DOMINION ENERGY, INC

DEFM14A 1 tm2621467-2_defm14a.htm DEFM14A 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 ​ 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 Pursuant to §240.14a-12 ​ Dominion 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 14a-6(i)(1) and 0-11. ​ TABLE OF CONTENTS ​ ​ ​ ​ JOINT PROXY STATEMENT/PROSPECTUS MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT ​ Dear Shareholders: On behalf of the boards of directors of NextEra Energy, Inc. (“NextEra Energy”) and Dominion Energy, Inc. (“Dominion Energy”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the business combination of NextEra Energy and Dominion Energy. We are requesting that you take certain actions as a NextEra Energy or Dominion Energy shareholder. On May 15, 2026, NextEra Energy and Dominion Energy entered into an Agreement and Plan of Merger (as may be amended from time to time, the “merger agreement”) with WG Development Corp., a direct wholly owned subsidiary of NextEra Energy (“Merger Sub Corp”), and CS Holdco, LLC, a direct wholly owned subsidiary of NextEra Energy (“LLC Sub”), pursuant to which NextEra Energy will combine with Dominion Energy through a series of mergers. Upon the terms and subject to the conditions set forth in the merger agreement and the related plans of merger (as defined in the accompanying joint proxy statement/prospectus), (i) Merger Sub Corp will merge with and into Dominion Energy, with Dominion Energy as the surviving corporation (the “surviving corporation”) and a wholly owned subsidiary of NextEra Energy (the “first merger”), and (ii) immediately following the first merger, the surviving corporation intends to merge with and into LLC Sub, with LLC Sub as the surviving entity (the “surviving entity”) and a wholly owned subsidiary of NextEra Energy (the “second merger” and, together with the first merger, the “mergers”). Under the terms of the merger agreement and the first plan of merger (as defined in the accompanying joint proxy statement/prospectus), at the effective time of the first merger (the “effective time”): (a) each share of common stock, without par value, of Dominion Energy (“Dominion Energy common stock”) issued and outstanding immediately prior to the effective time (other than certain shares to be cancelled, as described in clause (b) below) will be cancelled and cease to exist, and each such share will be automatically converted into the right to receive (i) its pro rata portion, calculated using the closing share count (as defined in the accompanying joint proxy statement/prospectus), of an aggregate amount equal to $360 million in cash, without interest, and (ii) 0.8138 (the “exchange ratio”) shares of common stock, par value $0.01 per share, of NextEra Energy (“NextEra Energy common stock”); (b) each share of Dominion Energy common stock owned by NextEra Energy or Dominion Energy, or by any wholly owned subsidiary of NextEra Energy (including Merger Sub Corp), or Dominion Energy, will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor; and (c) each share of capital stock of Merger Sub Corp issued and outstanding immediately prior to the effective time will be converted into one share of capital stock of the surviving corporation. The exchange ratio is fixed and will not be adjusted for changes in the market price of either NextEra Energy common stock or Dominion Energy common stock between the signing of the merger agreement and the effective time. Under the terms of the merger agreement and the second plan of merger (as defined in the accompanying joint proxy statement/prospectus), at the effective time of the second merger (the “second effective time”): (a) each share of capital stock of the surviving corporation issued and outstanding immediately prior to the second effective time will be cancelled without any conversion thereof and no consideration will be delivered in exchange therefor; and (b) the membership interests of LLC Sub will remain outstanding as membership interests of the surviving entity. The merger agreement also specifies the treatment of Dominion Energy’s outstanding equity awards in connection with the first merger. Immediately following the closing of the first merger, it is anticipated that, based on the number of shares of NextEra Energy common stock and Dominion Energy common stock outstanding as of July 24, 2026, persons who were shareholders of NextEra Energy and Dominion Energy immediately prior to the first merger will own approximately 74.5% and 25.5% of the combined company, respectively. NextEra Energy and Dominion Energy will each hold special meetings of their respective shareholders in connection with the mergers (as may be adjourned or postponed from time to time, respectively, the “NextEra Energy special meeting” and “Dominion Energy special meeting”). TABLE OF CONTENTS The NextEra Energy special meeting will be held virtually via webcast at www.virtualshareholdermeeting.com/ NEE2026SM on September 3, 2026, at 9:00 a.m., Eastern Time (unless it is adjourned or postponed to a later date). At the NextEra Energy special meeting, NextEra Energy shareholders will be asked to consider and vote on (1) a proposal to approve the issuance of NextEra Energy common stock to Dominion Energy shareholders in the first merger (the “NextEra Energy share issuance proposal”), (2) a proposal to approve an amendment to NextEra Energy’s articles of incorporation to increase the number of authorized shares of NextEra Energy common stock from 3,200,000,000 shares to 5,000,000,000 shares, as described in this joint proxy statement/ ​ prospectus and as reflected in the form of Articles of Amendment to Second Restated Articles of Incorporation of NextEra Energy, Inc. attached as Annex G to this joint proxy statement/prospectus (the “NextEra Energy charter amendment proposal”) and (3) a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, (i) if there are not sufficient votes at the time of the NextEra Energy special meeting to approve the NextEra Energy share issuance proposal in order to solicit additional proxies, (ii) as required by law or (iii) in the event that Dominion Energy postpones the Dominion Energy special meeting pursuant to the terms of the merger agreement, NextEra Energy shall, upon the reasonable request of Dominion Energy, postpone or adjourn the NextEra Energy special meeting once for up to 30 days so that the special meetings may occur on the same calendar day (the “NextEra Energy adjournment proposal”). The NextEra Energy board unanimously recommends that NextEra Energy shareholders vote “FOR” the proposals to be considered at the NextEra Energy special meeting. The Dominion Energy special meeting will be held virtually at www.virtualshareholdermeeting.com/D2026SM on September 3, 2026, at 9:30 a.m., Eastern Time (unless it is adjourned or postponed to a later date). The Dominion Energy special meeting will be held in a virtual meeting format only. Dominion Energy shareholders will not be able to attend the special meeting physically in person. At the Dominion Energy special meeting, Dominion Energy shareholders will be asked to consider and vote on (1) a proposal to approve the merger agreement and the first