Northwestern Energy Group Inc

1. 1

   Black Hills Issuance Proposal

   ManagementBoard: FOR

   Approve issuance of Black Hills common stock under the Merger Agreement to be issued as merger consideration to NorthWestern shareholders.

   More detail

   This proposal asks Black Hills shareholders to approve the issuance of Black Hills common stock pursuant to the Merger Agreement as the merger consideration to be issued to NorthWestern shareholders. Management is seeking shareholder approval because the number of Black Hills shares to be issued in the Merger will exceed thresholds requiring shareholder authorization under applicable law and Black Hills’ charter, and issuance is a condition to completing the Merger. The request is transactional: without this approval the Merger cannot close. The board recommends FOR the proposal, citing its unanimous determination that the Merger and related issuances are advisable and in the best interests of the company and its shareholders. The proposal has governance implications because it increases outstanding equity and will dilute existing holders; management frames this dilution as necessary to create pro forma scale and strategic benefits from the combination. Regulatory and listing considerations are also in play: the issuance will be accompanied by a Form S-4 registration and listing actions to enable the newly issued shares to trade. The board and its financial advisor(s) evaluated valuation and exchange ratio fairness and concluded the issuance terms are commercially reasonable given the expected strategic and financial benefits. Shareholders should weigh the immediate dilution and increased share count against management’s articulated strategic rationale, financial advisor fairness opinions, and the fact that completion of the Merger depends on this approval.

2. 1

   NorthWestern Merger Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger dated August 18, 2025 (Annex A) to effect the merger with Black Hills, with NorthWestern continuing as a direct subsidiary of Black Hills.

   More detail

   This proposal asks NorthWestern shareholders to approve adoption of the Merger Agreement, which would combine NorthWestern and Black Hills with NorthWestern surviving as a direct subsidiary of Black Hills and the combined company ultimately renamed. Management seeks shareholder approval because under Delaware law and the Merger Agreement shareholder consent is a condition to closing. The NorthWestern Board unanimously recommends FOR, following a review supported by financial and legal advisors (including a fairness opinion from Greenhill that the Exchange Ratio is fair to NorthWestern shareholders). The proposal has critical strategic and regulatory context: completion is subject to antitrust, FERC and other regulatory approvals, and the transaction is intended to create scale and additional capital allocation flexibility. Shareholders should evaluate the value of the Exchange Ratio (0.98 shares of Black Hills per NorthWestern share), Greenhill’s analyses and assumptions, and the Board’s view of long-term strategic benefits versus risks including integration, increased indebtedness, and execution risk. The vote is binding and failure to approve will prevent the Merger from closing; abstentions or failures to vote count as votes against, making turnout and broker instructions consequential.

3. 2

   Black Hills Share Increase Proposal

   ManagementBoard: FOR

   Amend Black Hills charter to increase authorized common shares from 100,000,000 to 300,000,000 to enable issuance of merger consideration and provide flexibility for future corporate purposes.

   More detail

   This proposal requests shareholder approval to amend Black Hills’ articles to increase authorized common shares from 100 million to 300 million. Management asserts this increase is a condition to issuing the Merger consideration and is needed to ensure the combined company has adequate authorized shares for transaction-related issuance and future corporate flexibility such as equity compensation, acquisitions, and capital raises. Because South Dakota law and the Black Hills charter require shareholder consent to increase authorized capital, this vote is procedural but materially important — failure to approve the increase prevents issuance of the Merger consideration and thereby the closing of the Merger. The board has unanimously endorsed the amendment, citing strategic rationale and the operational need for a larger share pool. The increased authorization will not itself issue shares but enables future issuances at the board’s discretion, raising governance considerations about potential dilution; shareholders should assess the board’s commitments and any limitations on usage. Legal nuances specific to South Dakota (and the company’s interpretation of constitutional and statutory vote thresholds) affect the voting standard and the consequences of abstentions and failures to vote. In evaluating the proposal, shareholders should consider the exchange ratio, fairness opinions, the Merger’s strategic case, and the potential for future dilution against the necessity of this approval to consummate the transaction.

4. 2

   NorthWestern Merger-Related Compensation Proposal

   ManagementBoard: FOR

   Non-binding, advisory approval of the Merger-related compensation to NorthWestern’s named executive officers as disclosed pursuant to Item 402(t) of Regulation S-K.

   More detail

   This proposal is an advisory vote allowing NorthWestern shareholders to express their views on merger-related compensation arrangements for NorthWestern’s named executive officers as disclosed under Item 402(t). Management seeks this non-binding endorsement to gauge shareholder sentiment and provide transparency, though the underlying contractual arrangements would remain enforceable regardless of the vote. The NorthWestern Board unanimously recommends FOR, referencing its review and the fairness analysis provided by Greenhill. From a governance perspective, these proposals address potential conflicts of interest associated with change-in-control and retention payments; shareholders should review the Item 402(t) disclosures for amounts, recipients, and triggers. While advisory, a negative vote could prompt the NorthWestern Board and management to reconsider compensation practices or to engage with investors on governance concerns. The vote will not prevent payment of contractual amounts but informs future compensation design and board oversight.

5. 3

   Black Hills Name Change Amendment

   ManagementBoard: FOR

   Amend Black Hills charter to change corporate name to 'Bright Horizon Energy Corporation' upon closing of the Merger.

   More detail

   This proposal asks shareholders to approve an amendment to Black Hills’ charter to change the corporate name to Bright Horizon Energy Corporation upon completion of the Merger. Management frames the name change as a branding decision intended to reflect Newco’s combined operations and strategy and as one of the transaction conditions. The board believes the new name communicates the combined company’s business focus and supports post-closing integration and market positioning. From a governance perspective, the name change is non-economic — it does not affect share rights, outstanding certificates, or shareholder entitlements — but it is symbolically and operationally relevant for investor communications and identification of the successor entity. The filing will occur at closing and shareholders holding certificated shares will not need to exchange certificates solely because of the name change. The board’s unanimous recommendation signals alignment among directors, but shareholders should note the name change is tied to the broader Merger approvals and should evaluate it within that transaction context rather than in isolation.

6. 3

   NorthWestern Meeting Adjournment Proposal

   ManagementBoard: FOR

   Authorize the NorthWestern Board to adjourn the special meeting, if necessary, to solicit additional proxies or provide supplemental disclosure to shareholders.

   More detail

   This proposal asks NorthWestern shareholders to permit the Board to adjourn the special meeting to another time or place in order to solicit additional proxies or allow time for any supplemental or amended disclosures to be provided prior to voting. Management frames this as a practical and routine procedural mechanism to avoid failing to obtain the requisite approval at the scheduled meeting and to ensure shareholders have necessary information. The Board recommends FOR, noting that if the vote on the Merger Proposal is short of approval, adjournment would allow follow-up solicitation and outreach. For shareholders, adjournment affects the timetable for closing and can enable additional engagement between investors and management or proxy solicitors. While not altering the substance of the Merger, the adjournment proposal is consequential because it affects the company’s ability to secure the binding shareholder approval required for the transaction; abstentions count against approval thresholds, making the adjournment authority practically important.

7. 4

   Black Hills Indebtedness Increase Proposal

   ManagementBoard: FOR

   Approve amendment to increase Black Hills’ authorized indebtedness from $8 billion to $20 billion under South Dakota constitutional requirement.

   More detail

   This proposal requests shareholder approval to increase the maximum authorized indebtedness from $8 billion to $20 billion under South Dakota constitutional and statutory requirements. Management argues that the higher indebtedness ceiling is necessary to provide the combined company adequate financial flexibility post-merger, including funding capital investments, refinancing, or other corporate purposes. The Board treats this as a transaction-related governance step and indicates it is a condition to the Merger’s completion. For shareholders, the proposal has financial implications: raising the authorized indebtedness does not itself create debt but permits management to incur higher levels of leverage in the future, which may affect credit metrics and shareholder value. The board recommends FOR, citing strategic rationale, while shareholders should consider the company’s projected capital needs, the planned post-merger capital structure, and potential risks of increased leverage. The vote requires a majority of issued and outstanding shares under the Black Hills interpretation, and abstentions/failures to vote are treated as votes against, so turnout is consequential.

8. 5

   Black Hills Merger-Related Compensation Proposal

   ManagementBoard: FOR

   Non-binding, advisory approval of compensation to Black Hills’ named executive officers that is based on or otherwise relates to the Merger (Item 402(t) disclosures).

   More detail

   This is an advisory (non-binding) vote asking shareholders to approve the disclosed Merger-related compensation arrangements for Black Hills’ named executive officers pursuant to Item 402(t) of Regulation S-K. Management is seeking shareholder input on these compensation arrangements to provide transparency and to gauge shareholder sentiment, although approval is not a legal condition to paying the disclosed amounts. The Black Hills Board unanimously recommends a vote FOR, noting that the payments are contractual and will be paid if the Merger closes regardless of the advisory vote, but that the Board will consider the voting outcome in future compensation design and governance decisions. The proposal is typical in M&A transactions to address perceived conflicts of interest and to allow shareholders to voice views on change-in-control pay and retention arrangements. The central governance issue for shareholders is whether the disclosed arrangements are reasonable in scope and amount relative to the officers’ roles in achieving closing and post-close integration. Shareholders should review the Item 402(t) disclosure for specifics on amounts, recipients, and triggering conditions and weigh whether the benefits of a successful Merger justify the costs reflected in these arrangements.

9. 6

   Black Hills Meeting Adjournment Proposal

   ManagementBoard: FOR

   Authorize the Black Hills Board to adjourn the special meeting, if necessary, to solicit additional proxies or to provide supplemental disclosure to shareholders.

   More detail

   This proposal grants the Black Hills Board authority to adjourn the special meeting to another time or place, primarily to enable solicitation of additional proxies or to permit dissemination of timely supplemental disclosure if there are insufficient votes to approve the Required Proposals at the scheduled meeting. Management frames this as a procedural mechanism to ensure shareholders have full information and to give the Board the ability to achieve the quorum and vote thresholds necessary to close the Merger. Approval is not a condition to the Merger’s completion, but it provides the Board flexibility to adjourn rather than have the meeting fail for lack of votes. Shareholders should consider that adjournment could extend the timetable for closing and allow additional outreach by management and outside solicitors. The Board recommends FOR, citing practical need to solicit sufficient votes and to address potential last-minute issues; abstentions will count as votes against certain Black Hills Required Proposals, so the adjournment provision affects the company’s ability to secure approvals. From a governance standpoint, this proposal is routine in contested or close-vote situations but deserves attention because it affects timing and shareholder communications around the Merger.

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When is the Northwestern Energy Group Inc 2026 special meeting?

Northwestern Energy Group Inc (NWE) holds its 2026 special shareholder meeting on Thursday, April 2, 2026.

What is the record date for the Northwestern Energy Group Inc 2026 meeting?

The record date for the Northwestern Energy Group Inc 2026 meeting is Wednesday, January 28, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Northwestern Energy Group Inc's 2026 meeting?

The board is presenting 17 director nominees at the Northwestern Energy Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Northwestern Energy Group Inc 2026 meeting?

Shareholders will vote on 9 proposals at the Northwestern Energy Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.