UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
¨
Definitive Proxy Statement
x
Definitive Additional materials
¨
Soliciting Material under Rule 14a-12
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CALPINE CORPORATION
(Name of Registrant as Specified in Charter)
Not applicable
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of filing fee (Check the appropriate box):
x
No fee required.
¨
Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
_______________________________________________________________________________________________
(2)
Aggregate number of securities to which transaction applies:
_______________________________________________________________________________________________
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
_______________________________________________________________________________________________
(4)
Proposed maximum aggregate value of transaction:
_______________________________________________________________________________________________
(5)
Total fee paid:
_______________________________________________________________________________________________
¨
Fee paid previously with preliminary materials.
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously paid:
_______________________________________________________________________________________________
(2)
Form, Schedule or Registration Statement No.:
_______________________________________________________________________________________________
(3)
Filing Party:
_______________________________________________________________________________________________
(4)
Date Filed:
_______________________________________________________________________________________________


***Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials
for the Annual Shareholder Meeting to Be Held on May 10, 2017


 
 
Meeting Information
CALPINE CORPORATION
 
 
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Meeting Type:           Annual Meeting
 
For holders as of:     March 13, 2017
 
Date:     May 10, 2017    Time: 8:00 AM CDT
 
Location:     Calpine Corporation
 
 717 Texas Avenue, 10th Floor
 
 Houston, Texas 77002
 
 
 
 
 
 
 
 
 
You are receiving this communication because you hold shares in Calpine Corporation.
 
 
CALPINE CORPORATION
717 TEXAS AVENUE
SUITE 1000
HOUSTON, TX 77002

 
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
 
 
 
We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
 
 
See the reverse side of this notice to obtain proxy materials and voting instructions.



-- Before You Vote --
How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
1. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
2. PROXY STATEMENT
3. 2016 ANNUAL REPORT
 
 
 
How to View Online:
 
 
Have the information that is printed in the box marked by the arrow
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(located on the following page) available and visit: www.proxyvote.com.
 
How to Request and Receive a PAPER or E-MAIL Copy:
 
 
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1)    BY INTERNET:    www.proxyvote.com
2)    BY TELEPHONE:    1-800-579-1639
3)    BY E-MAIL*:                sendmaterial@proxyvote.com
 
*If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow xboxa02.jpg (located on the following page) in the subject line.
 
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 26, 2017 to facilitate timely delivery.


-- How To Vote --
Please Choose One of the Following Voting Methods

 
Vote In Person: Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
 
Vote By Internet:  To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box
marked by the arrow xboxa02.jpg (located on the following page) available and follow the instructions.
 
Vote By Mail:  You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
 




Voting Items


The Board of Directors recommends a vote “FOR” the listed nominees:

1.
Election of Directors

Nominees:
 
1a.
Mary L. Brlas
 
1f.
David C. Merritt
 
1b.
Frank Cassidy
 
1g.
W. Benjamin Moreland
 
1c.
Jack A. Fusco
 
1h.
Robert A. Mosbacher, Jr.
 
1d.
John B. (Thad) Hill III
 
1i.
Denise M. O'Leary
 
1e.
Michael W. Hofmann
 
 
 

The Board of Directors recommends a vote “FOR” proposals 2 and 3.

2.
To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.

3.
To approve, on an advisory basis, named executive officer compensation.

The Board of Directors recommends a vote for every “ONE YEAR” for proposal 4.

4.
To approve, on an advisory basis, the frequency of future advisory votes on named executive officer compensation.

The Board of Directors recommends a vote “FOR” proposals 5, 6 and 7.

5.
To approve the Calpine Corporation 2017 Equity Incentive Plan.

6.
To approve the Calpine Corporation 2017 Equity Compensation Plan for Non-Employee Directors.

7.
To amend and restate the Company’s bylaws to adopt “proxy access” and to implement conforming revisions to related procedures for shareholders to nominate directors or propose other matters for consideration at shareholder meetings.

The Board of Directors recommends a vote “AGAINST” proposal 8.

8.
Shareholder proposal regarding annual report on lobbying activities and expenditures, if properly introduced at the Annual Meeting.

Note:
Such other business as may properly come before the annual meeting or any adjournment or postponement thereof.


NOTE:
THIS IS NOT A PROXY CARD. YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote the shares, you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the annual meeting, please bring this notice with you.


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