PHANTOM/
DEFERRED
SHARES(4)
Nicole S. Arnaboldi 8,441 8,441 9,720
Sherry S. Barrat 105,531 11,143 116,674 47,975
James L. Camaren 161,620 161,620 32,297
Terrell Kirk Crews II 45,203 59,050 104,253 4,448
Kenneth B. Dunn 82,260 82,260
Naren K. Gursahaney 25,368 25,368 18,577
Kirk S. Hachigian 93,525 93,525
Maria G. Henry 4,230 4,230
John W. Ketchum 234,930 756,988 991,918 23,162
Rebecca J. Kujawa 150,027 268,726 418,753 6,841
Amy B. Lane 24,540 24,540 23,022
Armando Pimentel, Jr. 158,021 578,894 736,915 389
David L. Porges 40,756 40,756 13,824
Charles E. Sieving 229,223 271,240 500,463 31,593
Dev Stahlkopf 4,790 4,790
John A. Stall 13,834 13,834
Darryl L. Wilson 18,326 18,326 1,001
All directors, director nominees and executive officers as a group (18 persons)
1,598,992 2,114,328 3,713,320 223,201
(1)
Includes shares of restricted stock (performance-based for executive officers) for Messrs. Ketchum (57,867), Crews (18,202), Pimentel (36,807) and Sieving (25,493), Mrs. Kujawa (65,684), as well as for Mrs. Barrat (31,200) and Mr. Camaren (12,800), and a total of 358,813 shares of restricted stock for all directors and executive officers as a group. The holders of such shares of restricted stock have voting power, but not dispositive power.
(2)
Includes, for executive officers, shares which may be acquired as of or within 60 days after March 26, 2024, upon the exercise of stock options and, for directors, shares payable under the Company’s Deferred Compensation Plan, amended and restated effective January 1, 2003 (the “Frozen Deferred Compensation Plan”) or the NextEra Energy, Inc. Deferred Compensation Plan effective January 1, 2005, as amended and restated through February 11, 2016, as amended (the “Successor Deferred Compensation Plan”), the receipt of which has been deferred until the first day of the month after termination of service as a Board member. The Frozen Deferred Compensation Plan and the Successor Deferred Compensation Plan are collectively referred to as the “Deferred Compensation Plan.”
(3)
Represents the total number of shares listed under the columns “Shares Owned” and “Shares Which May Be Acquired Within 60 Days.” Under SEC rules, beneficial ownership as of any date includes any shares as to which a person, directly or indirectly, has or shares voting power or dispositive power and also any shares as to which a person has the right to acquire such voting or dispositive power as of or within 60 days after such date through the exercise of any stock option or other right.
(4)
Includes phantom shares under the FPL Group, Inc. Supplemental Executive Retirement Plan, amended and restated effective April 1, 1997 (the “Frozen SERP”), and the NextEra Energy, Inc. (f/k/a FPL Group, Inc.) Supplemental Executive Retirement Plan, amended and restated effective January 1, 2005 (the “Restated SERP”). The Frozen SERP and the Restated SERP are collectively referred to as the “SERP.”
26NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Corporate Governance and Board Matters
CORPORATE GOVERNANCE PRINCIPLES & GUIDELINES/CODE OF ETHICS
The Board has adopted the Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions and other policies for the Company’s governance. NextEra Energy has adopted a Code of Business Conduct & Ethics applicable to all representatives of NextEra Energy and its subsidiaries, including directors, officers and employees, as well as a Code of Ethics for Senior Executive and Financial Officers (“Senior Code”), which applies to certain senior executive officers. These documents are available on the Company’s website at www.investor.nexteraenergy.com/corporate-governance. Any amendments or waivers of the Senior Code will be disclosed at this website address.
DIRECTOR INDEPENDENCE
The Board conducts an annual review regarding the independence from the Company’s management of each of its members and, in addition, assesses the independence of any new member at the time that the new member is considered for appointment or nomination for election to the Board. In assessing independence, the Board considers all relevant facts and circumstances and the standards established by the New York Stock Exchange (“NYSE”) and also set forth or referred to in the Governance Guidelines. The NYSE standards and the Governance Guidelines require that NextEra Energy have a majority of independent directors and that the Board must affirmatively determine that each director has no material relationship with the Company in order to determine that the director is independent. Material relationships for this purpose may include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.
Based on its review, the Board determined that Nicole S. Arnaboldi, Sherry S. Barrat, James L. Camaren, Kenneth B. Dunn, Naren K. Gursahaney, Kirk S. Hachigian, Maria G. Henry, Amy B. Lane, David L. Porges, Dev Stahlkopf, John A. Stall and Darryl L. Wilson, constituting all 12 non-employee directors, are independent under the NYSE standards and the Governance Guidelines.
In determining that Mr. Camaren is independent, the Board considered that a NextEra Energy subsidiary has employed Mr. Camaren’s son-in-law since 2021 in a non-executive business role, for a total compensation in 2023 of approximately $159,000.
BOARD LEADERSHIP STRUCTURE
The Board believes that the decision as to who should serve as chairman and as chief executive officer (“CEO”) and whether the offices should be combined or separate is properly the responsibility of the Board to be exercised from time to time in appropriate consideration of the Company’s then-existing characteristics or circumstances. In view of the Company’s operating record, including its role as a national leader in renewable energy generation, and the operational and financial opportunities and challenges faced by the Company, the Board’s judgment is that the functioning of the Board is generally best served by maintaining a structure of having one individual serve as both chairman and CEO. The Board believes that having a single person acting in the capacities of chairman and CEO promotes unified leadership and direction for the Board and executive management and allows for a single, clear focus for the chain of command to execute the Company’s strategic initiatives and business plans and to address its challenges. However, in certain circumstances, such as the transition from one CEO to another, the Board believes that it may be appropriate for the roles of the CEO and the chairman to be separated.
The Board has an independent Lead Director selected by and from the independent directors (with strong consideration given to present and past committee chairs). The Lead Director serves a two-year term commencing on the date of the Company’s annual meeting of shareholders. Unless the independent directors determine otherwise due to particular circumstances, no director will serve as the Lead Director for more than one two-year term on a consecutive basis. Sherry S. Barrat currently serves as the Lead Director, having been appointed initially in May 2020 and reappointed in May 2022 in order to promote an effective and orderly CEO succession and transition. Mrs. Barrat is not standing for re-election having reached retirement age. The Governance & Nominating Committee has recommended that the Board appoint Ms. Lane to succeed Mrs. Barrat as the Lead Director upon Mrs. Barrat’s retirement on the date of the annual meeting, and the Board will act upon that recommendation no later than the annual meeting date.
NEXTERA ENERGY2024 PROXY STATEMENT27

TABLE OF CONTENTS
Corporate Governance and Board Matters
The Lead Director has the following duties and authorities:
»
act, on a non-exclusive basis, as liaison between the independent directors and the chairman;
»
approve the Board agenda and information sent to the Board;
»
preside at Board meetings in the absence of the chairman and chair executive sessions of the non-management directors;
»
approve meeting schedules to assure that there is sufficient time for discussion of all agenda items;
»
call executive sessions of the independent directors;
»
if requested by major shareholders, be available, when appropriate, for consultation and direct communication consistent with the Company’s policies regarding communications with shareholders;
»
communicate Board member feedback to the CEO; and
»
have such other duties as may from time to time be assigned by the Board.
The Board believes that having an independent Lead Director, regular Board and committee executive sessions, a substantial majority of independent directors and the corporate governance structures and processes described in this proxy statement allow the Board to maintain effective oversight of management.
BOARD ROLE IN RISK OVERSIGHT
The Board discharges its risk oversight responsibilities primarily through its committees. The Board exercises its role in risk oversight in a variety of ways, including the following:
[MISSING IMAGE: tm2228016d1-bx_auditpn.gif]
[MISSING IMAGE: tm2228016d1-bx_fininvespn.gif]
[MISSING IMAGE: tm2228016d1-bx_nuclearpn.gif]
[MISSING IMAGE: tm2228016d1-bx_compenpn.gif]
[MISSING IMAGE: ic_governancenomini-ko.gif]
AUDIT
COMMITTEE
FINANCE & INVESTMENT
COMMITTEE
NUCLEAR
COMMITTEE
COMPENSATION
COMMITTEE
GOVERNANCE &
NOMINATING
COMMITTEE
»
Oversees the integrity of the Company’s financial statements, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function and the Company’s accounting and financial reporting processes
»
Oversees compliance with legal and regulatory requirements
»
Discusses with management the Company’s policies with respect to risk assessment and risk management
»
Reviews and discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures
»
Ensures that risks identified from time to time as major risks are reviewed by the Board or a Board committee
»
Reviews and monitors the Company’s financing plans
»
Reviews and makes recommendations regarding the Company’s dividend policy
»
Reviews risk management activities and exposures related to the Company’s energy trading and marketing operations
»
Reviews the Company’s major insurance lines
»
Oversees the risks associated with financing strategy, financial policies and the use of financial instruments, including derivatives
»
Reviews the safety, reliability and quality of nuclear operations
»
Reviews reports issued by external oversight groups
»
Reviews the Company’s long-term strategies and plans related to its nuclear operations
»
Oversees compensation-related risks, including annually reviewing management’s assessment of risks related to employee compensation programs
»
Oversees the compensation risk mitigation practices and controls that the Company has in place
»
Oversees board composition, refreshment and diversity
»
Annual review of political contributions and trade association memberships
»
Provides political engagement oversight
»
Makes recommendations to the Board on the business of the Annual Meeting of Shareholders
28NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Corporate Governance and Board Matters
NextEra Energy’s CEO, as the Company’s chief risk officer, together with other members of the Company’s senior management team, oversees the execution and monitoring of the Company’s risk management policies and procedures. NextEra Energy’s management maintains a number of risk oversight committees that assess operational and financial risks throughout the Company. NextEra Energy also has a Corporate Risk Management Committee, composed of senior executives, that assesses the Company’s strategic risks and the strategies employed to mitigate those risks. The Board committees discussed above meet periodically with the Company’s senior management team to review the Company’s risk management practices and key findings. Additionally, the Board’s role in oversight of sustainability issues is discussed in more detail on page 7.
BOARD EVALUATIONS
Each year the Board engages in a self-evaluation process which is conducted by the Governance & Nominating Committee. Members of the Board are surveyed to assess the effectiveness of the Board’s membership and oversight processes and to solicit input from members of the Board for improvements to the Board’s functions. With the input of the Governance & Nominating Committee, recommendations from Board members are incorporated into Board processes and Board agenda topics. This annual self-evaluation process ensures that the Board periodically considers improvements to Board processes and procedures.
DIRECTOR MEETINGS AND ATTENDANCE
The Board and its committees meet on a regular schedule and hold special meetings from time to time. Executive sessions of the independent directors are scheduled in the agenda for each regularly scheduled Board meeting. The Board met fourteen times in 2023. Each current director attended at least 98% of the total number of Board meetings and meetings of the committees on which he or she served during 2023. Absent circumstances that cause a director to be unable to attend the Board meeting held in conjunction with the annual meeting of shareholders, Board members are required to attend the annual meeting of shareholders. All current directors attended the 2023 annual meeting of shareholders, except for Director Dunn who was unable to attend due to personal matters.
BOARD COMMITTEES
The standing committees of the Board are:
[MISSING IMAGE: tm2228016d1-fc_committepn.jpg]
The committees regularly report their activities and actions to the full Board, generally at the next Board meeting following the committee meeting. Executive sessions are held after each regularly-scheduled committee meeting (other than quarterly earnings review meetings of the Audit Committee) and are chaired by the committee chairs. Each of the committees operates under a charter approved by the Board and each committee (other than the Executive Committee) conducts an annual self-evaluation of its performance. Current copies of the committee charters are available on the Company’s website at www.investor.nexteraenergy.com/corporate-governance. The current membership and primary functions of the committees are described below.
NEXTERA ENERGY2024 PROXY STATEMENT29

TABLE OF CONTENTS
Corporate Governance and Board Matters
AUDIT COMMITTEE
Meetings in 2023: 8
[MISSING IMAGE: ph_gursahaney-bw.jpg]
Members
»
Naren K. Gursahaney (Chair)
»
Nicole S. Arnaboldi
»
Kenneth B. Dunn
»
Dev Stahlkopf
»
John A. Stall
»
Darryl L. Wilson
Primary Responsibilities
»
Appoints the Company’s independent registered public accounting firm and approves all permitted services to be performed by the firm
»
Reviews the independent registered public accounting firm’s qualifications, performance and independence
»
Approves the engagement of any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services
»
Assists the Board in overseeing the integrity of the Company’s financial statements and compliance with legal and regulatory requirements
»
Assists the Board in overseeing the performance of the Company’s internal audit function, the accounting and financial reporting processes of the Company and audits of the Company’s financial statements
»
 Establishes procedures for the receipt, retention and treatment of complaints and concerns received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters
Qualifications
»
All members are independent and financially literate under applicable NYSE and SEC requirements
»
Mr. Gursahaney is an audit committee financial expert under the definition provided by the SEC
COMPENSATION COMMITTEE
Meetings in 2023: 6
[MISSING IMAGE: ph_kirkhachigian-bw.jpg]
Members
»
Kirk S. Hachigian (Chair)
»
Sherry S. Barrat
»
James L. Camaren
»
Dev Stahlkopf
»
Darryl L. Wilson
Primary Responsibilities
»
Reviews and approves corporate goals and objectives relevant to the compensation of the CEO and the other executive officers
»
Evaluates the performance of the CEO in light of those goals and objectives, approves the compensation of the CEO and the other executive officers, approves any compensation-related agreements for the CEO and the other executive officers and makes recommendations to the Board with respect to the non-employee directors’ compensation
»
Oversees the preparation of the Compensation Discussion & Analysis section of this proxy statement and approves the Compensation Committee Report
»
Reviews the results of the Company’s shareholder advisory vote on the compensation of the NEOs, makes recommendations to the Board with respect to incentive compensation plans and other equity-based plans and administers the Company’s annual and long-term incentive plans and non-employee directors stock plan
»
Retains, and assesses the independence of, any outside compensation consultants engaged to assist in the evaluation of executive compensation
Qualifications
»
All members meet the NYSE standards for independence
GOVERNANCE & NOMINATING COMMITTEE
Meetings in 2023: 6
[MISSING IMAGE: ph_amylane-bw.jpg]
Members
»
Amy B. Lane (Chair)
»
Sherry S. Barrat
»
Naren K. Gursahaney
»
Kirk S. Hachigian
»
David L. Porges
Primary Responsibilities
»
Reviews the size and composition of the Board, identifies and evaluates potential nominees for election to the Board and recommends candidates for all directorships to be elected by shareholders or appointed by the Board
»
Reviews the Governance Guidelines, the Related Person Transactions Policy and the content of the Code of Business Conduct & Ethics and the Senior Code and recommends any proposed changes to the Board
»
Oversees the evaluation of the Board
»
Makes recommendations to the Board regarding the business of the annual meeting of shareholders, as well as with respect to shareholder proposals that may be considered at the annual meeting
»
Annual review of political contributions and trade association memberships
Qualifications
»
All members meet the NYSE standards for independence
30NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Corporate Governance and Board Matters
FINANCE & INVESTMENT COMMITTEE
Meetings in 2023: 7
[MISSING IMAGE: ph_davidporges-bwlr.jpg]
Members
»
David L. Porges (Chair)
»
Nicole S. Arnaboldi
»
James L. Camaren
»
Kenneth B. Dunn
»
Maria G. Henry
»
Amy B. Lane
Primary Responsibilities
»
Reviews and monitors the Company’s financing plans
»
Reviews and makes recommendations to the Board regarding the Company’s dividend policy
»
Reviews the Company’s risk management activities and exposures related to its energy trading and marketing operations
»
Reviews certain proposed capital expenditures
»
Reviews the performance of the Company’s pension, nuclear decommissioning and other investment funds
Qualifications
»
All members meet the NYSE standards for independence
NUCLEAR COMMITTEE
Meetings in 2023: 4
[MISSING IMAGE: ph_johnstall-bw.jpg]
Members
»
John A. Stall (Chair)
»
John W. Ketchum
Primary Responsibilities
»
Meets with senior members of the Company’s nuclear division
»
Reviews the operation of the Company’s nuclear division and makes reports and recommendations to the Board with respect to such matters
»
Reviews, among other matters, the safety, reliability and quality of the Company’s nuclear operations and the Company’s long-term strategies and plans for its nuclear operations
Qualifications
»
Mr. Stall meets the NYSE standards for independence
EXECUTIVE COMMITTEE
Meetings in 2023: 0
[MISSING IMAGE: ph_johnketchumsm-bw.jpg]
Members
»
John W. Ketchum (Chair)
»
Sherry S. Barrat
»
Naren K. Gursahaney
»
Kirk S. Hachigian
»
Amy B. Lane
»
David L. Porges
Primary Responsibilities
»
Provides an efficient means of considering such matters and taking such actions as may require the attention of the Board or the exercise of the Board’s powers or authorities when the Board is not in session
CONSIDERATION OF DIRECTOR NOMINEES
Proxy access shareholder nominees
The Bylaws permit a shareholder, or a group of up to 20 shareholders, owning continuously for at least three years shares of NextEra Energy representing an aggregate of at least 3% of the Company’s outstanding shares to nominate and include in the Company’s proxy materials director nominees for up to 20% of the current membership of the Board or two directorships, whichever is greater, provided that the shareholder(s) and nominee(s) satisfy the requirements in the Bylaws. Notice of proxy access director nominees for the 2025 annual meeting of shareholders should be addressed to:
The Corporate Secretary
NextEra Energy, Inc.
P.O. Box 14000
700 Universe Boulevard
Juno Beach, Florida 33408-0420
NEXTERA ENERGY2024 PROXY STATEMENT31

TABLE OF CONTENTS
Corporate Governance and Board Matters
and must be received no earlier than November 2, 2024 and no later than the close of business on December 2, 2024. A copy of the Bylaws containing the complete proxy access requirements is available on NextEra Energy’s website at www.investor.nexteraenergy.com/corporate-governance.
Other shareholder nominees
The policy of the Governance & Nominating Committee is to consider properly submitted shareholder nominations of candidates for membership on the Board. Shareholder nominations are reviewed in the same manner as candidates identified by or recommended to the Governance & Nominating Committee. Any shareholder nominations proposed for consideration by the Governance & Nominating Committee should include the nominee’s name and qualifications for Board membership, should include all information that the Bylaws require for director nominations and should be addressed to:
The Corporate Secretary
NextEra Energy, Inc.
P.O. Box 14000
700 Universe Boulevard
Juno Beach, Florida 33408-0420
A copy of the Bylaws is available on NextEra Energy’s website at www.investor.nexteraenergy.com/corporate-governance. In order for nominations to be timely under the advance notice requirements of the Bylaws for the 2025 annual meeting, they must be received no earlier than January 23, 2025 and no later than February 22, 2025.
COMMUNICATIONS WITH THE BOARD
The Board has established procedures by which shareholders and other interested parties may communicate with the Board, any Board committee, the Lead Director and any one or more of the other directors. Such parties may write to one or more of the directors:
c/o the Chief Legal Officer
NextEra Energy, Inc.
P.O. Box 14000
700 Universe Boulevard
Juno Beach, Florida 33408-0420
or send an e-mail to: boardofdirectors@nexteraenergy.com. They may also contact any member of the Audit Committee with a concern under the Code of Business Conduct & Ethics by calling 561-694-4644.
The Board has instructed the Chief Legal Officer to assist the Board in reviewing all written communications to the Board, any Board committee or any director as follows:
»
Complaints or similar communications regarding accounting, internal accounting controls or auditing matters will be handled in accordance with the NextEra Energy, Inc. and Subsidiaries Procedures for Receipt, Retention and Treatment of Complaints and Concerns Regarding Accounting, Internal Accounting Controls or Auditing Matters.
»
All other legitimate communications related to the duties and responsibilities of the Board or any committee will be promptly forwarded by the Chief Legal Officer to the applicable directors, including, as appropriate under the circumstances, to the chairman of the Board, the Lead Director and/or the appropriate committee chair.
»
All other shareholder, customer, vendor, employee and other complaints, concerns and communications will be handled by management with Board involvement as advisable with respect to those matters that management reasonably concludes to be significant.
Communications that are of a personal nature or not related to the duties and responsibilities of the Board, are unduly hostile, threatening, illegal or similarly inappropriate or unsuitable, are conclusory or vague in nature, or are surveys, junk mail, resumes, service or product inquiries or complaints, or business solicitations or advertisements, generally will not be forwarded to any director unless the director otherwise requests or the Chief Legal Officer determines otherwise.
WEBSITE DISCLOSURES
NextEra Energy will disclose the following matters, if such matters should occur, on its website at www.investor.nexteraenergy.com/corporate-governance:
32NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Corporate Governance and Board Matters
»
any contributions by NextEra Energy to tax exempt organizations of which a director of the Company serves as an executive officer exceeding the greater of $1,000,000 or 2% of the organization’s revenues in any single fiscal year during the past three fiscal years; and
»
any Board determination that service by a member of the Company’s Audit Committee on the audit committees of more than three public companies does not impair the ability of that individual to serve effectively on the Company’s Audit Committee.
TRANSACTIONS WITH RELATED PERSONS
In 2007, the Board adopted a Related Person Transactions Policy (the “Policy”) for the review and approval of Related Person Transactions by the Governance & Nominating Committee. Transactions and series of transactions exceeding $120,000 in any fiscal year involving the Company and in which any Related Person has a direct or indirect material interest are governed by the Policy. Related Persons under the Policy are executive officers, directors and nominees for director of NextEra Energy, any beneficial owner of more than 5% of any class of NextEra Energy’s voting securities and any immediate family member of any of the foregoing persons.
In considering whether to approve a Related Person Transaction, the Governance & Nominating Committee (or its Chair, to whom authority has been delegated under certain circumstances) considers such factors as it (or the Chair) deems appropriate, which may include:
(1)
the Related Person’s relationship to NextEra Energy and interest in the transaction;
(2)
the material facts of the proposed Related Person Transaction, including the proposed value of such transaction or, in the case of indebtedness, the principal amount that would be involved;
(3)
the benefits to NextEra Energy and its shareholders of the Related Person Transaction; and
(4)
an assessment of whether the Related Person Transaction is on terms that are comparable to the terms that would be available to an unrelated third party.
The Policy provides for standing approval for certain categories of Related Person Transactions without the need for specific approval by the Governance & Nominating Committee. These categories include:
(1)
certain transactions with other companies where the Related Person’s only relationship is as an employee (other than an executive officer), partner or principal, if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of the other company’s gross annual revenues in its most recently-completed fiscal year, and
(2)
charitable contributions, grants or endowments by NextEra Energy to charitable organizations, foundations or universities with which a Related Person’s only relationship is as an employee (other than an executive officer) or a trustee, if the aggregate amount involved does not exceed the lesser of $500,000 or 2% of the charitable organization’s total annual receipts in its most recently completed fiscal year.
During 2023, three providers of investment management and administrative services to the Company were beneficial owners of more than 5% of NextEra Energy’s outstanding common stock. The nature and value of services provided by these 5% shareholders and their affiliates are described below:
»
BlackRock provided investment management services to the NextEra Energy, Inc. Employee Pension Plan and the Employee Retirement Savings Plan, money market fund management services to NextEra Energy subsidiaries, investment services to the decommissioning trust funds for the Duane Arnold and Point Beach nuclear plants and cash management fees; it received fees of approximately $1.0 million for such services in 2023;
»
State Street provided investment management and administrative services to the NextEra Energy, Inc. Employee Pension Plan and Employee Retirement Savings Plan and investment services to the decommissioning trust funds for FPL, Duane Arnold, Point Beach and Seabrook nuclear plants; it received fees of approximately $0.6 million for such services in 2023; and
»
Vanguard provided investment management and administrative services to the NextEra Energy, Inc. Employee Retirement Savings Plan and received fees of approximately $0.9 million for such services in 2023.
NEXTERA ENERGY2024 PROXY STATEMENT33

TABLE OF CONTENTS
Corporate Governance and Board Matters
During 2023, the adult son-in-law of Mr. James L. Camaren was employed as a Sr. Financial Analyst in the Company’s Financial Planning and Analysis Group. His total compensation for 2023 was approximately $159,000 and he was eligible for Company benefits available to all other employees in a similar position.
During 2023, the adult brother-in-law of Mr. Michael Dunne, a Company officer, was a partner in the law firm of Kirkland & Ellis LLP (“Kirkland & Ellis”) and a Company subsidiary paid Kirkland & Ellis approximately $0.2 million for legal services in connection with real estate and environmental matters and legal disputes regarding transmission assets.
During 2023, the husband of Mrs. Nicole Daggs, a Company officer, was a partner in the law firm of Heise Suarez Melville, PA (“Heise”) and Company subsidiaries paid Heise approximately $1.1 million for legal services related to litigation matters.
34NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Audit-Related Matters
AUDIT COMMITTEE REPORT
The Audit Committee submits the following report for 2023:
In accordance with the written Audit Committee Charter, the Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. During 2023, the Audit Committee met eight times, including four meetings where, among other things, the Audit Committee discussed the interim financial information contained in each quarterly earnings announcement with the chief financial officer, the chief accounting officer and the independent registered public accounting firm prior to public release.
In discharging its oversight responsibility as to the audit process, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the firm’s independence. The Audit Committee has reviewed any relationships that may affect the objectivity and independence of the independent registered public accounting firm and has satisfied itself as to the firm’s independence. The Audit Committee also discussed with management, the internal auditors and the independent registered public accounting firm the quality and adequacy of the Company’s internal controls and the internal audit function’s organization, responsibilities, resources and staffing. The Audit Committee reviewed with both the independent registered public accounting firm and the internal auditors their audit plans, audit scope and identification of audit risks.
The Audit Committee discussed and reviewed with the independent registered public accounting firm all communications required by generally accepted auditing standards, including those required to be discussed by PCAOB Auditing Standard No. 1301, “Communications with Audit Committees,” and discussed and reviewed the results of the firm’s audit of the financial statements. The Audit Committee also discussed the results of the internal audit examinations.
The Audit Committee reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2023 with management and the independent registered public accounting firm. Management has the responsibility for the preparation of the Company’s financial statements and the independent registered public accounting firm has the responsibility for the audit of those statements.
Based on the above-mentioned review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC.
In addition, and in accordance with the Audit Committee Charter, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm management’s internal control report, management’s assessment of the internal control structure and procedures of the Company for financial reporting and the independent registered public accounting firm’s opinion on the effectiveness of the Company’s internal control over financial reporting, all as required to be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
As specified in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles. These are the responsibilities of the Company’s independent registered public accounting firm and management. In discharging its duties, the Audit Committee has relied on (1) management’s representations to us that the financial statements prepared by management have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles and (2) the report of the independent registered public accounting firm with respect to such financial statements.
Respectfully submitted,
THE AUDIT COMMITTEE
[MISSING IMAGE: ph_gursahaney-bw.jpg]
[MISSING IMAGE: ph_nicolesarnaboldi-bwlr.jpg]
[MISSING IMAGE: ph_kennethbdunn-bw.jpg]
[MISSING IMAGE: ph_devstahlkopf-bw.jpg]
[MISSING IMAGE: ph_johnstall-bw.jpg]
[MISSING IMAGE: ph_darrylwilson-bw.jpg]
Naren K. Gursahaney,
Chair
Nicole S. Arnaboldi
Kenneth B. Dunn
Dev Stahlkopf
John A. Stall
Darryl L. Wilson
NEXTERA ENERGY2024 PROXY STATEMENT35

TABLE OF CONTENTS
Audit-Related Matters
FEES PAID TO DELOITTE & TOUCHE
The following table presents fees billed for professional services rendered by Deloitte & Touche, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates, for the fiscal years ended December 31, 2023 and 2022.
DELOITTE & TOUCHE FEES
2023
($)
2022
($)
Audit fees(1) 7,423,000 6,965,000
Audit-related fees(2) 3,372,000 3,504,000
Tax fees(3) 860,000 1,120,000
All other fees(4) 235,000 285,000
Total Fees 11,890,000 11,874,000
(1)
Audit fees consist of fees billed for professional services rendered for the audit of NextEra Energy’s and FPL’s annual consolidated financial statements for the fiscal year, the reviews of the financial statements included in NextEra Energy’s and FPL’s Quarterly Reports on Form 10-Q filed during the fiscal year, the audit of the effectiveness of internal control over financial reporting, and the issuance of comfort letters and consents.
(2)
Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of NextEra Energy’s and FPL’s consolidated financial statements and are not reported under “Audit Fees.” These fees primarily related to audits of subsidiary financial statements, consultations on transactions and financial systems pre-implementation internal control assessments.
(3)
Tax fees consist of fees billed for professional services rendered for tax compliance and tax advice and planning. These fees primarily related to research and development tax credit advice and planning services.
(4)
All other fees consist of fees for products and services other than the services reported under the other named categories. In 2023, these fees relate to training and advisory services for IT job architecture and skills descriptions and, in 2022, these fees relate to training and advisory services for Human Resources optimization.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In accordance with the requirements of Sarbanes-Oxley, the Audit Committee Charter and the Audit Committee’s pre-approval policy for services provided by the independent registered public accounting firm, all services performed by Deloitte & Touche are approved in advance by the Audit Committee. Permitted services specifically identified in an appendix to the pre-approval policy for which the fee is expected to be $500,000 or less are pre-approved by the Audit Committee each year. This pre-approval allows management to obtain the specified permitted services on an as-needed basis during the year, provided any such services are reviewed with the Audit Committee at its next regularly scheduled meeting. Any permitted service for which the fee is expected to exceed $500,000, or that involves a service not listed on the pre-approval list, must be specifically approved by the Audit Committee prior to commencement of such service. The Audit Committee has delegated to the Chair of the Audit Committee the right to approve audit, audit-related, tax and other services, within certain limitations, between meetings of the Audit Committee, provided any such decision is presented to the Audit Committee at its next regularly scheduled meeting. At each Audit Committee meeting (other than meetings held solely to review earnings materials), the Audit Committee reviews a schedule of services and the estimated fees for those services for which Deloitte & Touche has been engaged since the prior Audit Committee meeting under existing pre-approvals. In 2023 and 2022, no services provided to NextEra Energy or FPL by Deloitte & Touche were approved by the Audit Committee after services were rendered pursuant to Rule 2-01(c)(7)(i)(C) of the SEC’s Regulation S-X (which provides a waiver of the otherwise applicable pre-approval requirement under certain conditions).
The Audit Committee has determined that the non-audit services provided by Deloitte & Touche during 2023 and 2022 were compatible with maintaining that firm’s independence.
36NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Audit-Related Matters
LETTER FROM THE LEAD DIRECTOR
Dear Fellow Shareholders,
As the Lead Director of NextEra Energy, I want to take this opportunity to share with you some enhancements to our shareholder outreach program. The Say-on-Pay vote results last year were not as high as we are accustomed to, so we want to ensure we engage with shareholders and are responsive to their feedback. Later in this proxy statement we detail our enhanced Fall shareholder outreach program and what we have learned from investors.
We believe by actively listening to your perspectives, concerns, and suggestions, we can become a stronger company built on mutual trust and shared objectives.
Our shareholder outreach program is designed to facilitate meaningful engagement. With regard to executive compensation specifically, this year we enhanced specific elements of this program and our related disclosures to further this objective. Our enhancements this year include the following:
[MISSING IMAGE: ic_shareholder-pn.jpg]
[MISSING IMAGE: ic_directos-pn.jpg]
[MISSING IMAGE: ic_annual-pn.jpg]
1.
SHAREHOLDER MEETINGS
2.
DIRECTOR PARTICIPATION IN SHAREHOLDER MEETINGS
3.
ANNUAL SUMMARY
OF WHAT WE HEARD
We have made it a priority to hold regular shareholder meetings to ensure our shareholders have the opportunity to directly engage with our management team. These meetings serve as a platform for open dialogue, where you can voice your concerns, ask questions, and receive updates on our initiatives. This year we expanded our outreach specifically around compensation matters.
We understand the importance of our directors being accessible to shareholders, and director participation allows for open and direct communication. This year, I participated in several of our meetings with our largest shareholders, and I truly benefitted from the engaging conversations I had.
We have added a disclosure table summarizing what we heard during shareholder meetings, as well as our response to the feedback received. This additional disclosure begins on page 42 of this proxy statement, and we plan to include this in future proxy statements.
In our meetings, we heard that shareholders generally support the structure of our compensation programs, and we also gained useful perspectives on opportunities to enhance our disclosure and rationale for our decision-making. Using insights gathered from shareholder questions and feedback about these and other executive compensation topics, we have made enhancements to certain elements of our programs and this year’s proxy statement disclosure to further explain the rationale behind the design of our compensation program. We were also pleased at the positive reception we received from many shareholders who supported our overall compensation program. Our shareholder outreach program reflects our commitment to maintaining strong relationships and delivering long-term value to our shareholders by aligning compensation programs with business results. Your feedback and input are crucial to our continued success.
Thank you for the trust you have placed in NextEra Energy. We look forward to hearing from you and continuing our journey together. I am retiring and have full confidence in my recommended successor, who will continue to participate in outreach calls.
Warm regards,
[MISSING IMAGE: ph_sherrysbarrat-bw.jpg]
SHERRY S. BARRAT
Lead Director
NEXTERA ENERGY2024 PROXY STATEMENT37

TABLE OF CONTENTS
Executive Compensation
COMPENSATION DISCUSSION & ANALYSIS
This Compensation Discussion & Analysis (also referred to as “CD&A”) explains our 2023 executive compensation program for our NEOs. Our executive compensation program for NEOs generally applies to our Company’s other executive officers, as well. Please read this discussion and analysis together with the tables and related narrative about executive compensation which follow.
CD&A CONTENTS
39
46
48
51
63
66
67
Named executive officers
Below are our NEOs during 2023 whose compensation is described in this Compensation Discussion & Analysis.
NEOS AND TITLES(1)
[MISSING IMAGE: ph_johnketchum-bw.jpg]
[MISSING IMAGE: ph_terrellkirkcrews-bwlr.jpg]
[MISSING IMAGE: ph_rebeccajkujawa-bwlr.jpg]
JOHN W. KETCHUM
TERRELL KIRK CREWS II
REBECCA J. KUJAWA
Chairman, President and Chief Executive Officer, NextEra Energy and Chairman, FPL
Executive Vice President, Finance and Chief Financial Officer,
NextEra Energy and FPL
President and Chief Executive Officer, NextEra Energy Resources
[MISSING IMAGE: ph_armandopimentel-bwlr.jpg]
[MISSING IMAGE: ph_charlessieving-bwlr.jpg]
ARMANDO PIMENTEL, JR.
CHARLES E. SIEVING
President and Chief Executive Officer, FPL
Executive Vice President, Chief Legal, Environmental and Federal Regulatory Affairs Officer, NextEra Energy and Executive Vice President, FPL
(1)
Effective March 1, 2022, Mr. Ketchum was appointed President and Chief Executive Officer of NextEra Energy, Mrs. Kujawa was appointed President and Chief Executive Officer of NextEra Energy Resources and Mr. Crews was appointed Executive Vice President, Finance and Chief Financial Officer of NextEra Energy and FPL. Mr. Ketchum previously served as President and Chief Executive Officer of NextEra Energy Resources. Mrs. Kujawa previously served as Executive Vice President, Finance and Chief Financial Officer of NextEra Energy and FPL. Mr. Crews previously served as Vice President, Business Management of NextEra Energy Resources. Mr. Ketchum was appointed Chairman of FPL on February 15, 2023. Mr. Pimentel was appointed President and Chief Executive Officer of FPL on February 15, 2023. Mr. Sieving previously served as Executive Vice President and General Counsel of NextEra Energy and was appointed Executive Vice President, Chief Legal, Environmental and Federal Regulatory Affairs Officer on May 18, 2023.
38NEXTERA ENERGY 2024 PROXY STATEMENT

TABLE OF CONTENTS
Executive Compensation
I.
Highlights
Delivering for shareholders, customers and community to position the organization for the future
2023 was another pivotal year for the Company as we delivered strong performance across the spectrum of factors, both financial and non-financial. The execution on these key pillars contributed to both near and longer-term value for stakeholders, including:
[MISSING IMAGE: tm2228016d1-icon_epsgropn.gif]
[MISSING IMAGE: tm2228016d1-icon_sustainpn.gif]
[MISSING IMAGE: ic_customers-pn.gif]
RECORD FINANCIAL RESULTS
»
We continued our long history of delivering outstanding results for shareholders reflected in our record financial performance (with respect to adjusted earnings and adjusted EPS) and operational excellence.
CORPORATE RESPONSIBILITY
»
NextEra Energy continues to be recognized as a leader in corporate responsibility. In 2023, NextEra Energy was named by Fortune Magazine as the World’s Most Admired Electric & Gas Utility for the sixteenth time in the last seventeen years. In 2023, Newsweek named NextEra Energy to its list of America’s Most Responsible Companies.
COMMITMENT TO CUSTOMERS
AND COMMUNITY
»
FPL’s smart grid technology avoided nearly 70,000 outages during Hurricane Idalia. With multiple years of reliability and storm hardening investments designed to limit physical risk, FPL did not lose a single transmission structure during Hurricane Idalia.
For the full year 2023, NextEra Energy reported net income attributable to NextEra Energy on a GAAP basis of $7.310 billion, or $3.60 per share. We also achieved company-record adjusted earnings* of $6.441 billion and adjusted EPS* of $3.17. Moreover, near-record adjusted EPS growth and strong adjusted ROE for 2023 improved our three-year adjusted EPS growth and adjusted ROE profiles, as shown below.