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2021 Proxy Statement
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PROXY SUMMARY

Proposals

Board Vote RecommendationPage Reference
(for more detail)
1
Election of Directors
Candidates provide the needed experience and expertise to govern the Company and ensure strong independent oversight.
FOR each nominee Page 25
2
Advisory Vote on Executive Compensation
Our executive compensation program is market based, performance driven and aligned with shareholder interests.
FOR Page 35
3
Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2021
All independence standards have been met and sound practices are employed to ensure strong, independent financial governance.
FOR Page 66
4
Shareholder Proposal
We currently provide extensive disclosure on the costs and benefits of our investment strategy and environmental activities.
AGAINST Page 69

How to Vote

If you held shares of Xcel Energy common stock as of the record date (March 22, 2021), 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 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 postage-paid envelope provided. 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/XEL2021. 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 strong financial and operational performance is grounded in a foundation of sound corporate governance and oversight.

Governance Best Practices

  • Regular executive sessions
  • Board and management succession plans
  • Tenure and overboarding policies
  • Routine engagement with outside experts
  • Annual committee assignments

Shareholder Rights

  • Annual election of directors by majority vote
  • Annual advisory vote on executive compensation
  • Proxy access adopted

Effective Oversight

Strategy and Direction

  • Annual strategy session and periodic strategic updates
  • Annual enterprise and compliance risk assessments
  • Annual charter reviews and updates
  • Clear committee oversight of and executive accountability for environmental, social and governance ("ESG") issues

Performance Monitoring

  • Agendas focused on execution and performance
  • Board and committee evaluations
  • Scorecard governance
  • Long-term performance-based compensation tied to carbon reduction metrics since 2005, with diversity, equity and inclusion metrics incorporated in annual performance incentives for 2021

Key Focus Areas

  • Safety
  • Risk management
  • Human capital management
  • Diversity, equity and inclusion
  • Operations
  • Environmental
  • Sustainability
  • Capital management
  • Cybersecurity

A Diverse, Experienced and Engaged Board

Directors bring a wide range of business, leadership and community experience (statistics below are based on our current Board composition)

20%

female

20%

ethnically diverse

93%

independent

7 years

average tenure

99%

average attendance at Board and committee meetings



Driving Xcel Energy's Culture

The Board actively oversees the Company's workforce strategy, and in 2020, the Governance, Compensation and Nominating ("GCN") Committee was given formal oversight of diversity, equity and inclusion ("DEI") in its charter. In addition, as part of its ongoing advocacy and support of our values, the Board approved new metrics that tie annual compensation to DEI performance. By increasing executive accountability and accelerating our current DEI initiatives, we expect to improve overall business results through a workforce that is more reflective of the customers we serve.

Our Values

Trustworthy Connected
Committed Safe

Financial Results

Our strategy allows us to consistently deliver positive results for shareholders, customers and policymakers alike.

Strong Total Shareholder Return


A Track Record of Sustained Growth

From 2019 to 20202005 to 2020 CAGR(1)
Ongoing EPS Growth(2) 5.7% 6.1%
Dividend Growth 6.2% 4.7%
Stock Price Increase(3) 5.0% 8.9%
(1) Compound Annual Growth Rate.
(2) Ongoing earnings per share ("EPS") is a non-GAAP number and is defined in Exhibit A, which reconciles this amount to GAAP EPS for each period.
(3) The dates used to calculate the 2020 stock price change were 12/31/2019 and 12/31/2020.

Deliver long-term annual EPS growth of 5-7%

  • Met or exceeded ongoing EPS guidance for 16 consecutive years, with 14 years in the mid to high range of guidance
  • Increased dividend for 17 consecutive years
(1) Compound Annual Growth Rate.
(2) Ongoing earnings per share ("EPS") is a non-GAAP number and is defined in Exhibit A, which reconciles this amount to GAAP EPS for each period.
(3) The dates used to calculate the 2020 stock price change were 12/31/2019 and 12/31/2020.


Positioned for the Future

Capital Forecast 2021-2025

This forecast does not include potential incremental investment of $760 million for a proposed solar facility at our Sherco plant site and a wind repowering project in Minnesota. If these investments are approved, we expect rate base growth of ~6.9%. This forecast also excludes potential capital for our proposed Colorado transmission expansion.

Strategic Priorities

We successfully navigated the challenges of 2020 to advance our strategic priorities that set the course for producing outstanding long-term results.

Lead the Clean Energy Transition

The first major U.S. utility with a vision to deliver affordable, reliable 100% carbon-free electricity by 2050*

* From 2005 levels and the electricity that serves customers; our carbon vision aligns with targets of the Paris Agreement, as validated by a lead author for the Intergovernmental Panel on Climate Change.

* From 2005 levels and the electricity that serves customers; our carbon vision aligns with targets of the Paris Agreement, as validated by a lead author for the Intergovernmental Panel on Climate Change.

New wind projects reduce customers' fuel costs under our Steel for Fuel strategy

Responsible coal phasedown underway, with seven plants retired to date and zero employee layoffs

~1,500 MW wind installed

on time and budget in 2020

~800 MW wind to be constructed

by year-end 2021

~650 MW wind approved

for repowering between 2022-2024

~2,200 MW coal retired

from 2006-2020

~2,100 MW coal retirements

underway 2022-2028

~4,350 MW remaining coal

proposed for retirement 2024-2040

Our clean energy plan for natural gas reduces emissions now while developing future technology

0.2% company limit on methane emissions

from our natural gas distribution system

$10 million U.S. DOE grant

to be first in the country to use high-temperature electrolysis to produce hydrogen with nuclear energy

Enhance the Customer Experience


40-point improvement in J.D. Power customer satisfaction survey results over the past three years, outpacing improvement among our peers and top-ranked utilities

Electric vehicle ("EV") programs offered in Colorado, Minnesota and Wisconsin, including an EV subscription service recognized among the nation's best

Nearly 244,000 customers participate in our portfolio of renewable choice programs, which is among the most extensive and longest running in the country


Keep Bills Low

Since 2014, operating and maintenance ("O&M") expenses have remained flat, and we continue to prudently invest and reduce costs through ongoing processes and technology improvements

**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.

Xcel Energy Residential Bills Compared to Consumer Prices**

Goal to maintain bill increases at or below the rate of inflation

Corporate Responsibility

Sustainability is embedded in our company mission and strategic priorities.

Environmental Responsibility

Our clean energy transition reduces environmental impact

Emissions Reductions 2005-2020
Sulfur Dioxide

87%


Nitrogen Oxides

83%


Mercury

93%


Coal Ash

62%


34% lower water consumption

since 2005, with a goal to reduce consumption 70% by 2030 from all electric generation


Social Responsibility

Keeping employees safe and supporting communities during challenging times

Considered a benchmark company for our new approach to employee safety that focuses on eliminating the most serious events by developing a culture of trust and and transparency

Over 100,000 personal protective items purchased in 2020 to safeguard Xcel Energy employees against COVID-19, and over 300,000 face coverings and other protective equipment donated to keep frontline health care workers safe

$20 million in short- and long-term giving from proceeds of the sale of the Mankato Energy Center to support communities, including funding for COVID-19 relief and racial justice

Recognized with two emergency recovery awards for outstanding service restoration


Championing diversity, equity and inclusion

4% female | 3% diverse

representation among senior leadership in the past three years*
*Senior leadership includes vice presidents and above.

25 crucial conversations

on race relations held with employees, in addition to training over half our workforce on microinequities and unconscious bias, with 100% targeted in 2021

57 utilities committed

to new DEI goals under Ben Fowke's industry leadership

~$640 million

spent on goods and services through diverse suppliers, surpassing our annual goal
A Best Place to Work for LGBTQ Equality, earning 100% on the Human Rights Equality Index


Governance

Providing board oversight of environmental, social and governance issues

The GCN Committee has primary board responsibility for ESG related issues and risks. The Senior Vice President, Strategy, Planning and External Affairs serves as the Chief Sustainability Officer reporting to the CEO who leads all aspects of our ESG efforts and governance. Please see Corporate Responsibility and ESG Oversight on page 21 for further information.

We provide comprehensive, transparent reporting that aligns with the Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures and includes disclosures on political contributions, corporate compliance, carbon and human capital management. Find our annual Corporate Responsibility Report and other disclosures on www.xcelenergy.com.
Named among the 2021 World's Most Ethical Companies® by Ethisphere

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 at risk
Motivates achievement of financial, operational and environmental goals

Chairman and CEO

All Other NEOs (average)


Market Competitive

Competitive target pay opportunities, program design and challenging performance goals set annually
Set in consideration of our industry peer group
Enables us to attract and retain talented leaders

Aligned with Strategic Objectives

Long-term Incentive Grants

50%

Total Shareholder Returns
Create Shareholder Value

30%

Carbon Reductions
Execute Key Environmental Initiatives

20%

Time Based
Retain Top Talent

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