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XCEL ENERGY INC

For the period ended May 22, 2024. Filed Apr 9, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2024 · Filed Apr 9, 2024

XEL$79.67-0.9%Stored close · as of Nov 6, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box:   ☐ Preliminary Proxy Statement   ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))   ☒ Definitive Proxy Statement   ☐ Definitive Additional Materials   ☐ Soliciting Material pursuant to §240.14a-12 XCEL ENERGY INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):   ☒ No fee required   ☐ Fee paid previously with preliminary materials   ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

WE'RE COMMITTED TO DELIVERING ESSENTIAL ENERGY—ENERGY THAT'S RELIABLE, SAFE, AFFORDABLE AND CLEAN – WHILE DRIVING POSITIVE CHANGE FOR OUR PEOPLE AND PLANET.THAT'S WHAT WE CALL GOING BEYOND ENERGY

OUR BUSINESS

3.8 MELECTRICCUSTOMERS2.2 MNATURAL GASCUSTOMERS~11,000XCEL ENERGYJOBS$51.6B2023CAPITAL ASSETS54%CARBON-FREEELECTRICITY
NOTICE OF 2024 ANNUALMEETING OF SHAREHOLDERS414 Nicollet MallMinneapolis, MN 55401
Meeting InformationVoting Information
Time and Date11:00 a.m. Central TimeMay 22, 2024•Please act as soon as possible to vote your shares, even if you plan to attend the annual meeting. •Your broker will NOT be able to vote your shares on the election of directors, advisory approval of our executive compensation or approval of the 2024 Equity Incentive Plan unless you have given your broker specific instructions to do so. We strongly encourage you to vote.•You may vote via the internet, by telephone or, if you have received a printed version of the proxy materials, by mail.•If you wish to vote your shares during the virtual meeting, you need the control number included on your proxy card or your Notice of Internet Availability of Proxy Materials. We recommend you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting begins.•The virtual meeting platform provides shareholders with rights comparable to an in-person meeting, including the ability to ask questions. Please refer to "How Can I Vote My Shares?" and "How Do I Attend the Annual Meeting?" on pages 72 to 74 of the proxy statement.
How to AttendVia the internet at www.virtualshareholdermeeting.com/XEL2024. There will be no physical meeting location.
Record DateHolders of record of our common stock as of March 25, 2024 are entitled to receive notice of and vote at the meeting.
Mailing DateThese proxy materials and our 2023 Annual Report are being mailed or made available to our shareholders on April 9, 2024.
Annual Meeting Agenda
Proposals1.Election of 13 director nominees named in the proxy statement2.Approval of our executive compensation in an advisory vote (say on pay vote)3.Approval of the Xcel Energy Inc. 2024 Equity Incentive Plan4.Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024Shareholders will also transact such other business as may properly come before the meeting.Your vote is important.
Please vote on the proposals as described in the proxy statement.
You are receiving these proxy materials in connection with the solicitation by the Board of Directors ("Board") of Xcel Energy Inc. (referred to in the proxy statement as "Xcel Energy," the "Company," "we," "us" and "our") of proxies to be voted at Xcel Energy’s 2024 Annual Meeting of Shareholders.By Order of the Board of Directors, Amy Schneider Vice President, Corporate Secretary April 9, 2024
Thank you for investing in Xcel Energy.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 22, 2024: Our 2024 Proxy Statement and 2023 Annual Report are available free of charge at www.proxyvote.com.

LETTERFROMTHE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

April 9, 2024Dear Fellow Shareholders:2023 was another strong year for Xcel Energy, our customers, our communities and our investors. The pace of change in 2023 was extraordinary — but so were our accomplishments. We advanced significant long-term strategic objectives for the Company across clean energy, clean fuels and electric transportation. All the while, we continued to serve our customers safely, reliably, affordably and sustainably. Making the clean energy future a realityIn 2023, we marked the five-year anniversary of our clean energy commitment: A bold, industry-leading vision to deep carbon emissions reductions in our electric business by 2030 and a carbon-free electric system by 2050. When we made this commitment in 2018, it was a watershed moment for the industry, as we joined environmental advocates, customers and policymakers to chart a path to a clean energy future. Leading the clean energy transition is embedded in the fabric of our Company. Last year, we continued progress in this strategic priority:•We reduced our emissions 54% over 2005 levels and have plans in place to achieve our 80% reduction target by 2030. •We now have more than 10,000 megawatts of renewable energy on our systems and the opportunity to deploy an additional 15,000 to 20,000 megawatts of new, clean energy into our systems by 2030. •We’ve laid the groundwork to extend the lives of our two nuclear plants, Monticello and Prairie Island, which are the largest sources of carbon-free energy that serve our customers. •On December 31, we retired the first of three units at our Sherburne County Generating Station while simultaneously building the largest solar facility in the Midwest at the same site. •In June, we broke ground on Colorado’s Power Pathway, a $1.7 billion transmission superhighway across the Eastern Plains of Colorado — and just one of the major transmission projects we have underway that will deliver clean energy to our customers.•The Department of Energy awarded us nearly $1.5 billion to support our Heartland Hydrogen Hub, long-term duration storage pilots with Form Energy, transmission expansion and grid resilience in extreme weather. These technologies will be key to achieving our long-term zero-carbon goals, and the grants help in keeping our customers' bills low.•We are also laying the framework to achieve net-zero greenhouse gas emissions on our natural gas system with our Clean Heat Plan in Colorado and Natural Gas Innovation filing in Minnesota.

Delivering for our customers, communities and shareholdersEven as we made progress on delivering for our key stakeholders, we acknowledge that last year also brought challenges. The beginning of 2023 brought historically high natural gas commodity prices, resulting in many customers receiving higher-than-normal energy bills. Xcel Energy, like many companies, faced financial headwinds from inflation, supply chain pressures and ongoing impacts from hiring trends that started during the pandemic. I’m proud that even in a challenging environment, our customers' electric and natural gas bills are amongst the lowest in the country, at 28% and 14% below the national average, respectively.
We are also actively working to address price volatility. The actions we've taken over the past seven years to install thousands of megawatts of wind energy have provided nearly $4 billion in customer price mitigation through avoided fuel costs and production tax credits. And in our gas distribution segment, the proposed Colorado Clean Heat Plan offers a portfolio of solutions that drive affordable emission reductions that have the added benefit of mitigating fuel price volatility. The proposed Minnesota Natural Gas Innovation plan maximizes benefits from the federal Inflation Reduction Act while piloting technologies that are critical to lowering emissions profiles for our Minnesota customers. Additionally, in 2024, our communities in the Texas Panhandle experienced a wildfire event. We worked quickly to restore power during the event and are actively working with our customers, communities and those impacted by the event to provide support and to help chart a path toward rebuilding. As the climate and landscape evolve around us, we are committed to continuing to advance system readiness and resiliency. We are also committed to showing up for our communities in other ways: The Xcel Energy Foundation granted $4.4 million to 409 nonprofits through our focus area grants. Our Giving Campaign raised $4.1 million, benefiting more than 1,300 nonprofits. Our Day of Service attracted 2,500 people who volunteered more than 7,200 hours at 126 nonprofit projects — equating an economic impact of approximately $230,000, and in 2023 our Customer Care group connected customers with $186.9 million of public energy assistance. As we deliver benefits to our customers and communities, we also achieved ongoing earnings of $3.35 per share in 2023, which represented our 19th consecutive year of meeting or exceeding ongoing earnings guidance, and we returned shareholder capital through our dividend distributions which increased 6.7% year-over-year."Our clean energy vision is about sustainability, energy security and economic prosperity for our customers."
Delivering with our Xcel Energy teamAs we execute on our strategic priorities, I couldn’t be more optimistic about the new generation of leaders we have elevated throughout the Company. We have new leaders in many of our operating segments as well as in our senior executive ranks with Amanda Rome assuming the role of Group President, Utilities and Chief Customer Officer and Rob Clark assuming the role of Chief Communications Officer.In 2023, our co-workers delivered for our customers, communities and one another. Our employees are truly our greatest asset. Thanks to them, in 2023 Xcel Energy was recognized as one of Ethisphere’s World’s Most Ethical Companies for the fourth year in a row, as well as one of Fortune’s Most Admired Companies. We also received accolades from Military Times as a Best for Vets employer, the Human Rights Campaign for its Equality 100 Award: Leader in LGBTQ+ Workplace Inclusion and a score of 100 on the Disability Equality Index for our disability inclusion in the workplace. Looking ahead to an exciting futureAs we look forward to the next five years and beyond, we see a future that is bright for our communities, our customers, our co-workers and our investors. At our annual meeting we look forward to sharing more with you about our success in 2023 and our positive future outlook. Sincerely,Bob FrenzelChairman, President and Chief Executive Officer

LETTERFROMTHE LEADINDEPENDENTDIRECTOR

April 9, 2024

Dear Fellow Shareholders:

On behalf of the Board of Directors, I would like to extend an invitation to Xcel Energy’s 2024 Annual Meeting of Shareholders. Looking into 2024 and beyond, we see a future that is bright for Xcel Energy’s communities, customers, employees and investors.

I am honored to serve as your Lead Independent Director, and I am committed to sustaining the Board’s governance role by fostering transparency between our independent directors and management while continuing to build a talented, industry-leading Board. This is done in service to you, our shareholders.

Responsible stewardship of bold investment plans

In 2023, Xcel Energy once again advanced significant long-term strategic objectives for the Company while continuing to serve customers with safe, reliable, affordable and sustainable energy. This included executing on the largest capital investment program in the history of Xcel Energy, investing approximately $6 billion in infrastructure to improve the resiliency of systems, enable clean energy for customers and deliver economic growth and vitality to the communities Xcel Energy serves. And, there’s more to come as Xcel Energy embarks on its most ambitious capital investment plan to date: $39 billion over the next five years.

Xcel Energy is looking in the coming years to deploy 15,000 to 20,000 megawatts of new, clean energy into our systems, expand and innovate our transmission and distribution systems and deliver new solutions to customers. As a Board, our top priority is to balance risk management, operational excellence and innovation. In providing independent oversight, we work to ensure that Xcel Energy will continue to lead the nation’s clean energy transition, working at the pace of technological innovation and economics without sacrificing customer affordability and reliability, all while remaining one of the most consistent financial performers in the sector.

Safety first, Safety Always

Your Board is committed to Xcel Energy’s “Safety Always” initiative, through which we provide the Company’s employees and contractors the resources and support they need to do their jobs safely. Safety is an industry-wide focus – frontline workers are constantly within arms’ length of live electricity, high pressure natural gas, high-energy steam and busy roadways. In 2023, the Company made significant progress in its Safety Always approach and, as a result, is making Xcel Energy a safer place to work. In 2023, Xcel Energy realized its best safety performance in the past decade. This progress is thanks to a commitment to safety that starts with our frontline and extends all the way to the boardroom.

Active, engaged Board

We have a proven track record of delivery for Xcel Energy and our investors, thanks in part to our sound governance practices. Our combination of independent oversight, broad expertise, specific industry experience and strong engagement help deliver consistent, strong results while Xcel Energy continues to lead this complex, rapidly evolving industry. Our practices ensure effective Board operations, encourage independent thought and judgment and execute appropriate levels of Board oversight.

The Board also enhanced its capabilities this year with the election of Timothy Welsh, who is the Vice Chair of Consumer and Business Banking for U.S. Bancorp, a financial services holding company serving millions of local, national and global customers. Tim’s background in delivering excellence for customers while navigating a highly regulated business framework and managing cybersecurity risk provides Xcel Energy valuable governance and oversight skills.

The year ahead

Our commitment to best-in-class governance to represent your interests and deliver outstanding results remains strong. Our practices are detailed in the proxy statement, which I encourage you to review before casting your vote.

On behalf of myself, my fellow directors and Xcel Energy, thank you for your dedicated support of Xcel Energy, its mission and clean energy vision. It is a tremendous honor and privilege to serve as Xcel Energy’s Lead Independent Director.

Sincerely,

Kim Williams

Lead Independent Director

Proxy Summary1
Corporate Governance8
Summary of Governance Practices8
Leadership Structure and Roles10
Risk Oversight11
Board Committees13
Board Practices15
Board Planning and Composition18
Proposal No. 1Election of Directors21
Sustainability and ESG Oversight29
Human Capital Management31
Proposal No. 2Advisory Vote on
Executive Compensation (Say on Pay Vote)32
Compensation Discussion and Analysis33
Highlights33
Establishing Compensation35
Additional Compensation Program Features and Policies41
Report of the Compensation Committee43
Executive Compensation44
Summary Compensation Table44
Grants of Plan-Based Awards46
Outstanding Equity Awards at Fiscal Year-End47
Option Exercises and Stock Vested48
Pension Benefits49
Nonqualified Deferred Compensation51
Potential Payments upon Termination or Change in Control52
CEO Pay Ratio55
Pay Versus Performance56
Proposal No. 3Approval of the Xcel Energy Inc.
2024 Equity Incentive Plan58
Factors Considered in Setting Size of Share Reserve58
Updated Equity Compensation Plan Information58
Key Compensation Practices59
Description of the 2024 Plan59
U.S. Federal Income Tax Consequences62
New Plan Benefits63
Securities Authorized for Issuance under Equity Compensation Plans63
Director Compensation64
Annual Equity Grant64
Stock Program64
Director Compensation Table65
Director Stock Ownership Guidelines65
Proposal No. 4Ratification of Independent
Registered Public Accounting Firm66
Report of the Audit Committee67
Independent Auditors67
Audit and Non-Audit Fees67
Audit and Non-Audit Services Pre-Approval Policy68
Related Person Transactions68
Ownership of Securities69
Directors and Officers69
Largest Shareholders70
Questions and Answers About the Annual Meeting and Voting71
Appendix A – Reconciliation of Ongoing EPSA-1
Appendix B – 2024 Equity Incentive PlanB-1

Forward-Looking Statements

The statements contained in this proxy statement about our future performance, including, without limitation, future financial and operational results, strategies, visions, prospects, consequences and all other statements that are not purely historical, are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Although we believe that our expectations are based on information currently available and on reasonable assumptions, we can give no assurance they will be achieved. There are a number of risks and uncertainties that could cause actual results to differ materially from any forward-looking statements made herein. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission ("SEC"), which are available on our website: xcelenergy.com. These reports address in further detail our business, industry issues and other factors that could cause actual results to differ materially from those indicated in this proxy statement. In addition, any forward-looking statements included herein represent our estimates only as of the date hereof and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even if our internal estimates change, unless otherwise required by applicable securities laws.

Xcel Energy’s website address is xcelenergy.com.The information on Xcel Energy’s website is not a part of, or incorporated by reference into, this proxy statement.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.