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2023 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 21
2
Advisory Vote on Executive Compensation (Say on Pay Vote)
Our executive compensation program is market based, performance driven and aligned with shareholder interests.
FOR Page 31
3
Advisory Vote on Frequency of Say on Pay Votes
Allows shareholders to provide timely, direct input on executive compensation each year.
1 YEAR Page 31
4
Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2023
All independence standards have been met and sound practices are employed to ensure strong, independent financial governance.
FOR Page 58

How to Vote

If you held shares of Xcel Energy common stock as of the record date (March 27, 2023), 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 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/XEL2023. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials.


About Xcel Energy

We are an industry leader in responsibly reducing carbon emissions, delivering cost-effective renewable energy and providing innovative customer solutions.

Vision

We will be the preferred and trusted provider of the energy our customers need.

Mission

We provide our customers the safe, clean, reliable energy services they want and value at a competitive price.

Values

Connected Committed Safe Trustworthy

Strategic Priorities

LEAD THE CLEAN ENERGY TRANSITION ENHANCE THE CUSTOMER EXPERIENCE KEEP BILLS LOW

Environmental, Social and Governance ("ESG")

Sustainability is embedded in our strategy. It starts with our mission to provide customers with safe, clean, reliable and affordable energy, and through our strategic priorities, we drive positive results within ESG focus areas important to our business and stakeholders.


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
  • Term limits and mandatory retirement age for directors
  • Overboarding policy
  • 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
  • No supermajority voting provisions
  • Each share is entitled to one vote

Effective Oversight

Strategy and Direction

  • Annual strategy session and regular strategic updates
  • Annual enterprise and compliance risk assessments
  • Annual charter reviews and updates
  • Clear committee oversight of and executive accountability for ESG issues

Performance Monitoring

  • Focus on execution and results
  • Board and committee evaluations
  • Scorecard governance with metrics aligned to ESG issues
  • Long-term incentive tied to carbon reduction metrics since 2005, with DEI metrics incorporated into annual performance incentives starting in 2021

Key Focus Areas

  • Safety
  • Diversity, equity and inclusion ("DEI")
  • Human capital management
  • Risk management
  • Physical and cybersecurity
  • Operational excellence and resiliency
  • Clean energy and climate leadership
  • Advanced energy technologies
  • Customer experience and affordability


A Diverse, Experienced and Engaged Board

Directors bring extensive and relevant business, leadership and community experience.

33%

female

17%

ethnically and racially diverse

92%

independent

6 years

average tenure

97%

average attendance at Board and committee meetings


Board Composition

We believe that having a Board of Directors with a range of perspectives and experience is necessary for providing sound governance. Our Board was refreshed in 2022, with two directors rolling off due to our retirement age policy and one new director joining the Board. Following these changes, female representation on our Board is now over 30%. We also strengthened Board expertise to support the Company's increased focus on human capital management and DEI.


Environmental Leadership

We were the first major U.S. energy provider with a vision for delivering 100% carbon-free electricity by 2050 and the first to set greenhouse gas reduction goals for electricity, natural gas use in buildings and transportation.

Reach Net Zero Responsibly

Achieve climate goals without compromising reliability or affordability

Clean Energy Leadership

  • Coal free by year-end 2030 under proposal to early retire the Tolk Plant in Texas
  • Approved plans add nearly 10,000 megawatts ("MW") of renewables over the next decade
  • 11,000 MW existing wind power, including 4,500 MW owned wind that saved customers $3 billion since 2017 due to earned tax credits and avoided fuel costs
  • EV offerings available to customers in four states, with advisory services and 13 types of programs
  • Hydrogen and other technology demonstrations underway, along with industry collaborations for advancing carbon-free technologies


On Track to Reduce Carbon Emissions 80% by 2030 from Electricity Provided to Customers

Carbon goals align with science-based scenarios likely to limit warming to 1.5 degrees Celsius as validated by a lead author for the Intergovernmental Panel on Climate Change



Other Environmental Improvements 2005-2022

Sulfur Dioxide

79%

Nitrogen Oxides

82%

Mercury

91%

Coal Ash

55%

Water Consumption

39%

Improvements from Xcel Energy generating plants except for water consumption, which is based on owned and purchased generation.



Social and Governance Leadership

Through sound policies, practices and initiatives, we operate with integrity and provide customers and communities with valued energy service and partnership.

Value People

Cultivate a diverse, best-in-class workforce and champion safety, inclusion and equity for everyone

Direct reports to the CEO are 33% female and 22% diverse, and ethnically diverse senior leaders (vice presidents and above) have increased ~11% in the last three years
99% of hiring conducted by diverse interview panels
55% of executive sponsorship participants assumed new roles to further their development
>15,000 employees and contractors trained on critical risk management and hazard identification under our Safety Always approach
$548 million spent with diverse suppliers on goods and services, representing ~11% of spending



Strengthen Communities

Deliver exceptional service and partnership to help the places we serve thrive

40 economic development projects initiated, estimated to produce $1.8 billion in capital investment and ~2,900 jobs

8 coal plants retired since 2007 with zero layoffs

$13.4 million contributed to local nonprofits by the Xcel Energy Foundation, company and employees

Employees volunteered >74,000 hours and served on ~520 nonprofit boards

~866,000 smart meters installed with plans for >1 million in 2023, providing customers with more control and improved reliability

Distributed $216 million in energy assistance, supporting ~193,000 customers in need and setting a company record



Operate with Integrity

Live our values, govern with discipline and respect human rights

100% of employees are required to complete annual Code of Conduct training
Political contribution policy since 2007, with five years of reporting
Position statements on human rights, environmental justice and the responsible transition from coal


Financial Results

A sound strategy and disciplined execution allow us to consistently deliver positive results for shareholders, customers and policymakers alike.

Competitive Total Shareholder Return


Strong Track Record of Sustained Growth

From 2021 to 20222005 to 2022 CAGR(1)
Ongoing EPS Growth(2) 7.1% 6.1%
Dividend Growth 6.6% 4.9%
Stock Price Increase(3) 3.6% 8.2%
(1) CAGR refers to 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 2022 stock price change were December 31, 2021 and December 31, 2022.

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

  • Met or exceeded ongoing EPS guidance for 18 consecutive years
  • Increased dividend for 19 consecutive years
(1) CAGR refers to 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 2022 stock price change were December 31, 2021 and December 31, 2022.


Positioned for the Future

Capital Forecast 2023-2027

This forecast does not include potential incremental investment of $2 to $4 billion for ~3,500 MWs of proposed renewable energy additions under the Colorado and Minnesota resource plans and transmission associated with the Colorado resource plan.



Results-Driven Compensation

Our compensation 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 compensation for executive officers is variable and at risk
Motivates achievement of ESG, financial and operational goals, set at levels that are challenging yet achievable

Chairman, President 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, motivate and retain talented leaders

Aligned with Strategic Objectives

Long-term Incentive Grants

50%

of Grant
Based on Total Shareholder Returns
Create Shareholder Value

30%

of Grant
Based on Carbon Emissions Reduction
Execute Key Environmental Initiatives

20%

of Grant
Time-Based
Retain Top Talent

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