Independent
Tenure on this board
8.3 yrs
3 nominees · 3 ballot items.
Election of three Class I directors; Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm; Advisory (non-binding) vote to approve executive compensation (Say-on-Pay).
Elect three Class I director nominees (James G. Berbee, Londa J. Dewey, Angela S. Rieger) to serve three-year terms expiring at the 2029 Annual Meeting.
Ratify selection of PwC as the Company's independent registered public accounting firm for 2026.
Non-binding advisory (Say-on-Pay) vote to approve compensation of named executive officers as disclosed in the Proxy Statement.
This advisory proposal asks shareholders to approve, on a nonbinding basis, the compensation of the named executive officers as disclosed in the proxy, including the CD&A and compensation tables. Management seeks this vote to obtain shareholder feedback and to demonstrate alignment of executive pay with performance metrics. The board recommends a vote FOR, noting the compensation program ties a significant portion of pay to performance via STI and PSU metrics (EPS, ROE, TSR) and includes stock ownership guidelines, clawback provisions, and consultant benchmarking. Context includes strong prior say-on-pay support (~95% in 2025), a mix of short- and long-term incentives, retirement and severance arrangements, and the company's regulated utility status where balancing customer affordability and shareholder returns is critical. The vote is nonbinding but will be considered by the board in future compensation decisions. The recommendation rationale emphasizes risk-mitigating features, alignment with long-term shareholder value, and retention/market competitiveness.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.6% | 3,902,052 | $302M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.2% | 2,663,101 | $206M |
| 3 | STATE STREET CORP | 5.2% | 1,918,678 | $148M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,641,026 | $127M |
| 5 | BlackRock, Inc. | 3.1% | 1,126,248 | $87M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 795,829 | $62M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 1.8% | 646,193 | $50M |
| 8 | FIRST TRUST ADVISORS LP | 1.2% | 446,870 | $35M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.1% | 418,151 | $32M |
| 10 | Qube Research Technologies Ltd | 0.9% | 330,037 | $26M |
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