SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

May 19, 2017 (May 18, 2017)

DYNEGY INC.

(Exact name of registrant as specified in its charter)

(713) 507-6400

(Registrant’s telephone number, including area code)

N.A.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 5.07                                    Submission of Matters to a Vote of Security Holders.

On May 18, 2017, Dynegy Inc. (“Dynegy”) held its 2017 Annual Meeting of Stockholders. A total of 124,575,640 shares of Dynegy’s common stock were present or represented by proxy at the meeting. During the meeting four proposals were voted upon. The votes were as follows:

Proposal 1— Election of eight directors to serve until the 2018 Annual Meeting of Stockholders, or until successors have been elected or appointed.

Proposal 2 — Approval, on an advisory basis, of the compensation of Dynegy’s named executive officers described in Dynegy’s 2017 Proxy Statement.

Proposal 3 — Act upon a proposal, on an advisory basis regarding the frequency of the stockholder vote on the compensation of Dynegy’s named executive officers.

Proposal 4 — Ratification of the appointment of Ernst and Young LLP as Dynegy’s independent registered public accountants for the fiscal year ending December 31, 2017.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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