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,” “we,” “us” or “our”), in connection with the 2021 annual meeting of NextEra Energy’s shareholders and at any adjournment(s) or postponement(s) of the meeting. On or about March 31, 2021, NextEra Energy began mailing this proxy statement and a Notice of Internet Availability of Proxy Materials to shareholders.

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Business and Governance Highlights

Business Highlights

NextEra Energy achieved robust, Company-record adjusted earnings* of $4.552 billion, split adjusted earnings per share* (“EPS”) of $2.31 and a 1-year total shareholder return (“TSR”) of 30%. NextEra Energy’s 2020 TSR outperformed the TSR of the S&P 500 Utilities Index of 0.5% and the TSR of the S&P 500 Index of 18% for 2020.

These significant accomplishments came as the Company continued to be a leader among the 10 largest U.S. utilities (based on market capitalization) in substantially all financial metrics. Among these largest 10 U.S. utilities, NextEra Energy ranked #1 for 2-, 3-, 5-, 7- and 10-year TSR and #1 for 5-, 7- and 10-year adjusted EPS growth. In 2020, NextEra Energy ranked #1 among U.S. and global utility companies, based on market capitalization.**

In 2020, NextEra Energy was named by Fortune Magazine as the World’s Most Admired Electric & Gas Utility for the 13^th time in the last 14 years. Also in 2020, NextEra Energy was named by the Ethisphere Institute as one of the World’s Most Ethical Companies for the 14^th time in the last 15 years.

The returns that NextEra Energy generated for its shareholders were attributable to outstanding 2020 performance by the Company’s two principal operating businesses, Florida Power & Light Company (“FPL”) and NextEra Energy Resources, LLC and its subsidiaries (“NextEra Energy Resources”). Highlights of this performance are described in more detail in the Compensation Discussion & Analysis beginning on page 49.

Ultimately, the Company’s financial and operational performance is reflected in the increased value of its common stock. As the table on page 51 illustrates, TSR over the three-year period from December 31, 2017 to December 31, 2020 was 112%, meaning that an investment of $100 in NextEra Energy common stock on December 31, 2017 was worth $212.19 on December 31, 2020.

The chart below compares the Company’s TSR for the 1-, 3-, 5- and 10-year periods ended December 31, 2020 to the TSRs of the S&P 500 Electric Utilities Index, the S&P 500 Utilities Index, the Philadelphia Exchange Utility Sector Index (“UTY”) and the S&P 500. NextEra Energy outperformed all of these indices over all of the periods shown. NextEra Energy’s outperformance over all of these periods in comparison to others in its industry, and over the 1-, 3-, 5- and 10-year periods in comparison to the S&P 500, was substantial.

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2020 Environmental, Social and Governance (“ESG”) Highlights

Enhanced ESG Reporting. In 2020, the Company published its first annual Environmental, Social and Governance report (the “ESG Report”). Highlights of the ESG Report include a discussion of the ESG strategies of the Company’s principal subsidiaries Florida Power & Light (“FPL”) and NextEra Energy Resources, LLC (“NEER”). The ESG Report discusses FPL’s continued goal of being the most reliable, best operated utility in the United States and NEER’s continued focus on building a diversified clean energy company with an emphasis on growing its world-leading portfolio of wind, solar and storage renewable energy projects. The ESG Report details the Company’s environmental, social and governance accomplishments and goals. Included among them are discussions of:

The ESG Report also includes disclosure within the following established environmental reporting frameworks: The Sustainability Accounting Standard Board (SASB); Edison Electric Institute’s ESG/Sustainability Quantitative Metrics; and GRI Sustainability Reporting Metrics. The ESG Report is available at http://www.investor.nexteraenergy.com/sustainability/esg-resources.

An additional environmental highlight for 2020 was the closure of FPL’s last coal-fired generating plant, ending its use of coal in the state of Florida. FPL’s generation fleet is now one of the cleanest and most efficient in the United States, having eliminated more than 145 million tons of carbon dioxide emissions since 2001.

Response to COVID-19. The Company’s response to the COVID-19 pandemic was robust and multi-faceted. The Company’s pandemic response plan was activated early in 2020 and resulted in the following notable achievements:

In addition, we prioritized the safety of our employees by implementing temperature screening, testing sites, social distancing protocols and maximized employee remote working capabilities. FPL voluntarily suspended electrical disconnections for the first several months of the pandemic and currently disconnects delinquent customers only as a last resort. Also in response to the pandemic, we accelerated the flowback of lower fuel costs, resulting in a onetime bill decrease of approximately 25% for FPL customers. The Company and its employees committed more than $4 million in emergency assistance funds to support the most vulnerable members of the communities we serve. We also conducted hurricane drills to test updated procedures for storm restorations incorporating COVID-19 safety protocols. At the end of 2020, we provided further support to our customers by announcing FPL’s Main Street Recovery Program providing

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monthly bill credits for businesses in FPL’s service territory adversely impacted by the COVID-19 pandemic. This program is the most recent of several FPL initiatives, valued at more than $75 million in the aggregate, that the Company implemented to support customers affected by the COVID-19 pandemic.

No Changes to Compensation Awards or Plans. In light of the Company’s superior performance despite the COVID-19 pandemic, discussed above and beginning on page 49, no changes to prior compensation awards or previously established compensation plans were necessary or appropriate in 2020 and no such changes are planned for 2021.

Enhanced Political Expenditure Disclosure. At the Company’s 2020 annual meeting of shareholders, a shareholder proposal requesting additional political expenditure disclosure was again presented and it was not approved, with approximately 61% of votes cast voting against the proposal. The Company believes that this result is reflective of its efforts, following shareholder outreach in 2019 and 2020, to enhance its Political Engagement Policy and its disclosure of political expenditures, including providing information on the Company’s website for convenient access. Through the Company’s continuing investor outreach efforts in 2020, the Company determined that investors would appreciate additional enhancements to its political engagement webpage and its political expenditure disclosures. The Company enhanced its disclosure of federal trade association memberships by disclosing all membership dues versus a prior $25,000 threshold for disclosure. The Company also committed to updating its political expenditure disclosure every six months, versus its prior practice of updating its disclosures annually.¹ As a result of the enhancements made to the Company’s political engagement website and political expenditure disclosures, the Company moved from the fourth tier to the second tier in the 2020 CPA-Zicklin Index of Political Disclosure and Accountability.

Information Security. NextEra Energy’s Audit Committee receives regular reports on the key risks facing the Company from the Corporate Risk Committee and also receives frequent reports from the Company’s Internal Auditor about the results of reviews of cybersecurity and information security governance. The Board of Directors of the Company annually 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 US Department of Energy’s Cyber Capability Maturity Model (a/k/a C2M2) standard, which is the predominate cyber security framework for the US 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.

The Company will continue its outreach during 2021 on these and other ESG topics.

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Business of the Annual Meeting

The Board is currently composed of 14 members. Two members of the Board, Toni Jennings and William Swanson have reached retirement age and the Board will be reduced to 12 members. Upon the recommendation of the Governance & Nominating Committee, the Board has nominated the 12 incumbent members listed below for election as directors at the 2021 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.

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. During the period from October 2018 to February 2021, three new members joined the Board, adding significantly to the skills, expertise and experience of the Board. In October 2018, the Board increased its size and the size of the Audit Committee by one member and appointed a new individual to the Board and the Audit Committee. In February 2020, the Board similarly increased its size and the size of the Finance & Investment Committee by one member and appointed a new individual to fill these vacancies. In February 2021, the Board again increase its size and the size of the Audit and Finance & Investment Committees and appointed a new individual to fill these vacancies.

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, Inc.’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 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.

Lynn M. Utter, who was appointed to the Board in February 2021, is a nominee for election to the Board this year who previously has not been elected by the Company’s shareholders. Mrs. Utter was identified to the Governance & Nominating Committee as an individual that the Governance & Nominating Committee might wish to consider as a potential candidate for Board service. Mrs. Utter was interviewed by each of the members of the Governance & Nominating Committee and by Mr. Robo. The Governance & Nominating Committee then evaluated the qualifications, background and experience of Mrs. Utter using the criteria set

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forth in the Governance Guidelines discussed above, noting in particular that Mrs. Utter would provide expertise beneficial to the Company in the areas of operations and human resource leadership as a result of her experience as the chief operating officer of a global manufacturer and as the chief talent officer of a private equity firm. Following the evaluation by the Governance & Nominating Committee, Mrs. Utter was interviewed by the other members of the Board. The Governance & Nominating Committee then recommended Mrs. Utter for appointment to the Board and the Board approved Mrs. Utter’s appointment to the Board and to the Audit Committee and to the Finance & Investment Committee at its regularly scheduled February meeting.

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 periodically 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.

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The Board views itself as a cohesive whole consisting of members who together serve the interests of the Company and its shareholders. The following matrix highlights the experience, qualifications, attributes and skills of the director nominees. This high-level summary is not intended to be an exhaustive list and information regarding the experience and qualifications of each individual director nominee is set forth in the biographies which follow.

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Unless you specify otherwise in your voting instructions, your proxy will be voted FOR election of each of the nominees.

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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, 2021 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 control 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 the 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 2021. 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 46 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 2021.

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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 2022 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 2021 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 49, provides a detailed discussion of the Company’s compensation program for its NEOs. The discussion reflects that NextEra Energy’s compensation program achieves its objectives. For example, the chart below compares the Company’s TSR for the 1-, 3-, 5- and 10-year periods ended December 31, 2020 to the TSRs of the S&P 500 Electric Utilities Index, the S&P 500 Utilities Index, the UTY and the S&P 500. NextEra Energy outperformed all of these indices over all of the periods shown. NextEra Energy’s outperformance over all of these periods in comparison to others in its industry, and over the 1-, 3-, 5- and 10-year periods in comparison to the S&P 500, was substantial.

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.

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Shareholders are asked to consider and vote upon a proposal to approve the NextEra Energy, Inc. 2021 Long Term Incentive Plan (the “2021 LTIP” or the “plan”).

Upon the recommendation of the Compensation Committee, the Board on February 12, 2021 unanimously approved the 2021 LTIP, subject to shareholder approval at the annual meeting. If this proposal is approved at the annual meeting, the 2021 LTIP will become effective at the time of shareholder approval.

The purpose of this proposal is to maintain a shareholder-approved plan under which the Company may continue to make compensatory equity-based awards to officers and other employees of the Company and its subsidiaries and other affiliates. Such awards are integral to the part of the Company’s compensation program that links executive compensation to long-term shareholder value creation. The 2021 LTIP will replace the Company’s 2011 Amended and Restated Long Term Incentive Plan (the “Current Equity Plan”), which was first approved by shareholders in 2011 and which will terminate on May 20, 2021.

No awards under the 2021 LTIP have been granted or will be granted unless and until the 2021 LTIP is approved by the Company’s shareholders at the annual meeting. Grants of awards under the 2021 LTIP will be in the discretion of the Compensation Committee and any other committee authorized to grant awards under the plan. The Company’s executive officers have an interest in this proposal, as they will be eligible to receive awards under the 2021 LTIP.

The Board believes that approval of the 2021 LTIP is in the best interests of the Company and its shareholders. Shareholders are encouraged to read in their entirety this proposal and the text of the 2021 LTIP in the form in which it would be become effective upon approval by shareholders, which appears at the end of this proxy statement as Appendix A.

How the 2021 LTIP is Designed to Protect Shareholder Interests

The Board has designed the 2021 LTIP to include terms that it believes reinforce the alignment between equity-based compensation arrangements and the interests of the Company’s shareholders. Those terms generally provide for the following:

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Outstanding Equity Awards

The following table presents information as of March 15, 2021 regarding the Company’s outstanding equity awards held by officers and other employees of the Company and its subsidiaries and other affiliates and shares available for future awards under the Current Equity Plan and the 2017 Non-Employee Directors Stock Plan:

The Current Equity Plan automatically expires on May 20, 2021, and no further awards may be issued after that date under the Current Equity Plan. Prior to May 20, 2021, no further awards may be issued under the Current Equity Plan other than for up to 125,000 shares in respect of awards previously planned to be issued prior to May 20, 2021.

Non-employee directors are not eligible to receive awards under the Current Equity Plan and will not be eligible to receive awards under the 2021 LTIP.

The Company only has two equity plans: Current Equity Plan and 2017 Non-Employee Directors Stock Plan. There are no prior equity plans with share reserves available for future equity awards.

Summary of Material Provisions of 2021 LTIP

The following summary of the material provisions of the 2021 LTIP is qualified in its entirety by reference to the complete text of the 2021 LTIP in the form in which it would become effective upon approval by shareholders, which appears at the end of this proxy statement as Appendix A and is incorporated by reference into this proposal. You are encouraged to read the text of the 2021 LTIP in its entirety.

Unless the context requires otherwise, references to the “Company” in the following summary refer solely to NextEra Energy, Inc. and not to subsidiaries of NextEra Energy, Inc.

Purpose and Eligibility. The 2021 LTIP is intended to provide participants in the 2021 LTIP with an incentive to contribute to the Company’s success and to manage the Company’s business in a manner that will provide for the Company’s long-term growth and profitability to benefit its shareholders and other important stakeholders, including its employees and customers, and to provide a means of obtaining, rewarding and retaining key personnel.

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Awards may be granted under the 2021 LTIP only to individuals who are officers or other employees, including employees who are also directors, of NextEra Energy, Inc., its subsidiaries and its other affiliates. Non-employee directors will not be eligible to participate in the 2021 LTIP.

As of March 15, 2021, approximately 14,900 individuals would have been eligible to participate in the 2021 LTIP, including 10 executive officers of the Company and one director of the Company who is also an executive officer.

Plan Benefits. The number or amount of awards under the 2021 LTIP that may be subject to future grants is not determinable as of the date of this proxy statement.    Such awards will be limited by the total number of shares of the Company’s common stock available for issuance, as described below.

Effective Date. The 2021 LTIP will be effective on the date on which it is approved by the Company’s shareholders.

Term. The 2021 LTIP will terminate automatically ten years after its effective date, unless it is earlier terminated by the Board.

Administration. The 2021 LTIP generally will be administered by a committee (the “Committee”) consisting of two or more directors of the Company. Each such director will be required to qualify as an “independent director” under NYSE rules and a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Committee initially will be the Compensation Committee and may be a subcommittee of the Compensation Committee that satisfies the foregoing requirements.

The Board also will be authorized to appoint one or more committees of the Board consisting of two or more directors of the Company who need not qualify as Outside Directors, as defined in the 2021 LTIP. Any such committees would be authorized to administer the 2021 LTIP with respect to participants who are not “officers” as defined in Rule 16a-1(f) under the Exchange Act or directors of the Company and, in this capacity, to grant, and determine all terms of, awards under the 2021 LTIP to such participants.

In addition, the 2021 LTIP will authorize the Board to appoint a committee composed of two or more directors of the Company or a qualified senior executive officer of the Company under Florida law to administer the 2021 LTIP with respect to employees who are not subject to the reporting or short-swing trading provisions of Section 16(a) or 16(b) of the Exchange Act. Any such committee, including any such senior executive officer, would be authorized to grant awards under the 2021 LTIP to such participants and to determine all terms of such awards. Subject to the effectiveness of the 2021 LTIP, the Board has appointed the Company’s chairman and chief executive officer to act as a committee for purposes of this plan provision.

The Board will retain the authority under the 2021 LTIP to exercise any or all of the powers and authorities related to the administration and implementation of the 2021 LTIP.

Except where authority to act on such matters is specifically reserved to the Board under the 2021 LTIP or applicable law, the Committee and each other committee referred to above acting in accordance with the foregoing plan provisions (which will be the “Committee” as defined in the 2021 LTIP) will have full power and authority to interpret and construe all provisions of the 2021 LTIP, any award or any award agreement, and to make all related determinations, including the power and authority to:

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The Committee will have the right to make awards in substitution of, or exchange for, any award granted under another compensatory plan of the Company, an affiliate or any business entity acquired or to be acquired by the Company or an affiliate or with which the Company or an affiliate has combined or will combine (“substitute awards”).

Amendment and Termination. The Board will be authorized to amend, suspend or terminate the 2021 LTIP as to any shares of the Company’s common stock as to which awards have not been made. Any amendment to the 2021 LTIP, however, will be subject to receipt of the approval of the Company’s shareholders if shareholder approval of the amendment is required by any law or regulation or NYSE rule or to the extent determined by the Board. Shareholder approval will be required for any proposed amendment to the 2021 LTIP provisions that prohibit the repricing of outstanding stock options or stock appreciation rights or that generally require the option price of any stock option to be at least equal to the fair market value of the Company’s common stock on the option grant date. Without the consent of the grantee of an outstanding award, no amendment, suspension or termination of the 2021 LTIP may materially impair the grantee’s rights under that award.

Authorized Awards. The following types of awards may be made under the 2021 LTIP, subject to limitations set forth in the plan:

With respect to such authorized awards:

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Each award will be evidenced by an award agreement, which may specify terms and conditions of the award consistent with the provisions of the 2021 LTIP that differ from the terms and conditions which would apply under the 2021 LTIP in the absence of the different terms and conditions in the award agreement.

Awards under the 2021 LTIP may be granted alone or in addition to, in tandem with, or in substitution or exchange for any other award under the 2021 LTIP, other awards under another compensatory plan of the Company or any of its affiliates (or any business entity that has been a party to a transaction with the Company or any of the Company’s affiliates), or other rights to payment from the Company or any of its affiliates. Awards granted in addition to or in tandem with other awards may be granted either at the same time or at different times.

Awards under the 2021 LTIP may be settled in cash, the Company’s common stock, other awards under the 2021 LTIP or other property. The Committee may permit or require the deferral of any payment pursuant to any award into a deferred compensation arrangement, which may include provisions for the payment or crediting of interest or dividend equivalent rights, in accordance with rules and procedures established by the Committee. No dividend equivalent rights may be granted in connection with, or related to, an award of options or SARs.

Awards under the 2021 LTIP generally will be granted for no consideration other than past services by the grantee of the award or, if provided for in the award agreement or in a separate agreement, the grantee’s promise to perform future services to the Company or one of its subsidiaries or other affiliates, or for other valid consideration, or in lieu of, or in addition to, any cash consideration due to the grantee.

Minimum Vesting Requirement. Any award granted under the Plan may vest as of a date no earlier than the first anniversary of the grant date of such award, except that the following awards will not be subject to this minimum vesting requirement:

The foregoing restriction will not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of the grantee’s retirement, death, or disability, upon or in connection with a Change in Control of the Company, pursuant to the terms of the applicable award agreement, or otherwise.

Shares Available for Issuance; Share Usage. Subject to the adjustments described below, the maximum number of shares of the Company’s common stock that will be available for issuance under the 2021 LTIP will be equal to

As of March 15, 2021, a total of 17,554,664 shares were subject to awards outstanding under the Current Equity Plan and a total of 17,168,974 shares were available for future grants under the Current Equity Plan.

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The foregoing number of shares available for issuance under the 2021 LTIP will be increased by the number of shares subject to:

Further, subject to applicable NYSE rules, shares available for issuance under a shareholder-approved plan of a business entity that is a party to one of the foregoing types of transactions (adjusted as necessary to reflect the transaction) may be used for awards under the 2021 LTIP and will not reduce the number of shares otherwise available for issuance under the 2021 LTIP.

Except as indicated below, the shares of common stock subject to an award will be counted as used as of the grant date and will be counted against the share issuance limit as one share for every one share subject to an award. The number of shares subject to an award of SARs will be counted against the share issuance limit regardless of the number of shares actually issued to settle the SARs upon exercise. The target number of shares issuable under a performance share award will be counted against the share issuance limit as of the grant date, but this number will be adjusted, as required, to equal the actual number of shares issued upon settlement of the award.

Shares subject to an award granted under the 2021 LTIP generally will become available for issuance under the 2021 LTIP if the award terminates by expiration, forfeiture, cancellation or otherwise, without the issuance of such shares. Notwithstanding the foregoing, the number of shares available for issuance under the 2021 LTIP will not be increased by the number of shares:

Shares of common stock reserved under the Current Equity Plan before the effectiveness of the 2021 LTIP may be issued and delivered following the effectiveness of the 2021 LTIP to settle awards granted under the Current Equity Plan before the effectiveness of the 2021 LTIP.

The maximum number of shares available for issuance pursuant to incentive stock options granted under the 2021 LTIP will be the same as the number of shares available for issuance under the 2021 LTIP.

The number and kinds of shares of stock for which awards may be made under the 2021 LTIP, including the share limits described above, will be adjusted by the Committee under the circumstances and in the manner described below under “Effect of Corporate Transactions.”

Shares of stock to be issued under the 2021 LTIP will be authorized but unissued shares or, to the extent permitted by applicable law, shares of treasury stock or issued shares that have been reacquired by the Company.

On March 23, 2021, the closing price of the Company’s common stock as reported on the NYSE was $74.02 per share.

Fair Market Value Determination. For so long as the Company’s common stock remains listed on the NYSE, the fair market value of the common stock on an award grant date, or on any other date for which fair market value is required to be established under the 2021 LTIP, will be the closing price of the common

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stock as reported on the NYSE on such date. If there is no such reported closing price on such date, the fair market value of the common stock will be the closing price of the common stock as reported on the NYSE on the immediately preceding day on which any sale of common stock shall have been reported on the NYSE.

If the Company’s common stock ceases to be listed on the NYSE and is listed on another established national or regional stock exchange or traded on another established securities market, fair market value will similarly be determined by reference to the closing price of the common stock on the applicable date as reported on such other stock exchange or established securities market.

If the Company’s common stock ceases to be listed on an established national or regional stock exchange or traded on another established securities market, the Committee will determine the fair market value of the common stock by the reasonable application of a reasonable valuation method in a manner consistent with section 409A of the Internal Revenue Code.

Clawback; Forfeiture. Any award granted pursuant to the 2021 LTIP will be subject to mandatory repayment by the grantee to the Company to the extent the grantee is, or in the future becomes, subject to (1) any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable law, rule or regulation, or otherwise, or (2) any law, rule or regulation which imposes mandatory recoupment, under the circumstances set forth in any such law, rule or regulation.

In addition, the Committee may reserve the right in an award agreement to cause a forfeiture of the gain realized by a grantee with respect to an award on account of actions taken by, or failed to be taken by, such grantee in violation or breach of, or in conflict with, any employment agreement, non-competition agreement, agreement prohibiting solicitation of employees or clients of the Company or any affiliate, confidentiality obligation with respect to the Company or any affiliate, Company policy or procedure (including the Company’s Code of Business Conduct & Ethics and its Code of Ethics for Senior Executive & Financial Officers), or any other agreement or obligation of such grantee to the Company or any affiliate.

The Committee may annul an outstanding award if the grantee is terminated for “Cause” as defined in the 2021 LTIP or the applicable award agreement, or for “cause” as defined in any other agreement between the Company or such affiliate and such grantee.

Description of Authorized Awards. The following summarizes provisions of the 2021 LTIP that will govern terms of awards authorized under the plan.

Stock Options. An option granted under the 2021 LTIP will be exercisable only to the extent that it is vested. Each option will become vested and exercisable at such times and under such conditions as the Committee may approve consistent with the terms of the 2021 LTIP. No option may be exercisable more than ten years after the option grant date. The Committee may include in the option agreement provisions specifying the period during which an option may be exercised following termination of the grantee’s service.

The exercise price per share under each option granted under the 2021 LTIP may not be less than 100%, or 110% in the case of an incentive stock option granted to a Ten Percent Shareholder (as defined in the 2021 LTIP), of the fair market value of the common stock on the option grant date, except in the case of substitute awards.

The aggregate fair market value of the common stock determined on the option grant date with respect to which incentive stock options are exercisable for the first time during any calendar year may not exceed $100,000.

Except in connection with a corporate transaction involving the Company (including any stock dividend, distribution (whether in the form of cash, shares of stock, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of stock or other securities or similar

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transaction), the Company may not, without obtaining shareholder approval, (1) amend the terms of outstanding options to reduce the exercise price of such outstanding options, (2) cancel outstanding options in exchange for options with an exercise price that is less than the exercise price of the original options or (3) cancel outstanding options with an exercise price above the current stock price in exchange for cash or other securities.

Payment of the exercise price for shares purchased pursuant to the exercise of an option may be made in such forms as are approved by the Committee. These forms may include, in the Committee’s discretion, cash, cash equivalents acceptable to the Company, and shares of the Company’s common stock. The Committee may provide for the exercise pursuant to the cashless option exercise feature of the 2021 LTIP of an option that remains outstanding and unexercised immediately prior to its expiration.

Awards of options generally will not be transferable by the grantee, other than by will or the laws of descent and distribution.

Restricted Stock and Deferred Stock Units. Subject to the provisions of the 2021 LTIP, the Committee will determine the terms and conditions of each award of restricted stock and deferred stock units, including the restricted period for all or a portion of the award, the restrictions applicable to the award and the purchase price, if any, for the common stock subject to the award. A grantee of restricted stock will have all the rights of a shareholder, including the right to vote the shares and receive dividends, except to the extent limited by the Committee. Grantees of deferred stock units will have no voting or dividend rights or other rights associated with stock ownership, although the Committee may award dividend equivalent rights on such units.

Grantees will not vest in dividends paid on performance-based awards of restricted stock or in dividend equivalent rights paid on performance-based awards of deferred stock units, and will be required to forfeit and repay to the Company such dividends and dividend equivalent rights, if the performance goals for the underlying awards of restricted stock or deferred stock units are not achieved or such awards otherwise do not vest. In addition, the Committee may subject dividends and dividend equivalent rights paid on time-vested awards of restricted stock and deferred stock units to such forfeiture and repayment obligations if the underlying awards are forfeited before they vest.

The restrictions and the restricted period may differ with respect to each grantee of an award. An award will be subject to forfeiture if events specified by the Committee occur before the lapse of the restrictions.

Awards of restricted stock and deferred stock units generally will not be transferable by the grantee during the restricted period or before satisfaction of any other restrictions applicable to the awards.

Dividend Equivalent Rights. The Committee will be authorized to grant rights to dividend equivalents to a participant in connection with an award under the 2021 LTIP, or without regard to any other award, except that no dividend equivalent right may be granted in connection with, or related to, an award of options or SARs. Dividend equivalent rights will entitle the participant to receive cash or common stock or a combination thereof equal in value to dividends paid, or other periodic payments made, with respect to a specified number of shares of common stock. The terms and conditions of awards of dividend equivalent rights will be specified in the applicable award agreement.

Dividend equivalents credited to the holder of a dividend equivalent right may be paid currently (with or without being subject to forfeiture or a repayment obligation) or may be deemed to be reinvested in additional shares of stock, which may thereafter accrue additional dividend equivalent rights (with or without being subject to forfeiture or a repayment obligation). Any such reinvestment will be at the fair market value of the stock on the reinvestment date. Dividend equivalent rights may be settled in a single installment or in multiple installments, as determined by the Committee.

A dividend equivalent right granted as a component of another award may provide that the dividend equivalent right will be settled upon exercise, settlement, or payment of, or lapse of restrictions on, the other award, and that the dividend equivalent right will expire or be forfeited or annulled under the same

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conditions as the other award. A dividend equivalent right granted as a component of another award also may contain terms and conditions which are different from the terms and conditions of the other award, except that dividend equivalent rights credited pursuant to a dividend equivalent right granted as a component of another award which vests or is earned based upon the achievement of performance goals may not vest unless the performance goals for the underlying award are achieved and the underlying award vests.

Dividend equivalents generally will not be transferable by the grantee, other than by will or the laws of descent and distribution.

Performance Shares and Other Performance-Based Awards. The Committee may award performance shares and other performance-based awards in such amounts and upon such terms as the Committee may determine. Each grant of a performance-based award will have an initial value or target number of shares of common stock that is established by the Committee at the time of grant. The Committee may set performance goals in its discretion which, depending on the extent to which they are achieved, will determine the value and number of performance shares or other performance-based awards that will be paid out to a grantee. The performance goals generally will be based on one or more performance measures, as described below. Performance awards may be payable in cash, shares of common stock, other awards under the 2021 LTIP or other property.

The 2021 LTIP identifies some conditions that may warrant revision or alteration of performance goals after they are established by the Committee. Such conditions may include the following:

The Committee will establish the performance periods for performance-based awards.

The 2021 LTIP authorizes the establishment of performance goals based on one or more performance measures, including the following, with or without adjustment:

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Performance under any of the foregoing or other performance measures may be used to measure the performance of:

Performance under any of the performance measures may be compared to the performance of one or more other companies or one or more published or special indices designated or approved by the Committee for comparison. The Committee may select performance under the performance measure of common share price for comparison to performance under one or more stock market indices designated or approved by the Committee.

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The Committee will have the authority to provide for accelerated vesting of any performance-based award based on the achievement of performance goals pursuant to the performance measures or otherwise to adjust performance-based awards.

Stock Appreciation Rights. SARs may be granted in tandem or in combination with all or a part of any option or other award granted under the 2021 LTIP, or without regard to any option or other award. The Committee will determine at the SAR grant date or thereafter the time or times at which and the circumstances under which a SAR may be exercised in whole or in part, the time or times at which and the circumstances under which a SAR will cease to be exercisable, the method of exercise, the method of settlement, the form of consideration payable in settlement, the method by which shares payable as consideration will be delivered or deemed delivered to grantees, and any other terms or conditions of any SAR. The term of any SAR may not exceed ten years.

Exercisability of SARs may be subject to future service requirements, to the achievement of one or more of the performance measures described above or to such other terms and conditions as the Committee may impose.

Upon exercise of a SAR, the holder will be entitled to receive, in the specified form of consideration, the excess of the fair market value of one share of common stock on the exercise date over the per share exercise price of the SAR, as determined by the Committee. The per share exercise price of a SAR may not be less than the fair market value of a share of common stock on the grant date, except in the case of substitute awards.

Except in connection with a corporate transaction involving the Company (including any stock dividend, distribution (whether in the form of cash, shares of stock, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of stock or other securities or similar transaction), the Company may not, without obtaining shareholder approval:

Awards of SARs generally will not be transferable by the grantee, other than by will or the laws of descent and distribution.

Other Equity-Based Awards. The Committee may grant other types of equity-based or equity-related awards, including shares of unrestricted stock, in such amounts and subject to such terms and conditions as the Committee may determine, subject to the restriction described above under “Minimum Vesting Requirement.” Any such awards may involve the transfer of shares of common stock to participants, or payment in cash or otherwise of amounts based on the value of the shares of common stock. Any other equity-based awards granted by the Committee may be subject to performance goals established by the Committee based on one or more performance measures, including the performance measures described above.

Effect of Corporate Transactions. The 2021 LTIP contains provisions, which are described below, that provide for adjustments to the terms of some types of outstanding awards upon the occurrence of specified kinds of corporate transactions, including transactions that would be deemed to constitute a change in control of NextEra Energy, Inc. within the meaning of the 2021 LTIP, as described below (a “Change in Control”). The provisions of the 2021 LTIP governing such transactions will apply unless a different treatment of the applicable award is specified in the applicable award agreement at the time of grant, in another agreement with the grantee of the award, or in another writing entered into after the time of grant with the consent of the grantee.

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Change in Common Stock. The Committee will adjust accordingly and proportionately the number and kinds of shares of stock for which awards may be made under the Plan, including the number of shares available for issuance under the Plan, if the number of outstanding shares of the Company’s common stock is increased or decreased or the shares of the Company’s common stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of the Company’s common stock effected without receipt of consideration by the Company. In such an event, the Committee also will adjust the terms of outstanding awards under the 2021 LTIP to preserve the proportionate interests of the holders in such awards. The conversion of the Company’s convertible securities will not be treated as an increase in shares effected without receipt of consideration.

In the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared by the Company) without receipt of consideration by the Company, the Board or the Committee, in such manner as it deems appropriate, will adjust (1) the number and kind of shares of stock subject to outstanding awards, (2) the aggregate and per share option price of outstanding options and the aggregate and per share exercise price of outstanding SARs, and (3) any applicable performance goals.

Transaction not Constituting a Change in Control. If the Company is the surviving entity in any reorganization, merger or consolidation of the Company with one or more other entities which does not constitute a Change in Control, any outstanding option or SAR will pertain and apply to the securities to which a holder of the number of shares of stock subject to such option or SAR would have been entitled immediately after the transaction, with a corresponding proportionate adjustment to the per share option price of each such option and the per share exercise price of each such SAR. Further, in the event of any such transaction, performance-based awards (and the related performance measures if deemed appropriate by the Committee) will be adjusted to apply to the securities that a holder of the number of shares of stock subject to such performance-based awards would have been entitled to receive immediately after the transaction.

Change in Control in Which Awards are not Assumed or Continued. Except as otherwise provided in an award agreement, another agreement with the grantee, or another writing, upon the occurrence of a Change in Control in which outstanding awards of options, SARs, restricted stock, deferred stock units, dividend equivalent rights or other equity-based awards are not assumed or continued, the following provisions will apply to the awards (to the extent the awards are not assumed or continued):

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Change in Control in Which Awards are Assumed or Continued. Except as otherwise provided in the applicable award agreement, another agreement with the grantee, or another writing, upon the occurrence of a Change in Control in which outstanding awards of options, SARs, restricted stock, deferred stock units, dividend equivalent rights or other equity-based awards are being assumed or continued, the 2021 LTIP and such awards (to the extent the awards are assumed or continued) will continue in the manner and under the terms specified in any writing providing for assumption or continuation of such awards, which may specify the substitution for such awards of new common stock options, stock appreciation rights, restricted stock, deferred stock units, dividend equivalent rights and other equity-based awards relating to the stock of a successor entity, or a parent or subsidiary thereof. In the event of such a substitution, appropriate adjustments will be made to the number of shares subject to the original awards (disregarding any transaction consideration that is not common stock) and to option and SAR exercise prices.

Definition of Change in Control. The 2021 LTIP generally defines a “Change in Control” to mean the first to occur of any of the following events:

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Resales of Shares by Participants. Shares of the Company’s common stock issued pursuant to the 2021 LTIP will be eligible for sale by participants in the public market without restriction under the Securities Act of 1933, as amended, except that any shares purchased by an “affiliate” of the Company, as that term is defined in Rule 144 thereunder, will be subject to the resale limitations of Rule 144, other than the holding period condition. In general, Rule 144 provides that any such person (or persons whose shares are aggregated) is entitled to sell within any three-month period the number of shares of the Company that does not exceed the greater of (1) 1% of the then-outstanding shares of common stock and (2) the average weekly reported trading volume of the then-outstanding shares of common stock on the NYSE during the four calendar weeks immediately preceding the date on which the notice of sale is filed with the SEC. Sales under Rule 144 by affiliates also are subject to provisions relating to the manner and notice of sale and the availability of current public information about the Company.

Material Federal Income Tax Consequences. The following summarizes material federal income tax consequences of awards that may be granted under the 2021 LTIP.

Incentive Stock Options. An option holder will not realize taxable income upon the grant of an incentive stock option under the 2021 LTIP. In addition, an option holder generally will not realize taxable income upon the exercise of an incentive stock option. An option holder’s alternative minimum taxable income, however, will be increased by the amount by which the aggregate fair market value of the shares underlying the option, which is generally determined as of the date of exercise, exceeds the aggregate exercise price of the option. Further, except in the case of an option holder’s death or disability, if an option is exercised more than three months after the option holder’s termination of employment, the option will cease to be treated as an incentive stock option and will be subject to taxation under the rules applicable to non-qualified stock options, as summarized below.

If an option holder sells the option shares acquired upon exercise of an incentive stock option, the tax consequences of the disposition will depend upon whether the disposition is “qualifying” or “disqualifying.” The disposition of the option shares will be a qualifying deposition if it is made at least two years after the date on which the incentive stock option was granted and at least one year after the date on which the incentive stock option was exercised. If the disposition of the option shares is qualifying, any excess of the sale price of the option shares over the exercise price of the option will be treated as long-term capital gain taxable to the option holder at the time of the sale. If the disposition is a disqualifying disposition, the excess of the fair market value of the option shares on the date of disposition over the exercise price will be taxable income to the option holder at the time of the disposition. Of that income, the amount up to the excess of the fair market value of the shares at the time the option was exercised over the exercise price will be ordinary income for income tax purposes and the balance, if any, will be long-term or short-term capital gain, depending upon whether or not the shares were sold more than one year after the option was exercised.

Unless an option holder engages in a disqualifying disposition, the Company will not be entitled to a deduction with respect to an incentive stock option. If an option holder engages in a disqualifying disposition, the Company will be entitled to a deduction equal to the amount of ordinary income taxable to the option holder.

If an option holder pays the exercise price of an incentive stock option by tendering shares with a fair market value equal to part or all of the exercise price, the exchange of shares will be treated as a nontaxable exchange, except that this treatment will not apply if the option holder acquired the shares being tendered pursuant to the exercise of an incentive stock option and has not satisfied the special holding period requirements summarized above. The tax basis of the shares tendered to pay the exercise price will be treated as the substituted tax basis for an equivalent number of shares received, and the new shares will be

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treated as having been held for the same holding period as the holding period that expired with respect to the tendered shares.

Non-Qualified Stock Options. An option holder will not realize taxable income upon the grant of a non-qualified stock option. When an option holder exercises the option, however, the difference between the exercise price of the option and the fair market value of the shares subject to the option on the date of exercise will constitute ordinary income taxable to the option holder. The Company will be entitled to a deduction equal to the amount of ordinary income taxable to the option holder if the Company complies with applicable reporting requirements.

If an option holder tenders shares in payment of part or all of the exercise price of a non-qualified stock option, no gain or loss will be recognized with respect to the shares tendered, even if the shares were acquired pursuant to the exercise of an incentive stock option. In such an event, the option holder will be treated as receiving an equivalent number of shares pursuant to the exercise of the option in a nontaxable exchange. The tax basis of the shares tendered will be treated as the substituted tax basis for an equivalent number of shares received, and the shares received will be treated as having been held for the same holding period as the holding period that expired with respect to the tendered shares. The difference between the aggregate exercise price and the aggregate fair market value of the shares received pursuant to the exercise of the option will be taxed as ordinary income, just as if the option holder had paid the exercise price in cash.

Restricted Stock. A grantee of restricted stock will not recognize any taxable income for federal income tax purposes in the year of the award if the common stock is subject to restrictions (that is, the restricted stock is nontransferable and subject to a substantial risk of forfeiture). The grantee, however, may elect under section 83(b) of the Internal Revenue Code to recognize ordinary income in the year of the award in an amount equal to the fair market value of the shares on the date of the award, determined without regard to the restrictions. If the grantee does not make such a section 83(b) election, the fair market value of the shares on the date on which the restrictions lapse will be treated as ordinary income to the grantee and will be taxable in the year in which the restrictions lapse. The Company generally will be entitled to a deduction for compensation paid equal to the amount treated as ordinary income to the grantee in the year in which the grantee is taxed on the income, if the Company complies with applicable reporting requirements.

Dividend Equivalents Rights. Grantees under the 2021 LTIP who receive awards of dividend equivalent rights will be required to recognize ordinary income in the amount distributed to the grantee pursuant to the award. If the Company complies with applicable reporting requirements, it will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Deferred Stock Units and Performance-Based Awards. A distribution of common stock or a payment of cash in satisfaction of deferred stock units or a performance-based award will be taxable as ordinary income when the distribution or payment is actually or constructively received by the recipient. The amount taxable as ordinary income is the aggregate fair market value of the common stock determined as of the date it is received or, in the case of a cash award, the amount of the cash payment. The Company will be entitled to deduct the amount of such payments when such payments are taxable as compensation to the recipient if the Company complies with applicable reporting requirements.

Stock Appreciation Rights. The grant of SARs will not result in taxable income to the participant or a deduction to the Company. Upon exercise of a SAR, the holder will recognize ordinary income in an amount equal to the cash or the fair market value of the common stock received by the holder. The Company will be entitled to a deduction equal to the amount of any ordinary income taxable to the grantee, and, as to SARs that are settled in shares of common stock, if the Company complies with applicable reporting requirements.

Unrestricted Stock. A holder of shares of unrestricted stock will be required to recognize ordinary income in an amount equal to the fair market value of the shares on the date of the award, reduced by the amount, if

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any, paid for such shares. The Company will be entitled to deduct the amount of any ordinary income taxable to the grantee if it complies with applicable reporting requirements.

Upon the holder’s disposition of shares of unrestricted stock, any gain realized in excess of the amount reported as ordinary income will be reportable by the holder as a capital gain, and any loss will be reportable as a capital loss. Capital gain or loss will be long-term if the holder has held the shares for more than one year. Otherwise, the capital gain or loss will be short-term.

Tax Withholding. Ordinary income taxable to an employee in connection with an award generally is subject to withholding. The Company may permit grantees to satisfy tax withholding obligations in connection with awards under the 2021 LTIP by withholding shares otherwise due and owing to the grantee at rates that may not exceed the maximum statutory withholding amounts.

Unless you specify otherwise in your proxy/voting instruction card or in the instructions you give by telephone or internet, your proxy will be voted FOR approval of the NextEra Energy, Inc. 2021 Long Term Incentive Plan.

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In accordance with Securities and Exchange Commission (“SEC”) regulations, the text of this shareholder proposal and supporting statement appear 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 Company will provide the name, address and share ownership information of the proponent of Proposal 5 promptly upon receipt by the Corporate Secretary of an oral or written request for that information.

The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders.

NextEra Energy provides opportunities for shareholders to participate in proposed actions through annual meetings and special meetings.

Under the Bylaws, shareholders may present items for consideration at an annual or special meeting of shareholders. Shareholders may propose items for business at the annual meeting by following the procedures set forth in the Company’s governing documents. Shareholders owning at least 20% of the Company’s common stock may call a special meeting in between annual meetings. Shareholder meetings allow all shareholders to consider, discuss and vote on pending shareholder actions. Additionally, shareholder meetings provide that accurate and complete information about the proposed action is widely distributed in a proxy statement before the meeting, which promotes a well-informed discussion and consideration of the merits of the proposed action.

NextEra Energy also provides shareholders the opportunity to nominate directors through proxy access.

The Bylaws permit, on specified terms, a shareholder, or a group of up to 20 shareholders, owning continuously for at least three years shares representing an aggregate of at least 3% of the Company’s outstanding common 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. This provides yet another way for shareholders to participate in the governance of the Company.

Action by written consent is not an effective means for shareholders to express their views.

Action by written consent permits a small group of shareholders with no fiduciary duties to other shareholders to initiate action with no prior notice either to other shareholders or to the Company. This prevents all shareholders from having an opportunity to deliberate in an open and transparent manner and to consider arguments for and against any action, including the Company’s position. Additionally, proponents of an action by written consent do not need to satisfy any holding requirements with respect to the common stock. This would allow shareholders engaging in short-term speculation to potentially determine the outcome of any particular issue. Such shareholders may not act in the interests of long-term holders of the Company’s common stock. In addition, the proposal could result in multiple and competing written consent proposals by different shareholders. This would deprive shareholders from orderly consideration of business through the established processes of a duly called and held special shareholder meeting.

NextEra Energy actively engages with shareholders in order to provide an open and constructive forum for dialogue.

The Company’s shareholder engagement efforts allow the Company to better understand our shareholders’ priorities and perspectives and enable the Company to effectively address the issues that matter most to its shareholders. The Company values the input and insights of its shareholders and is committed to continued engagement. In 2020 alone, the Company held more than 325 meetings or calls with more than 700 different institutional investors.

NextEra Energy has an established process by which shareholders may communicate with the Board.

In addition to annual and special meetings, shareholders have other avenues for raising important matters with the Board. The Company has procedures in place that provide its shareholders with the opportunity to

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communicate directly with members of the Board, including the independent Lead Director, as described in this proxy statement.

NextEra Energy has strong corporate governance practices in place.

In addition to providing for shareholders’ right to call special meetings, the Company has an annually- elected Board, a majority voting standard for election of directors in uncontested elections, an independent Lead Director and proxy access bylaw provisions as described above. The Company’s governance practices are more fully described in Governance Highlights of this proxy statement.

Unless you specify otherwise in your voting instructions, your proxy will be voted AGAINST Proposal 5.

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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 and 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….”

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The table below shows the number of shares of NextEra Energy common stock beneficially owned as of March 23, 2021 by each of NextEra Energy’s directors (all of whom are nominees for director) and NEOs and by all directors and executive officers as a group. As of March 23, 2021, all directors and executive officers as a group beneficially owned less than 1% of NextEra Energy common stock. No shares are pledged as security.

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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 Sherry S. Barrat, James L. Camaren, Kenneth B. Dunn, Naren K. Gursahaney, Kirk S. Hachigian, Amy B. Lane, David L. Porges, Rudy E. Schupp, John L. Skolds, Lynn M. Utter and Darryl L. Wilson, constituting all 11 non-employee directors, are independent under the NYSE standards and the Governance Guidelines.

In determining that Mr. Schupp is independent, the Board considered that a NextEra Energy subsidiary has employed Mr. Schupp’s son since June 2011 in non-executive business roles, for total compensation in 2020 of approximately $225,000.

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

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Director, having been appointed in May 2020. The independent directors will appoint a successor to Mrs. Barrat as the Lead Director at the meeting of the Board immediately following the 2022 annual meeting.

The Lead Director has the following duties and authorities:

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.

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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.

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

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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 also 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 eight times in 2020. Each director attended 100% of the total number of Board meetings and meetings of the committees on which he or she served during 2020. 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. The thirteen directors in office at the time attended the 2020 annual meeting of shareholders.

Board Committees

The standing committees of the Board are the Audit Committee, the Compensation Committee, the Governance & Nominating Committee, the Finance & Investment Committee, the Nuclear Committee and the Executive Committee. The committees regularly report their activities and actions to the full Board, generally at the Board meeting next 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 charters of the committees 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.

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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 satisfy the requirements in the Bylaws. Notice of proxy access director nominees for the 2022 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 and must be received no earlier than November 1, 2021 and no later than the close of business on December 1, 2021. 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.

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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 2022 annual meeting, they must be received no earlier than January 20, 2022 and no later than February 19, 2022.

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, care of the General Counsel, 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 General Counsel to assist the Board in reviewing all written communications to the Board, any Board committee or any director as follows:

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 General Counsel 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:

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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 2020, three providers of investment management and administrative services to the Company were also 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:

NextEra Energy believes that the terms of the services described above are comparable to the terms that would be available to an unrelated third party under the same or similar circumstances.

During 2020, the adult son of Mr. Rudy E. Schupp was employed by a subsidiary of NextEra Energy as a Project Director. His total compensation for 2020 was approximately $225,000 and he was eligible for company benefits available to all other employees in a similar position.

In 2020, the law firm in which the brother of Mr. Kirk S. Hachigian is a partner received from a subsidiary of the Company a payment of approximately $577,000 for legal services rendered in connection with an acquisition completed by the Company’s subsidiary.

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Audit-Related Matters

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,

William H. Swanson, Chair

Kenneth B. Dunn

Naren K. Gursahaney

Toni Jennings

John L. Skolds

Darryl L. Wilson

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, 2020 and 2019.

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

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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 2020 and 2019, 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 2020 and 2019 were compatible with maintaining that firm’s independence.

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