WEC ENERGY GROUP INC
For the period ended May 9, 2024. Filed Mar 28, 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 9, 2024 · Filed Mar 28, 2024
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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 under §240.14a-12 |
WEC Energy Group, 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 2024 ANNUAL MEETING
**AND PROXY STATEMENT
This Page Intentionally Left Blank
| WEC Energy Group | P-2 | 2024 Proxy Statement |
|---|
Dear Fellow Stockholders
On behalf of our Board of Directors, I cordially invite you to attend WEC Energy Group’s Annual Meeting of Stockholders. We look forward to hosting this year’s meeting in virtual format.
Throughout the year 2023, our Board of Directors and management team maintained a clear focus on the fundamentals of our business — delivering an exceptional year on virtually every meaningful measure.
Below are several highlights that demonstrate our commitment to grow long-term stockholder value, pursue a clean energy future, support our employees and communities, and ensure the diversity and experience of our Board of Directors.
Financial Performance
| • | Delivered solid net income and earnings per share. |
| • | Returned more cash to stockholders than in any other year in company history. |
| • | Declared a 7 percent increase in our dividend in January of 2024 — the twenty-first consecutive year of dividend increases for our stockholders. |
| • | Developed the largest five-year capital investment plan in the Company’s history. |
Environmental Stewardship
| • | Announced plan to eliminate coal as a fuel source three years earlier — by the end of 2032. |
| • | Made significant progress on the transition of our regulated fleet, including the addition of solar power, highly efficient natural gas generation and liquefied natural gas storage. |
| • | Began leading a pilot project to test a new form of long-duration battery storage, incorporating environmentally friendly materials, in partnership with EPRI and CMBlu Energy. |
Social Initiatives
| • | Achieved record employee safety performance for days away, restricted or transferred (DART). |
| • | Contributed through our charitable organizations more than $20 million to worthy organizations across our service areas. Our major focus areas continue to be: education, community and neighborhood development, arts and culture, and the environment. |
| • | Named one of America’s greatest workplaces for diversity – Five Star – by Newsweek magazine. |
Responsible Governance
| • | Finalized a plan to transition the role of Executive Chairman to Non-Executive Chairman, effective after the Annual Meeting of Stockholders, and to transfer executive management duties currently held by the Executive Chairman to the CEO. |
| • | Added a director with significant utility experience to the Board, making her the fifth new independent director in the past five years. |
| • | Extended our track record of strong linkage between pay and performance, with challenging financial, operational and social metrics in our compensation program. Received 95.48 percent support from stockholders for our executive compensation program at the 2023 annual meeting, the highest favorable result since this annual proposal began in 2011. |
We ask for your support of the proposals requiring a vote at this year’s meeting. And, as always, we welcome your engagement. Thank you for your confidence in WEC Energy Group.
Gale E. Klappa
Executive Chairman
| WEC Energy Group | P-3 | 2024 Proxy Statement |
|---|
Notice of 2024 Annual Meeting of Stockholders
Date and Time
Thursday, May 9, 2024 at 1:30 p.m., Central time.
Location
WEC Energy Group will hold a virtual annual stockholders meeting, held exclusively online at www.meetnow.global/M4ACHZT. Access to the meeting begins at 1:15 p.m., Central time.
Items to be voted
| 1. | Election of 12 directors-terms expiring in 2025. |
| 2. | Ratification of Deloitte & Touche LLP as independent auditors for 2024. |
| 3. | Advisory vote to approve compensation of the named executive officers. |
| 4. | Amendment of our Restated Articles of Incorporation to increase the number of authorized shares of common stock. |
| 5. | Stockholder proposal regarding simple majority vote. |
In addition, we will consider and act upon any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
How to attend the 2024 Annual Meeting
This year’s Annual Meeting will take place entirely online. If you would like to participate in the meeting, including voting, submitting a question, or examining our list of stockholders, you will need to visit our meeting site, located at www.meetnow.global/M4ACHZT, and enter your control number. Consistent with our prior virtual meetings, we will offer stockholder rights and participation opportunities.
**Registered Stockholders.**If your shares are registered in your name, your 15-digit control number was included on your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials.
**Beneficial Owners.**If you own shares in “street name” (that is, through a broker, bank or other nominee), you must register in advance to obtain a control number. For more information, see Annual Meeting Attendance and Voting Information, which begins on P-78.
**Your vote is very important to us.**We urge you to review the proxy statement carefully and exercise your right to vote. Even if you plan to attend the Annual Meeting, please vote your shares as soon as possible using one of the voting methods outlined in this notice. If you vote in advance, you are still entitled to vote at the Annual Meeting, which would have the effect of revoking any prior votes.
Margaret C. Kelsey
Executive Vice President, General Counsel and Corporate Secretary
March 28, 2024
Voting methods
Use the Internet Vote shares online. See page P-79.
Mobile Device Scan this QR code.
Call Toll-Free In the U.S. or Canada call 1-800-652-8683.
Mail your Proxy Card Follow the instructions on your voting form.
Record Date
Stockholders of record as of close of business on March 11, 2024 (Record Date), will be entitled to vote. Each share of common stock is entitled to one vote for each director position and one vote for each of the other proposals.
On or about March 28, 2024, the Proxy Statement and 2023 Annual Report are being mailed or made available online to stockholders.
**Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 9, 2024:**The Proxy Statement and 2023 Annual Report are available at www.envisionreports.com/WEC.
| WEC Energy Group | P-4 | 2024 Proxy Statement |
|---|
Table of Contents
| Forward-Looking Statements | P-6 |
|---|---|
| Proxy Summary | P-6 |
| Proposal 1 | P-12 |
| Election of 12 Directors-Terms Expiring in 2025 | |
| Board Composition | P-13 |
| Succession Planning/Director Nomination Process | P-16 |
| 2024 Director Nominees for Election | P-18 |
| Governance | P-24 |
| Primary Role and Responsibilities of our Board | P-24 |
| Our Environmental, Social and Governance Commitment | P-27 |
| Stockholder Engagement | P-29 |
| Board Leadership Structure | P-30 |
| Board and Committee Practices | P-30 |
| Board Evaluation Process | P-31 |
| Board Committees | P-32 |
| Compensation Committee Interlocks and Insider Participation | P-34 |
| Additional Governance Matters | P-34 |
| Communications with the Board | P-35 |
| Where to Find More Information on Governance | P-35 |
| Director Compensation | P-36 |
| Proposal 2 | P-38 |
| Ratification of Deloitte & Touche LLP as Independent Auditors for 2024 | |
| Independent Auditors’ Fees and Services | P-39 |
| Audit and Oversight Committee Report | P-40 |
| Proposal 3 | P-41 |
| Advisory Vote to Approve Compensation of the Named Executive Officers | |
| Compensation Discussion and Analysis | P-42 |
| Executive Summary | P-42 |
| Components of Our Executive Compensation Program | P-44 |
| Determination of Market Median | P-46 |
| Annual Base Salary | P-46 |
| Annual Cash Incentive Compensation | P-46 |
| Long-Term Incentive Compensation | P-49 |
| Compensation Recoupment Policy | P-53 |
| Stock Ownership Guidelines | P-54 |
| Prohibition on Hedging and Pledging | P-54 |
|---|---|
| Limited Trading Windows | P-54 |
| Retirement Programs | P-54 |
| Other Benefits, Including Perquisites | P-54 |
| Tax Gross-Up Policy | P-55 |
| Severance Benefits and Change in Control | P-55 |
| Impact of Prior Compensation | P-55 |
| Tax and Accounting Considerations | P-55 |
| Compensation Committee Report | P-55 |
| Executive Compensation Tables | P-56 |
| Summary Compensation Table | P-56 |
| Grants of Plan-Based Awards for Fiscal Year 2023 | P-58 |
| Outstanding Equity Awards at Fiscal Year-End 2023 | P-59 |
| Option Exercises and Stock Vested for Fiscal Year 2023 | P-60 |
| Pension Benefits at Fiscal Year-End 2023 | P-61 |
| Retirement Plans | P-61 |
| Nonqualified Deferred Compensation for Fiscal Year 2023 | P-64 |
| Potential Payments Upon Termination or Change in Control | P-66 |
| Pay Ratio Disclosure | P-68 |
| Risk Analysis of Compensation Policies and Practices | P-69 |
| Pay versus Performance Disclosure | P-69 |
| WEC Energy Group Common Stock Ownership | P-73 |
| Proposal 4 | P-75 |
| Amendment of our Restated Articles of Incorporation to increase the number of authorized shares of common stock | |
| Proposal 5 | P-77 |
| Stockholder Proposal Regarding Simple Majority Vote | |
| Annual Meeting Attendance and Voting Information | P-78 |
| Business of the 2024 Annual Meeting of Stockholders | P-78 |
| Voting Information | P-78 |
| Access to Proxy Materials | P-80 |
| Annual Meeting Attendance | P-80 |
| Stockholder Nominees and Proposals | P-81 |
| Appendix A - GAAP Reconciliation | P-83 |
| WEC Energy Group | P-5 | 2024 Proxy Statement |
|---|
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