Dte Energy Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect thirteen members of the Board of Directors to serve one-year terms expiring at the 2027 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Proposal — Nonbinding Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Advisory (nonbinding) vote to approve, on an advisory basis, the overall executive compensation paid to the Named Executive Officers as disclosed in the Compensation Discussion and Analysis and related disclosures (a 'say-on-pay' vote).

   More detail

   This management proposal requests an advisory (nonbinding) shareholder vote to approve the Company’s executive compensation as disclosed in the proxy (the typical 'say-on-pay' vote). Management seeks shareholder approval to confirm that the Organization and Compensation Committee’s compensation design—mixing base salary, annual incentives, and long-term equity awards—is appropriate and aligned with shareholder interests. The proposal emphasizes that a majority of the CEO’s and other NEOs’ compensation is variable and tied to measurable short-term and long-term performance metrics (including adjusted operating EPS, cash from operations, customer satisfaction and safety metrics, and relative total shareholder return). The Board and its independent O&C Committee argue the program promotes pay-for-performance, retention, and executive stock ownership, employs independent external consultants, includes a clawback policy, and avoids features like tax gross-ups and single-trigger change-in-control payments. The company reports strong recent performance outcomes (e.g., operating EPS, cash from operations, TSR) and high shareholder approval in prior say-on-pay votes, which management cites to support continuation of the program. Because the vote is advisory, the O&C Committee will consider the outcome when setting future compensation but is not legally bound by it; this places the vote in the context of continued shareholder engagement. The key governance consideration for shareholders is whether the performance metrics, weighting, and realized payouts (including long-term incentive plan outcomes and the Board’s discretion to adjust payouts) appropriately align management behavior with long-term shareholder value. On balance, the Board recommends FOR based on program design, oversight, linkage to strategic priorities, and recent compensation outcomes and shareholder engagement; opponents (if any) could focus on quantum of realized pay, the CEO transition in 2025, or specific payout metrics, which would be the central topics for future engagement.

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When is the Dte Energy Co 2026 annual meeting?

Dte Energy Co (DTE) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Dte Energy Co 2026 meeting?

The record date for the Dte Energy Co 2026 meeting is Tuesday, March 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dte Energy Co's 2026 meeting?

The board is presenting 13 director nominees at the Dte Energy Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Dte Energy Co 2026 meeting?

Shareholders will vote on 3 proposals at the Dte Energy Co 2026 meeting, each tagged with who proposed it and the board's recommendation.