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2019 Proxy Statement
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Proxy Summary

Voting Matters and Board Recommendations: Board Vote
Recom­mendation
Page Reference
(for more detail)
Proposal
No. 1
Election of Directors
Candidates provide the needed experience and expertise to govern the Company and ensure strong independent oversight.
FOR each nominee Page 21
Proposal
No. 2
Advisory Vote on Executive Compensation
Xcel Energy’s executive compensation plan is market based, performance driven, and aligned with shareholder interests.
FOR Page 31
Proposal
No. 3
Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for 2019
All independence standards have been met and sound practices are employed to ensure strong, independent financial governance.
FOR Page 59

How to Vote

If you held shares of Xcel Energy common stock as of the record date (March 21, 2019), 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 strong financial and operational performance is rooted in a foundation of sound governance practices, an engaged and talented Board, and a focus on corporate culture.

Sound Practices

Right Structure
  • 12 of 13 Independent Members
  • Strong Independent Lead Director, elected annually
  • Annual committee assignments
Shareholder Rights
  • Annual election of directors by majority vote
  • Annual advisory vote on executive compensation
  • Proxy access adopted
Governance Best Practices
  • Regular executive sessions
  • Board and management succession plans
  • Tenure and overboarding policies

Effective Oversight

Strategy and Direction
  • Annual strategy session
  • Annual enterprise and compliance risk assessments
  • Annual charter reviews and updates
Performance Monitoring
  • Agendas focused on execution and performance
  • Board and committee evaluations
  • Scorecard governance
Key Focus Areas
  • Operations
  • Capital management
  • Risk management
  • Environmental

Diverse and Engaged Board

Experience
  • 5 of 13 have Fortune 500 CEO experience
  • 7 of 13 have public company c-suite experience
  • 8 of 13 have environmental experience
Diversity
  • 5 of 13 self-identify as female and/or minority
  • 9 years average tenure
  • Wide range of business, leadership, and community experience
Engagement
  • 97.4% attendance at Board and Committee meetings
  • Site visits to key locations, including nuclear
  • Engagements with outside experts

Xcel Energy's Values

Xcel Energy's strong corporate culture is rooted in our values. In 2018, the Board adopted and committed to a refreshed set of corporate values that guides all that we do.

Connected Safe Committed Trustworthy

Financial Results

Our strategy has allowed us to deliver strong results for shareholders, customers and policymakers alike. 2018 results extend our track record of solid performance.

Strong Total Shareholder Return

Proven Track Record

Met or exceeded ongoing EPS guidance for 14 consecutive years

Increased dividend for 15 consecutive years

2017-2018 2005 YE-2018 YE CAGR(2)
Ongoing EPS Growth(1) 7.4% 6.1%
Dividend Growth 5.6% 4.5%
Stock Price 2.4% 7.8%
(1) Ongoing EPS is a non-GAAP number and is defined in Exhibit A, which reconciles this amount to GAAP EPS for each period.
(2) Compound Average Growth Rate.

Positioned for the Future

$3.7B Planned Wind Investment
$1.3B Planned Advanced Grid Investment

Additional growth opportunities in clean energy, electrification, and economic development support a 5 to 7 percent growth rate

Strategic Priorities

Our strategic priorities sharpen our focus and set the course for delivering outstanding results over the long term.

Lead the Clean Energy Transition

First US utility to set a goal of 100 percent carbon-free electricity by 2050

On track to reduce the carbon emissions from electricity serving our customers by 80 percent by 2030 compared to 2005 levels

Positioned for cross-industry growth through electrification

2018 38% Carbon Reduction
2030 80% Carbon Reduction
2050 100% Carbon Free

Keep Bills Low

Extensive suite of efficiency programs

Disciplined cost management across the enterprise

Steel for Fuel projects lower bills while reducing carbon

* Source: Based on data reported to the EIA. Figures are annual average of monthly bills, excluding taxes and franchise fees.

Enhance the Customer Experience

99.9% electric service reliability

$194 million invested in natural gas safety upgrades

Several 100% renewable electricity options available to customers, with more in development

Supporting electric vehicle use through in-home charging, public infrastructure, and partnerships

New capabilities that improve convenience and enhance communication, driving increased customer satisfaction

Corporate Responsibility

We are proud to play a unique and important role in supporting customers and communities as we transition to a cleaner energy supply mix.

Environmental Responsibility

Cleaner Air

  • 91% reduction in mercury emissions
  • 77% reduction in SO2 emissions
  • 78% reduction in NOx emissions
  • 28% reduction in coal ash

Energy Efficiency

  • Saved enough energy to supply 149,000 homes with a year's worth of electricity

Social Responsibility

Active Support for Communities

  • 90,000 employee volunteer hours
  • 400 community board seats
  • $11 million contributed to nonprofits

Engaging and Rewarding Workplace

  • 100 Best Corporate Citizens, Corporate Responsibility Magazine
  • Human Rights Campaign Best Place to work for LGBTQ Equality, achieving 100 points on the Corporate Equality Index
  • Military Times Best for Vets employer

Governance

Strong Governance and Clear and Transparent Disclosure

  • Regular updates on emerging environmental, social, and governance issues
  • Early adopter of Edison Electric Institute environmental reporting
  • Carbon report confirming carbon goals and strategies via scientific analysis (issued March 2019)
  • Political contributions policy and annual reporting

Results-Driven Compensation

Our compensation and programs are performance-based, market-competitive, and aligned with our strategic priorities, linking incentive opportunities to the performance expected of us by our shareholders and customers.

Performance Based

Majority of executive compensation is at risk

Motivates achievement of financial, operational and environmental goals

Chairman, President, and CEO Compensation
All Other NEOs Compensation

Market Competitive

Program design and metrics set annually

Set in consideration of 21-member industry peer group

Enables us to attract and retain talented leaders

Aligned with Strategic Objectives

Long-Term Incentive Grants

Long-Term Incentive Grants Chart
Long-Term Incentive Grants Chart
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