XCEL ENERGY INC
For the period ended May 21, 2025. Filed Apr 8, 2025.
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May 21, 2025 · Filed Apr 8, 2025
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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
| NOTICE OF 2025 ANNUALMEETING OF SHAREHOLDERS | 414 Nicollet MallMinneapolis, MN 55401 |
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| Meeting Information | Voting Information | |
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| Time and Date10:00 a.m. Central TimeMay 21, 2025 | •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 or advisory approval of our executive compensation 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 66 to 67 of the proxy statement. | |
| How to AttendVia the internet at www.virtualshareholdermeeting.com/XEL2025. There will be no physical meeting location. | ||
| Record DateHolders of record of our common stock as of March 24, 2025 are entitled to receive notice of and vote at the meeting. | ||
| Mailing DateThese proxy materials and our 2024 Annual Report are being mailed or made available to our shareholders on April 8, 2025. |
| Annual Meeting Agenda | |
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| Proposals1.Election of 11 director nominees named in the proxy statement2.Approval of our executive compensation in an advisory vote (say on pay vote)3.Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025Shareholders 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 2025 Annual Meeting of Shareholders. | By Order of the Board of Directors, Amy Schneider Vice President, Corporate Secretary April 8, 2025 |
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| Thank you for investing in Xcel Energy. | |
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 21, 2025: Our 2025 Proxy Statement and 2024 Annual Report are available free of charge at www.proxyvote.com.
LETTERFROMTHE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
April 8, 2025Dear Fellow Shareholders:For over 150 years, Xcel Energy has provided safe, reliable and low-cost energy to customers. Today, as our nation calls on the energy industry to build the grid of the future, we are prepared to meet this challenge while continuing to serve customers and advance the economic growth and prosperity of the 1,600 cities and counties we serve. We are forecasting unprecedented customer demand driven by all the ways we use electricity, from smarter homes and businesses to transportation and advanced technologies. At the same time, we face increasing occurrences of extreme weather events and other threats to the reliability and safety of our electrical system. All the while, we continue to lead our communities in transitioning to cleaner energy in ways that will benefit them – and the environment – for years to come. In 2024, we announced our most ambitious investment plan, designed to supply what we need as a society to power our businesses, our homes, our communities and our way of life. We also continued to give a great deal to our customers and our communities. From jumping into action amidst severe weather events to contributing tens of thousands of volunteer hours to local causes and spurring thousands of jobs, I am incredibly proud of the dedication our team has shown. And, we were pleased to deliver another strong year for our investors – delivering on our earnings and dividend guidance for the 20th year in a row. Empowering growth, economic developmentXcel Energy is committed to supporting economic growth and development that strengthens our communities while leading the clean energy transition to meet the goals and aspirations of the customers we serve. For example, in 2024, our Corporate Economic Development team closed on 24 projects across our service territories, adding up to a staggering $5.1 billion in capital investment and 3,200 jobs. We also spent more than $4.7 billion with small and local businesses last year.The transition taking place at the Sherburne County Generating Station (Sherco) in Becker, Minnesota, encapsulates the innovation and ingenuity of the Xcel Energy team, showcases our outstanding community and government partnerships, and reinforces our commitment to the communities we serve and our goals for a clean energy future. Two development projects near Sherco highlight our work to support the expansion of critical data centers in Minnesota. These data centers will bring a number of economic benefits to this area, and as the electric provider for the community, we will be deeply integrated in the sites' development processes. We are also working with Meta, the global technology company that owns Facebook and Instagram, to power its new, 715,000-square foot data center in Rosemount, Minnesota. Data centers like these will be the technology infrastructure backbone of the 21st century economy and, since they run 24/7, all year long, powering them with renewable energy makes a tremendous impact. By 2030, we aim to capture about 25% of the nearly 9,000 megawatts of our data center opportunity pipeline currently available while continuing to deliver the reliable, low-cost service our customers expect and deserve.The Sherco site is also a national example of a successful clean energy transition. As of late 2024, Sherco Solar has been providing carbon-free electricity to our communities, and, when all phases are complete, it will be among the largest solar facilities in the nation. At the site, we are also building a long-duration battery storage pilot, with two more potential battery projects to come.
Delivering for our customers, communities and shareholders
2024 wasn't without challenges. In early March, we shared that Xcel Energy distribution assets appeared to be involved with an ignition of the Smokehouse Creek Fire in Texas. The response to this event by Xcel Energy employees was consistent with the integrity and commitment our stakeholders would expect and demand. I am proud of how our company quickly responded to repair and upgrade our infrastructure, fulfill the claims of those impacted and support the local communities' needs. Xcel Energy has served the Texas Panhandle for over 100 years, and we will continue to place these customers and communities at the center of all we do.
| Wildfire risk mitigation will continue to be a central focus of our efforts across the eight states we serve. For example, this year we plan to expand our early wildfire detection system to include 135 early wildfire detection cameras in Colorado and 57 in Texas as well as make significant steps towards hardening, segmenting and automating our systems in our more critical regions. Over the summer of 2024, we filed our 2025–2027 Wildfire Mitigation Plan for Colorado, detailing our multiyear proposal to build upon and improve existing efforts to incorporate evolving risk assessment methodologies, integrate industry experience, add new technologies and reduce wildfire risk. We filed a similar resiliency plan in late 2024 in Texas, and we will apply key learnings from both these projects throughout the Xcel Energy footprint. We are working with our legislatures to advance state-level wildfire risk frameworks and partnering with Edison Electric Institute, peer utilities and others to implement a federal legislative framework on wildfire risk mitigation. All these efforts are aimed at protecting public safety, reducing risk in our system and ensuring access to low-cost capital to continue system investment. Achievement of these goals will allow the company to continue to deliver safe, reliable and affordable energy in increasingly challenging weather environments. At the same time, we continue to make it easier for our customers to meet their goals. For instance, take Eldora: Since last summer, the Colorado ski resort near Boulder has participated in our RenewableConnect and RenewableConnect Flex Programs – innovations that enable our customers to access low-cost wind and solar energy to achieve their sustainability goals. Working with customers of all types and sizes – like Eldora – showcases our ability and expertise to guide and support our customers to make energy work better for them. | "Xcel Energy is committed to supporting economic growth and development that strengthens our communities, while leading the clean energy transition to meet the goals and aspirations of the customers we serve." |
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| Our employees also went above and beyond to truly power our communities. Employee contributions, combined with company contributions and Xcel Energy Foundation matches, resulted in total financial contributions of more than $14 million. In addition to giving with their wallets, our employees also gave with their valuable time. Our employees volunteered more than 88,000 hours, helping to address the issues that matter most to their communities. Beyond this, our Customer Care group connected our customers with $176 million of energy assistance. Our communities rely on Xcel Energy and its employees and, once again, we truly delivered. Building our Xcel Energy leadership teamXcel Energy faces an unprecedented opportunity for growth. We also know that to capture this opportunity, we must continue to evolve, develop and push ourselves to new heights.In 2024, I was pleased to welcome new leaders to Xcel Energy, including Rob Clark as Senior Vice President, Chief Communications Officer and Chief of Staff; Rob Berntsen as Executive Vice President, Chief Legal and Compliance Officer; Paul McGregor as Vice President, Wildfire Risk Management; Todd Wehner as Vice President, Treasurer; Roopesh Aggarwal as Vice President, Investor Relations, and others.Looking ahead to an exciting 20252025 marks the beginning of a period of unprecedented growth for Xcel Energy. As we embark on the new year, we remain steadfast in achieving our vision of being the trusted and preferred provider of the energy our customers need. In 2025, you will see a renewed focus and commitment by Xcel Energy on our three core priorities: Our Customers, Our People and Our Performance. Our team is fully aligned to deliver on these three priorities, and we know that our collective commitment in these areas will truly make energy work better for our customers.We are excited to share more with you at our annual meeting. As in previous years, you may attend the meeting online, submit questions and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/XEL2025. Please review the information in this proxy statement for instructions on how to access and participate in the virtual meeting.As always, we encourage and thank you for voting your shares prior to the annual meeting. Details on how and when to vote and other important information are included in the proxy statement. Thank you. | |
| Sincerely,Bob FrenzelChairman, President and Chief Executive Officer | |
LETTERFROMTHE LEAD INDEPENDENT DIRECTOR
April 8, 2025
Dear Fellow Shareholders:
Thank you for your continued support of Xcel Energy. As Bob shared, our country's energy system is at a critical juncture, and building cleaner, more efficient, more resilient infrastructure to meet this moment is more important than ever. Xcel Energy is prepared to build the electric grid of the future for our communities, customers, employees and investors.
Your Board is comprised of experienced and engaged directors who are deeply committed to sound policies, practices and governance to ensure Xcel Energy operates responsibly and performs effectively. I have the privilege of serving as the Lead Independent Director for Xcel Energy's Board of Directors, and I help foster these goals while leading a Board that can help Xcel Energy tackle the challenges of today – and lead the path to a better tomorrow.
In 2024, Xcel Energy introduced its updated capital plan, which calls for investing $45 billion between 2025 and 2029 to expand, strengthen and modernize our energy infrastructure. Our investments will ensure customers have energy when and where they need, keep their bills as low as possible and support the clean energy aspirations of the communities we support. As a Board, we are committed to empowering this transformational work and ensuring effective delivery for our customers, our communities, our employees and you, our shareholders.
Our enhanced risk management
Just like so many across the industry, Xcel Energy faces evolving threats to its ability to safely and reliably serve customers. That's why in 2024 we implemented an enhanced framework for risk management with a focus on key areas of evolving risk: wildfire, nuclear operations, pipeline safety and security.
Our goal is to provide the company's employees with the resources, support and training they need to mitigate these risks. Throughout the year, we realized the results of these efforts, including in nuclear operations oversight. In 2024, the Board met with the Institute of Nuclear Power Operations executive leadership, visited our Prairie Island Nuclear Plant and met with employees at our Monticello Nuclear Plant. The year concluded with our Monticello facility receiving federal approval to extend operations through 2050, ensuring our customers and regions continue to benefit from this low-cost, carbon-free, always-available generation resource.
This progress – and similar progress across all four risk areas – is thanks to the tireless dedication of Xcel Energy's employees, with the full support of management and this Board.
A committed, engaged Board
Xcel Energy has the governance, the Board and the management team in place to deliver consistent, strong results. In January 2025, we welcomed Devin Stockfish to the Board. Devin is the President and CEO of Weyerhaeuser Company and a member of its board of directors. His background in sustainable forest management, his engineering education and his experience in corporate strategy, finance, legal and regulatory issues provides Xcel Energy enhanced capabilities alongside valuable governance and oversight skills.
I also would like to recognize and extend our deepest gratitude to Christopher Policinski and Daniel Yohannes, who will both retire in May after our annual shareholder meeting. Chris has served on the Board for 15 years; Daniel has served on the Board for eight years. I will also retire in May after 15 years of service. Serving on the Xcel Energy Board of Directors has been among the greatest experiences of my professional career, and Bob and I have ensured there will be a smooth transition to your new Lead Independent Director, Patricia Kampling.
Looking forward to another strong year
Our focus on best-in-class governance to represent your interests and deliver outstanding results is detailed in the proxy statement included in the following pages. I encourage you to review before casting your vote.
On behalf of the entire Board of Directors, thank you for your continued support of Xcel Energy. I look forward to all we will achieve together in 2025 as we take Xcel Energy to new heights.
Sincerely,
Kim Williams
Lead Independent Director
| Proxy Summary | 1 | |
|---|---|---|
| Corporate Governance | 8 | |
| Summary of Governance Practices | 8 | |
| Leadership Structure and Roles | 10 | |
| Risk Oversight | 11 | |
| Board Committees | 13 | |
| Board Practices | 15 | |
| Board Planning and Composition | 18 | |
| Proposal No. 1 | Election of Directors | 21 |
| Sustainability Oversight | 28 | |
| Human Capital Management | 30 | |
| Proposal No. 2 | Advisory Vote on | |
| Executive Compensation (Say on Pay Vote) | 31 | |
| Compensation Discussion and Analysis | 32 | |
| Highlights | 32 | |
| Establishing Compensation | 34 | |
| Additional Compensation Program Features and Policies | 41 | |
| Report of the Compensation Committee | 42 | |
| Executive Compensation | 43 | |
| Summary Compensation Table | 43 | |
| Grants of Plan-Based Awards | 45 | |
| Outstanding Equity Awards at Fiscal Year-End | 46 | |
| Option Exercises and Stock Vested | 47 | |
| Pension Benefits | 48 |
| Nonqualified Deferred Compensation | 50 |
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| Potential Payments upon Termination or Change in Control | 51 |
| CEO Pay Ratio | 54 |
| Pay Versus Performance | 55 |
| Securities Authorized for Issuance under Equity Compensation Plans | 57 |
| Director Compensation | 58 |
| Annual Equity Grant | 58 |
| Stock Program | 58 |
| Director Compensation Table | 59 |
| Director Stock Ownership Guidelines | 59 |
| Report of the Audit Committee | 60 |
| Independent Auditors | 60 |
| Audit and Non-Audit Fees | 60 |
| Audit and Non-Audit Services Pre-Approval Policy | 61 |
| Proposal No. 3 | Ratification of Independent |
| Registered Public Accounting Firm | 61 |
| Related Person Transactions | 62 |
| Ownership of Securities | 63 |
| Directors and Officers | 63 |
| Largest Shareholders | 64 |
| Questions and Answers About the Annual Meeting and Voting | 65 |
| Appendix A – Reconciliation of Ongoing EPS | A-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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.