Not independent
Tenure on this board
2.7 yrs
9 nominees · 3 ballot items.
Three proposals: (1) Election of nine directors; (2) Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026; and (3) Advisory (non-binding) vote to approve named executive officer compensation (Say-on-Pay).
Election of nine directors to serve one-year terms (nine nominees named in the proxy).
Ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks shareholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks shareholder support to confirm that its executive pay program — comprised of base salary, an annual cash incentive tied to net income, safety, reliability and customer satisfaction metrics, and a long-term equity incentive split 70/30 between performance share units and restricted share units — aligns with shareholder interests and market practices. The Board highlights that a significant portion of NEO pay is at risk (approximately 80% for the CEO and ~60% for other NEOs) and that performance metrics incorporate EPS, ROAE and relative TSR to emphasize long-term value creation. The proposal is explicitly non-binding, but the Board will consider the voting outcome when setting future compensation and notes historically strong shareholder support (98.3% approval in 2025). Contextual factors include recent corporate actions such as a pending merger with Black Hills, adjustments to CEO LTIP target following a 2023 promotion, and discretionary plan adjustments (e.g., adjusted net income for incentive calculations) that may affect perceived alignment. Management argues that discretionary adjustments were used sparingly and to better reflect core operating performance (for example, excluding certain non-recurring charges and tax items), while the Compensation Committee retained an independent consultant and maintains clawback and stock ownership guidelines to mitigate risk. Potential investor concerns could focus on the extent of discretion in adjusting performance metrics, retention/change-in-control arrangements tied to the pending merger, and whether pay outcomes sufficiently reflect recent decreases in net income despite strong TSR; the Board’s view is that overall design and historical shareholder votes support its approach. Given these elements, the Board recommends a “FOR” vote to endorse the program, but shareholders should weigh short-term financial results, discretionary adjustments, and merger-related compensation impacts when evaluating alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.10% | 4,980,733 | $328M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.67% | 3,489,737 | $230M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 2,782,707 | $183M |
| 4 | STATE STREET CORP | 3.80% | 2,335,081 | $154M |
| 5 | BlackRock, Inc. | 3.60% | 2,212,658 | $146M |
| 6 | AMERICAN CENTURY COMPANIES INC | 2.53% | 1,557,867 | $103M |
| 7 | FRANKLIN RESOURCES INC | 2.32% | 1,428,872 | $94M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.29% | 1,409,502 | $93M |
| 9 | MILLENNIUM MANAGEMENT LLC | 2.14% | 1,314,488 | $87M |
| 10 | Neuberger Berman Group LLC | 2.07% | 1,274,526 | $84M |
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