Independent
Tenure on this board
7.8 yrs
7 nominees · 3 ballot items.
Elect seven directors; non-binding advisory vote to approve 2025 named executive officers’ compensation (Say-on-Pay); ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
Elect seven nominees to the Board of Directors to serve one-year terms.
Non-binding, advisory (Say-on-Pay) vote to approve executive compensation for 2025 as described in the CD&A and related tables.
The Board seeks a non-binding advisory approval of the Company’s 2025 executive compensation (Say-on-Pay) as disclosed in the CD&A, compensation tables and narrative. Management is asking shareholders to endorse the pay program which emphasizes pay-for-performance and a majority of compensation at risk; metrics include adjusted EPS, TSR, rate base growth, O&M controls, safety and customer metrics. The Executive Compensation Committee changed the long-term incentive mix in 2025 (50% PSUs, 35% RSUs, 15% options) and increased CEO LTI target to align pay with peers; they also engaged in extensive shareholder outreach after lower prior support and enhanced disclosure of PSU targets. The vote is advisory only; the Board and Compensation Committee will consider the results when setting future compensation. The Board unanimously recommends a vote FOR, citing alignment with shareholder interests, rigorous metrics, clawback policies, and shareholder engagement.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.8% | 16,489,351 | $664M |
| 2 | BlackRock, Inc. | 5.7% | 16,208,577 | $653M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 12,661,679 | $510M |
| 4 | STATE STREET CORP | 4.4% | 12,431,482 | $501M |
| 5 | BlackRock, Inc. | 3.0% | 8,581,226 | $346M |
| 6 | NORDEA INVESTMENT MANAGEMENT AB | 1.5% | 4,335,742 | $175M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 4,140,038 | $167M |
| 8 | MILLENNIUM MANAGEMENT LLC | 1.4% | 4,062,482 | $164M |
| 9 | BlackRock, Inc. | 1.4% | 3,867,664 | $156M |
| 10 | Invesco Ltd. | 1.3% | 3,826,227 | $154M |
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