Wec Energy Group Inc

This proposal requests a non-binding advisory approval of the compensation paid to the named executive officers (NEOs) disclosed in the proxy. Management seeks stockholder support to validate its executive pay philosophy, which emphasizes a competitive, performance-based program that ties a substantial portion of pay to short-term and long-term financial, operational and social performance measures. The Compensation Committee structures pay to align management incentives with stockholder interests by using a mix of base salary, an annual short-term performance plan (STPP) tied primarily to adjusted EPS and cash flow, and long-term incentives (performance units, options, restricted stock) weighted toward performance units that are influenced by relative TSR and utility ROE; operational and social metrics (customer satisfaction, safety, supplier and workforce diversity) can adjust annual payouts. The vote is advisory, so while non-binding it serves as important feedback; the Compensation Committee has historically engaged with investors and will consider the vote when setting future compensation. Management notes strong prior stockholder support (93.2% in 2025) and points to the program’s use of clawbacks, stock ownership guidelines, prohibition on hedging/pledging, and independent compensation consultant review as governance safeguards. The Board recommends FOR because it believes the program promotes long-term value creation, aligns pay with performance, and is appropriately calibrated given the Company’s regulated utility business and capital investment needs. Key contextual considerations include the Company’s large capital plan ($37.5B 2026-2030), regulatory environment that affects utility returns, and recent strong operating/financial results that produced above-target payouts. Investors should weigh the advisory nature of the vote, the detailed disclosure of metrics/targets, and the Company’s engagement history when assessing whether the pay program appropriately balances incentives and risk.

This management proposal asks stockholders to approve amendments to the Company’s Restated Articles of Incorporation to remove existing supermajority voting thresholds and adopt a majority-of-votes-cast standard for amendments, except where higher thresholds remain required by law. Management frames the change as responding to repeated stockholder expression in favor of majority voting standards and aligning with contemporary governance norms that favor majority rule to enhance accountability and stockholder influence. The amendment would eliminate the 80% vote requirement currently required to change specified charter provisions (e.g., preferred stock provisions, certain repurchase restrictions, and the procedure for amending the Articles) and would also change the approval standard for purchases of shares from >5% holders. The Board argues the supermajority thresholds can impede change supported by a majority of active voters and that many public companies have moved away from such entrenched provisions. The proposal is notable because, under Wisconsin law, the Business Combination Statute still requires an 80% vote to render it inapplicable, so not all supermajority effects would necessarily disappear; management acknowledges this legal constraint. Stockholders should weigh the governance benefits of easier amendment (improved responsiveness to majority views, reduced entrenchment) against potential risks (easier to pass amendments that could affect rights or protections minority holders previously enjoyed). The context includes recent high stockholder support for a similar advisory proposal and the Board’s decision to re-submit a binding amendment after prior votes fell short of the 80% charter amendment threshold. If approved, the Company will file Articles of Amendment to effect the change; if not approved, the current supermajority provisions would remain. The Board recommends FOR, asserting this change promotes stockholder democracy and reflects evolving best practices; opponents might view the change as reducing protections against opportunistic action by large holders or short-term majorities. Overall, the proposal materially shifts the mechanics of corporate amendment and stockholder power and should be evaluated in light of the Company’s ownership structure, historical voting turnout, and regulatory context.

This management proposal would amend the Company’s Bylaws to remove specific bylaw provisions that currently require an 80% stockholder vote to amend certain bylaw provisions (e.g., stockholder unanimous consent, board size, director terms, removal standards, notice of meetings, indemnification provisions) and to replace those thresholds with a majority-of-votes-cast standard. The Board presents the change as consistent with evolving governance best practices and responsive to prior stockholder advisory votes favoring majority voting, and contends that majority rules improve stockholder ability to effect governance changes. Under the proposed changes, director removal would be by majority of votes cast rather than the current mix of majority-for-cause and 80% without-cause thresholds, thereby lowering the barrier for removal in non-cause situations. The Board notes the proposals are complementary to its simultaneous charter amendment proposal but that either could fail independently; if only the bylaws change passes, the articles’ supermajority provisions would remain. Stockholders should consider whether lowering the amendment and removal thresholds enhances accountability or whether it could enable abrupt shifts in governance at the direction of a simple majority. The proposal also includes conforming edits to quorum and voting rule language to align procedural provisions with the majority voting standard. The Board recommends FOR, arguing the change restores majority rule norms and reduces entrenchment; opponents may see a reduction in minority protections and increased exposure to activist initiatives. Given the Company's historical high turnout and recent advisory support for majority voting, the Board believes this amendment is appropriate and in stockholders’ long-term interests.

The proponent (John Chevedden) asks the Board to replace all supermajority voting requirements in the charter and bylaws with a majority-of-votes-cast standard and also requests authority to adjourn the annual meeting to solicit additional votes if the proposal initially fails to secure an 80% approval. Chevedden's argument centers on governance theory: supermajority provisions entrench management and can block changes supported by a majority of active voters, and moving to majority vote aligns with practices at many other companies and with research linking entrenched defenses to weaker performance. Management opposes the proposal on grounds that the Board has proactively submitted its own binding proposals (Proposals 4 and 5) to eliminate supermajority provisions and that the proponent’s requested adjournment would be an extraordinary, costly step given historically high turnout and substantial prior support; the Board therefore deems the stockholder proposal unnecessary. The shareholder seeks a more sweeping and immediate change (including an explicit statement that no supermajority standards shall exist, and an adjournment mechanism to secure an 80% outcome), while the Board’s approach is to pursue a binding path via charter and bylaw amendments requiring the statutory vote thresholds; Wisconsin law also constrains certain outcomes (e.g., business combination statute). The contested issues include trade-offs between majority rule and minority protections, the proper forum and mechanism for obtaining changes (stockholder vote thresholds and possible adjournment), and the cost/benefit of extraordinary procedural steps. For investors evaluating the contest, material considerations include the company’s ownership and voting turnout history, the near-majority historical support (e.g., 77% in 2025 for a related proposal), the Board’s governance rationale and incremental approach, and legal limits under Wisconsin law. The proponent’s requested adjournment to seek an 80% outcome is atypical and operationally significant; stockholders must weigh whether aggressive tactics to secure a supermajority are warranted versus accepting majority rule through the Board-sponsored proposals.