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Voting Matters and Board Recommendations: Board Vote Recommendation Page Reference (for more detail)
Proposal No. 1 Election of Directors FOR each nominee Page 18
Candidates provide the needed experience and expertise to govern the Company and ensure strong independent oversight.
Proposal No. 2 Advisory Vote on Frequency of Advisory Vote on Executive Compensation ONE YEAR Page 27
Allows shareholders to provide timely, direct input on executive compensation each year.
Proposal No. 3 Advisory Vote on Executive Compensation FOR Page 28
Xcel Energy's executive compensation plan is market-based, performance-driven, and aligned with shareholder interests.
Proposal No. 4 Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for 2017 FOR Page 61
All independence standards have been met and sound practices are employed to ensure strong, independent financial governance.
Proposal No. 5 Shareholder Proposal on the Separation of the Roles of Chairman and Chief Executive Officer AGAINST Page 64
Xcel Energy shareholders are best served by the current governance structure, which combines strong, independent governance with robust industry experience and insight.
Voting Matters and Board Recommendations:
Proposal No. 1 Election of Directors
Board Vote Recommendation: FOR each nominee
Page Reference: Page 18
Candidates provide the needed experience and expertise to govern the Company and ensure strong independent oversight.
Proposal No. 2 Advisory Vote on Frequency of Advisory Vote on Executive Compensation
Board Vote Recommendation: ONE YEAR
Page Reference: Page 27
Allows shareholders to provide timely, direct input on executive compensation each year.
Proposal No. 3 Advisory Vote on Executive Compensation
Board Vote Recommendation: FOR
Page Reference: Page 28
Xcel Energy's executive compensation plan is market-based, performance-driven, and aligned with shareholder interests.
Proposal No. 4 Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for 2017
Board Vote Recommendation: FOR
Page Reference: Page 61
All independence standards have been met and sound practices are employed to ensure strong, independent financial governance.
Proposal No. 5 Shareholder Proposal on the Separation of the Roles of Chairman and Chief Executive Officer
Board Vote Recommendation: AGAINST
Page Reference: Page 64
Xcel Energy shareholders are best served by the current governance structure, which combines strong, independent governance with robust industry experience and insight.


How to Vote

If you held shares of Xcel Energy common stock as of the record date (March 21, 2017), you are entitled to vote at the annual meeting.
  • By Internet — Go to the website at www.proxypush.com/xel, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials.
  • By Telephone — Call 1-866-883-3382, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card.
  • By Mail — If you received a full paper set of materials, date and sign your proxy card exactly as your name appears on your proxy card and mail it in the enclosed, postage-paid envelope. If you received a Notice of Internet Availability of Proxy Materials, you may request a proxy card by following the instructions in your Notice. You do not need to mail the proxy card if you are voting by Internet or telephone.
  • In Person — At the annual meeting.

Corporate Governance

Our proven track record of delivering solid financial and operational results is rooted in a foundation of sound corporate governance and a culture of compliance.


Governance Highlights

Our Board is composed of the right skill mix and has a healthy succession cadence.

9

Years Average Tenure

92%

Are Independent

33%

Are Female and/or Minority

92%

Have C-suite Experience

58%

Have Environmental Experience


“Best Corporate Social Responsibility Disclosure” for disclosure of environmental risk factors, employee and consumer safety and corporate sustainability, as well as the role the company plays in the community (2016 Corporate Secretary's Corporate Governance Awards).

Operational Performance

We deliver outstanding results in safety, storm restoration, carbon reduction and customer value, positioning us as an industry leader. Our "steel for fuel" growth strategy offers customers more clean energy while maintaining or reducing bills, reducing our carbon footprint, and creating growth for our business and shareholders.


Safe, Reliable Service

  • Invested more than $22 million to enhance grid information and security capabilities, with more than one billion in additional investment planned for the next five years
  • Improved the health of our gas system, including an 82% reduction in bare steel piping and a 100% reduction in cast iron piping since 2010; top quartile performance for preventing damages to buried gas facilities
  • Recognized for strong emergency response by the Edison Electric Institute
  • 50% reduction in OSHA recordable employee injuries since 2009
  • First utility to use drones in beyond line-of-sight inspections of electric and natural gas infrastructure, an approach expected to be safer for employees and more cost effective





Clean Energy

  • Named #1 utility wind provider for 12th consecutive year by the American Wind Energy Association
  • More than 7,500 megawatts of wind and solar capacity on our system, with nearly 1,000 megawatts added in 2016
  • Increased wind ownership by 200 megawatts in 2016, 600 megawatts under development, proposals for 2,150 megawatts and plans for more
  • 30% reduction in carbon emissions since 2005, with plans to reach a carbon emissions reduction of at least 45% by 2021




Customer Value

  • Industry leader in our level of focus on the Net Promoter Score1 customer loyalty metric
  • National account team formed to support commercial customers
  • Pilots and demonstrations underway to evaluate emerging generation, storage and energy management technologies
  • Customers saved more than 1,000 gigawatt hours through our energy-saving programs
  • Ranked #3 Top Green Power Program provider by The Green Power Network, and new all-renewable product offerings now available

1Net Promoter Score is a trademark of Bain & Company, Inc.






Environmental Protection Agency's (EPA) 2016 Climate Leadership Award for “Excellence in Greenhouse Gas Management-Goal Achievement,” the only utility recognized by EPA in 2016 and the only organization to receive two awards.

Financial Performance

Earning the trust and confidence of our shareholders, customers and policymakers remains a top priority. Our 2016 results demonstrate our continued ability to deliver on that commitment.


Total Shareholder Return



Track Record of Success


2015-2016 2005-2016
(CAGR)
Ongoing EPS Growth3 5.7% 6.1% Met or exceeded ongoing EPS guidance for 12 consecutive years
Dividend Growth 6.3% 4.3% Increased dividend for 13 consecutive years
Stock Price 13.3% 7.5% CAGR reflects YE 2005 to YE 2016

1EEI index is market capitalization-weighted, comprised of 44 companies for the one-year period, and 43 for the three- and five-year periods.
2We believe one-year results reflect end-of-year uncertainty and volatility in the utility industry, given election results and interest rate changes.
3Ongoing EPS is a non-GAAP number and is defined in Exhibit A, which reconciles this amount to GAAP EPS for each period.


Recognized among Fortune Magazine's “Most Admired Utilities,” with quality of products/services, quality of management and long-term investment value among our highest-rated attributes.

Responsible by Nature

We drive prosperity into our communities through economic development, community involvement and investments. Our collaborative approach and commitment to the environment help advance state, city and customer clean energy goals.


Economic Development

  • Nearly 70% of normal goods and services spend — more than $2 billion — went to local businesses
  • Played a leadership role in helping other Minnesota-based companies integrate local/diverse suppliers into their sourcing
  • Active membership/sponsorship in nearly 200 chambers of commerce



Community Engagement

  • Approximately 50,000 hours of volunteer service donated by our employees
  • Nearly $6 million pledged through our United Way campaign, with $3 million in employee donations and more than $2.5 million matched by the Xcel Energy Foundation
  • $3.9 million in grants awarded through the Xcel Energy Foundation to nonprofit organizations in STEM education, economic sustainability, environmental stewardship, and access to arts and culture




Diversity & Veteran Hiring

  • More than doubled spend with diverse suppliers since 2007
  • Brought more than 150 women-owned and minority-owned businesses together to identify potential bid opportunities
  • Exceeded our target veteran hiring rate of 10%, attaining 14% by year end
  • Honored with the Pro Patria award through the Department of Defense for support of Guard and Reserve employees




Clean Energy Leadership

  • Recognized by the White House, Department of Energy and Environmental Protection Agency for leadership and innovation with the Minneapolis Clean Energy Partnership
  • Converted more than 50,000 street lights to high efficiency LED lighting in 2016, with plans to complete 275,000 more, ultimately saving over 160 gigawatt hours annually
  • Distributed more than a half-million LED lightbulbs through sponsorships and events, an estimated savings of nearly 20 gigawatt hours annually
  • Poised to offer wind and solar energy directly to customers via innovative new product offerings





Recognized as one of Corporate Responsibility Magazine's “100 Best Corporate Citizens” for performance related to the environment, employee relations, corporate governance, financial results, and community support.

Results-Driven Compensation

Our compensation programs are performance-based and market competitive, aligning incentive opportunities with the performance expected of us by our shareholders and customers.





Annual Incentive Pay

(Financial performance can influence award funding and payout)


Long-term Incentive Pay




Notable
Accomplishments

  • Operating and maintenance expenses held flat for the past two years
  • Increased focus on customer loyalty metrics
  • 2nd best year ever in 2016 for employee safety based on number of OSHA recordable injuries
  • Reduced carbon emissions by 30% since 2005


Recognized by Military Times again in 2016 as one of the 75 best employers for veterans based on company culture and policies.


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