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2023 Proxy Statement
Notice of 2023 Annual Meeting of Shareholders
Letter from the Chairman, President and Chief Executive Officer
Letter from the Lead Independent Director
Table of Contents
Proxy Summary
Corporate Governance
Summary of Governance Practices
Leadership Structure and Roles
Risk Oversight
Board Committees
Board Practices
Board Planning and Composition
Proposal No. 1
Proposal No. 1 - Election of Directors
Sustainability & Human Capital
Sustainability and ESG Oversight
Human Capital Management
Proposals No. 2 & 3
Proposal No. 2 - Advisory Vote on Executive Compensation (Say on Pay Vote)
Proposal No. 3 - Advisory Vote on Frequency of Say on Pay Votes
Compensation
Compensation Discussion and Analysis
- Highlights
- Establishing Compensation
- Additional Compensation Program Features and Policies
Report of the Compensation Committee
Executive Compensation
- Summary Compensation Table
- Grants of Plan-Based Awards Table
- Outstanding Equity Awards at Fiscal Year-End Table
- Option Exercises and Stock Vested Table
- Pension Benefits
- Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
- CEO Pay Ratio
- Regulation S-K Item 402(v) Disclosure
- Securities Authorized for Issuance under Equity Compensation Plans
Director Compensation
- Annual Equity Grant
- Stock Program
- Director Compensation Table
- Director Stock Ownership Guidelines
Proposal No. 4
Proposal No. 4 - Ratification of Independent Registered Public Accounting Firm
Report of the Audit Committee
Independent Auditors
- Audit and Non-Audit Fees
- Audit and Non-Audit Services Pre-Approval Policy
Additional Information
Related Person Transactions
Ownership of Securities
- Directors and Officers
- Largest Shareholders
Questions and Answers About the Annual Meeting and Voting
Exhibit A
Meet the Board
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2023 Proxy Statement
Xcel Energy Inc.
2022 Annual Report
2023 Proxy Statement
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2023 Proxy Statement
Notice of 2023 Annual Meeting of Shareholders
Letter from the Chairman, President and Chief Executive Officer
Letter from the Lead Independent Director
Table of Contents
Proxy Summary
Corporate Governance
Summary of Governance Practices
Leadership Structure and Roles
Risk Oversight
Board Committees
Board Practices
Board Planning and Composition
Proposal No. 1
Proposal No. 1 - Election of Directors
Sustainability & Human Capital
Sustainability and ESG Oversight
Human Capital Management
Proposals No. 2 & 3
Proposal No. 2 - Advisory Vote on Executive Compensation (Say on Pay Vote)
Proposal No. 3 - Advisory Vote on Frequency of Say on Pay Votes
Compensation
Compensation Discussion and Analysis
- Highlights
- Establishing Compensation
- Additional Compensation Program Features and Policies
Report of the Compensation Committee
Executive Compensation
- Summary Compensation Table
- Grants of Plan-Based Awards Table
- Outstanding Equity Awards at Fiscal Year-End Table
- Option Exercises and Stock Vested Table
- Pension Benefits
- Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
- CEO Pay Ratio
- Regulation S-K Item 402(v) Disclosure
- Securities Authorized for Issuance under Equity Compensation Plans
Director Compensation
- Annual Equity Grant
- Stock Program
- Director Compensation Table
- Director Stock Ownership Guidelines
Proposal No. 4
Proposal No. 4 - Ratification of Independent Registered Public Accounting Firm
Report of the Audit Committee
Independent Auditors
- Audit and Non-Audit Fees
- Audit and Non-Audit Services Pre-Approval Policy
Additional Information
Related Person Transactions
Ownership of Securities
- Directors and Officers
- Largest Shareholders
Questions and Answers About the Annual Meeting and Voting
Exhibit A
Meet the Board
2023 Proxy Statement
2023 Proxy Statement
Notice of 2023 Annual Meeting of Shareholders
Letter from the Chairman, President and Chief Executive Officer
Letter from the Lead Independent Director
Table of Contents
Proxy Summary
Corporate Governance
Corporate Governance
Summary of Governance Practices
Leadership Structure and Roles
Risk Oversight
Board Committees
Board Practices
Board Planning and Composition
Proposal No. 1
Proposal No. 1
Proposal No. 1 - Election of Directors
Sustainability & Human Capital
Sustainability & Human Capital
Sustainability and ESG Oversight
Human Capital Management
Proposals No. 2 & 3
Proposals No. 2 & 3
Proposal No. 2 - Advisory Vote on Executive Compensation (Say on Pay Vote)
Proposal No. 3 - Advisory Vote on Frequency of Say on Pay Votes
Compensation
Compensation
Compensation Discussion and Analysis
- Highlights
- Establishing Compensation
- Additional Compensation Program Features and Policies
Report of the Compensation Committee
Executive Compensation
- Summary Compensation Table
- Grants of Plan-Based Awards Table
- Outstanding Equity Awards at Fiscal Year-End Table
- Option Exercises and Stock Vested Table
- Pension Benefits
- Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
- CEO Pay Ratio
- Regulation S-K Item 402(v) Disclosure
- Securities Authorized for Issuance under Equity Compensation Plans
Director Compensation
- Annual Equity Grant
- Stock Program
- Director Compensation Table
- Director Stock Ownership Guidelines
Proposal No. 4
Proposal No. 4
Proposal No. 4 - Ratification of Independent Registered Public Accounting Firm
Report of the Audit Committee
Independent Auditors
- Audit and Non-Audit Fees
- Audit and Non-Audit Services Pre-Approval Policy
Additional Information
Additional Information
Related Person Transactions
Ownership of Securities
- Directors and Officers
- Largest Shareholders
Questions and Answers About the Annual Meeting and Voting
Exhibit A
Meet the Board
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