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2020 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 2020
All independence standards have been met and sound practices are employed to ensure strong, independent financial governance.
FOR Page 58
Proposal
No. 4
Shareholder Proposal
Xcel Energy currently provides extensive disclosure on the costs and benefits of our investment strategy and environmental activities.
AGAINST Page 61

How to Vote

If you held shares of Xcel Energy common stock as of the record date (March 25, 2020), you are entitled to vote at the annual meeting.

By Internet — Go to the website at www.proxyvote.com, 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 1-800-690-6903, 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.
During the Meeting — Go to www.virtualshareholdermeeting.com/XEL2020. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials.

Corporate Governance

Our proven track record of strong financial and operational performance is grounded in a foundation of sound governance practices, an engaged and talented Board, and a focus on corporate culture.

Sound Practices

Right Structure
  • 14 of 15 independent members
  • Strong Independent Lead Director, elected annually
  • 2 new directors elected
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
  • Routine engagement with outside experts
  • Annual committee assignments

Effective Oversight

Strategy and Direction
  • Annual strategy session
  • Annual enterprise and compliance risk assessments
  • Annual charter reviews and updates
  • Committee oversight of environmental, social, and governance issues
Performance Monitoring
  • Agendas focused on execution and performance
  • Board and committee evaluations
  • Scorecard governance
  • Performance-based compensation tied to environmental metrics since 2005
Key Focus Areas
  • Safety
  • Operations
  • Capital management
  • Risk management
  • Environmental
  • Cybersecurity
  • Human capital management
  • Sustainability

Diverse and Engaged Board

Experience
  • 5 directors have Fortune 500 CEO experience
  • 10 directors have regulated industry experience
  • 9 directors have environmental experience
Diversity
  • 6 of 15 self-identify as female and/or minority
  • 9 years average tenure, including 6 new members within the past 5 years
  • Wide range of business, leadership, and community experience
Engagement
  • 97.9% average attendance at Board and Committee meetings
  • Site visits to key locations, including nuclear
  • Engagements with outside experts

Xcel Energy’s Culture

The Board adopted and affirmed its commitment to the Company’s refreshed Code of Conduct that outlines our Company’s requirements and expectations for compliance and ethical behavior. The Code, along with our corporate values, is fundamental to our organizational culture.

Trustworthy Connected
Committed Safe

Financial Results

Our strategy has allowed us to deliver strong results for shareholders, customers, and policymakers alike. 2019 results extend our track record of solid performance.

Strong Total Shareholder Return

Proven Track Record

Met or exceeded ongoing earnings per share (“EPS”) guidance for 15 consecutive years

Increased dividend for 16 consecutive years

2018-2019 2005 YE-2019 YE CAGR(2)
Ongoing EPS Growth(1) 6.9% 6.1%
Dividend Growth 6.6% 4.6%
Stock Price(3) 28.9% 9.2%
(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 Annual Growth Rate.
(3) The dates used to calculate the stock price change were 12/31/2018 and 12/31/2019.

Positioned for the Future

Strategic Priorities

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

Lead the Clean Energy Transition

First major U.S. utility to set a goal of 100% carbon-free electricity by 2050

Recognized with a national Climate Leadership Award for organizational leadership

3 owned wind farms, totaling 700 megawatts (“MW”), completed in 2019, with approximately 2,200 MW under construction

Our Steel for Fuel strategy is replacing coal-based assets with carbon-free resources, through plans that retire approximately half of our coal capacity between 2006 to 2027

Owned and Purchased Generating Capacity Chart
*Projected capacities for 2027 based on approved and proposed energy plans.

Keep Bills Low

Even as we invested in the system, operating and maintenance expenses declined almost 1% in 2019

Residential customer bills have declined since 2013, while inflation increased consumer prices by almost 10%

Source: Consumer prices based on the Consumer Price Index (“CPI”). Electric and natural gas bills based on data reported to the U.S. Energy Information Administration. Figures are annual average of monthly bills, excluding taxes and franchise fees.

Enhance the Customer Experience

More than 200,000 customers participate in renewable choice offerings, including the nation’s largest community solar program

Secured approval for the Midwest’s largest electric vehicle (“EV”) program and supported successful legislation enabling utility EV services in Colorado and New Mexico

Investing $1.4 billion in an advanced grid that will improve reliability and security, storm response, efficiency, and customer offerings

5 efficiency programs recognized as exemplary by the American Council for an Energy-Efficient Economy

Corporate Responsibility

We are delivering tangible environmental, social, and governance results in alignment with our core values: committed, connected, safe, and trustworthy.

Environmental Responsibility

Operational Improvements (since 2005)

  • 82% reduction in SO2 emissions
  • 80% reduction in NOx emissions
  • 47% less coal ash produced
  • 23% lower water consumption from owned and purchased electricity generation

Clean Energy Efforts

  • Reduced carbon emissions 44% since 2005 from electricity provided to customers, over halfway to achieving 80% reduction goal by 2030
  • Scientific validation of our carbon goals, demonstrating they are consistent with scenarios likely to achieve targets of the Paris Climate Accord
  • Continued investment in our natural gas system helped us achieve a methane emissions rate of less than 0.2%, a level that studies show minimizes impact on the environment

Social Responsibility

Active Support for Communities

  • Partnering with communities facing coal plant retirements to attract new business and retain property tax base, while also supporting a just workforce transition through advanced notification, relocation, and retraining
  • Employees serve on approximately 500 community boards
  • Nearly $11 million in Xcel Energy Foundation, company, and employee donations to nonprofits
  • 100 Best Corporate Citizens, Corporate Responsibility Magazine

Engaging and Rewarding Workplace

  • Matched our best DART employee safety year, reducing injuries 61% in the past 10 years
  • 89% of employees agree that their safety is a priority for Xcel Energy (highest rated attribute on our employee engagement survey)
  • Human Rights Campaign Best Place to Work for LGBTQ Equality with perfect score on the Corporate Equality Index (4th consecutive year)
  • Military Times Best for Vets Employer, employing more than 1,000 veterans

Governance

Strong Governance and Clear and Transparent Disclosure

  • Regular board oversight of emerging environmental, social, and governance issues
  • Political contributions policy and public annual reporting with Board Committee oversight
  • Named among the 2020 World’s Most Ethical Companies
We report on our environmental, social, and governance strategy and performance to increase transparency with employees, communities, customers, investors, and other stakeholders. Find our annual Corporate Responsibility Report on xcelenergy.com.

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 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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