Independent
Tenure on this board
5.7 yrs
10 nominees · 3 ballot items.
Vote to elect ten directors for one-year terms; advisory (say-on-pay) vote to approve named executive officer compensation; and ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.
Election of ten directors nominated by the board of directors to serve one-year terms until the next annual meeting.
A non-binding, advisory 'say-on-pay' vote asking shareholders to approve the compensation of the company's named executive officers as disclosed in the proxy statement (CD&A, Summary Compensation Table, and related tables and narrative).
This proposal requests an advisory (non-binding) shareholder vote to approve the company’s executive compensation as disclosed in the proxy materials, including the Compensation Discussion and Analysis and the Summary Compensation Table. Management seeks this endorsement to validate its pay-for-performance program design, which emphasizes a majority of pay being at-risk and ties short- and long-term incentives to adjusted net income, customer satisfaction, service reliability, cumulative earnings per share (CEPS), and relative total shareholder return (TSR). The board and its compensation committee are asking for approval to confirm alignment between executive incentives and the company’s strategic priorities—reliability, customer satisfaction, regulated utility performance, and sustainable shareholder returns. Contextually, the company reports strong operational and financial results in 2025 (record or near-record earnings metrics, reliability, customer satisfaction, and a regulatory rate settlement), which management cites as evidence that compensation design has supported performance. The board points to robust governance features—independent compensation committee, independent consultant engagement, clawback policy, stock ownership/retention guidelines, caps on incentive payouts, and prohibition on executive hedging or pledging—to argue the program is appropriately constrained and risk-moderated. While the vote is non-binding, management will review shareholder feedback and the results when considering future compensation decisions; the company previously received 92.7% shareholder support on say-on-pay, which it cites in support of maintaining its approach. Key considerations for investors evaluating this proposal include the heavy weighting toward adjusted net income in annual pay, the use of three-year CEPS and relative TSR for long-term awards, and the company’s specific regulatory and capital expenditure environment that can affect near-term earnings timing. The board recommends voting FOR because it believes the overall program drives long-term shareholder value, aligns pay with performance, and incorporates governance safeguards to limit excessive risk-taking.
Ratification of the audit committee’s appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.80% | 4,321,202 | $618M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.87% | 3,252,196 | $465M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.41% | 2,443,524 | $349M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 3.55% | 1,964,757 | $281M |
| 5 | T. Rowe Price Investment Management, Inc. | 3.53% | 1,953,221 | $279M |
| 6 | STATE STREET CORP | 3.47% | 1,924,146 | $275M |
| 7 | BlackRock, Inc. | 2.97% | 1,647,506 | $236M |
| 8 | REAVES W H CO INC | 2.45% | 1,358,570 | $194M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.44% | 1,350,480 | $193M |
| 10 | Neuberger Berman Group LLC | 2.37% | 1,313,454 | $188M |
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