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2024 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 32
3
Approval of the Xcel Energy Inc. 2024 Equity Incentive Plan
The proposed equity incentive plan employs sound practices to ensure alignment with shareholder interests.
FOR Page 58
4
Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2024
All independence standards have been met and sound practices are employed to ensure strong, independent financial governance.
FOR Page 66

How to Vote

If you held shares of Xcel Energy common stock as of the record date (March 25, 2024), 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/XEL2024. 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 a clean energy leader that delivers safe, reliable, low-cost electric and natural gas service to millions of homes, businesses and communities across eight states.

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. Through our strategic priorities, we drive positive results within focus areas important to our business and stakeholders.


Governance Leadership

Our strong financial and operational performance is grounded in a foundation of sound corporate governance and oversight.

Sound Practices

Governance Best Practices

  • Regular executive sessions
  • Board and management succession plans
  • Term limits and mandatory retirement age for directors
  • Overboarding policy
  • Regular shareholder outreach
  • 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
  • Right to call a special meeting
  • Each share is entitled to one vote

Effective Board 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 sustainability and ESG issues

Performance Monitoring

  • Focus on execution and results
  • Scorecard governance with metrics aligned to ESG issues
  • Annual Board and committee evaluations overseen by the Lead Independent Director

Key Focus Areas

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


A Diverse, Experienced and Engaged Board

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

31%

female

15%

ethnically and racially diverse

92%

independent

6 years

average tenure

95%

average attendance at Board and committee meetings


New Lead Independent Director and Committee Chairs

In May 2023 we refreshed the leadership of our Board and Board committees by appointing Kim Williams as Lead Independent Director and appointing new chairs to the Audit Committee, Finance Committee and Governance, Compensation and Nominating ("GCN") Committee. We believe that changing these leadership roles provides new perspectives and is a best practice.


Environmental Leadership

We were the first major U.S. energy provider with a commitment to 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

  • Plans to retire 100% of coal generation fleet by 2030
  • In 2023, received approvals to add over 6,000 MW of renewable and firm generation
  • Filed net-zero frameworks for our natural gas utilities in 2023
  • Over 11,000 MW of existing wind power, including 4,500 MW of owned wind, that has saved customers ~$4 billion since 2017
  • Approved transportation electrification programs in New Mexico and Wisconsin and updated plans pending approval in Colorado and Minnesota
  • Residential electric and natural gas bills that are 28% and 14% below the national average, respectively
  • Department of Energy announced awards of ~$1.5 billion to support Xcel Energy projects, including the Heartland Hydrogen Hub, Form Energy pilot and interregional transmission


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 2005-2023

Sulfur Dioxide

83%

Nitrogen Oxides

85%

Mercury

93%

Coal Ash

58%

Water Consumption

24%

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



Social 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 11% ethnically diverse, and female representation in senior leadership (vice presidents and above) increased 5% in 2023
>99% of hiring conducted by diverse interview panels
48% of executive sponsorship participants assumed new roles to further their development
29% increase in near miss reporting in 2023 driven by our Safety Always approach
Nearly 63% of our supply chain spend was local, with ~$1.3 billion spent with diverse and small suppliers in 2023



Strengthen Communities

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

18 economic development projects initiated in 2023, estimated to produce more than $2.3 billion in capital investment and ~1,400 jobs

Multiple coal plants retired and converted since 2007 with zero layoffs

Largest property tax payer in multiple states that we serve

>$15 million contributed to local nonprofits by the Xcel Energy Foundation, Company, employees and retirees in 2023

Employees volunteered >28,000 hours in 2023 while serving on ~530 nonprofit organization and local community boards

In 2023, distributed $187 million in energy assistance, supporting ~188,000 customers in need

>2 million smart meters installed, with plans to reach 3 million in 2024, providing customers with more control and insight



Operate with Integrity

Live our values, govern with discipline and respect human rights

100% of employees and directors are required to complete annual Code of Conduct training
Political contribution policy since 2007, with seven 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 deliver results for shareholders, customers and policymakers alike.

Total Shareholder Return


Strong Track Record of Sustained Growth

From 2022 to 20232005 to 2023 CAGR(1)
Ongoing EPS Growth(2) 5.7% 6.1%
Dividend Growth 6.7% 5.0%
Stock Price Change(3) -11.7% 7.0%
(1) CAGR refers to compound annual growth rate.
(2) Ongoing earnings per share ("EPS") is a non-GAAP number and is defined in Appendix A, which reconciles this amount to GAAP EPS for each period.
(3) The dates used to calculate the 2023 stock price change were December 31, 2022 and December 31, 2023.

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

  • Met or exceeded ongoing EPS guidance for 19 consecutive years
  • Increased dividend for 20 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 Appendix A, which reconciles this amount to GAAP EPS for each period.
(3) The dates used to calculate the 2023 stock price change were December 31, 2022 and December 31, 2023.



Positioned for the Future

Sustainably investing in advanced energy delivery system for customers and communities

  • Improve resiliency
  • Maintain reliability
  • Keep bills low
  • Deliver economic growth
  • Enable clean energy
  • Enable electrification


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 financial, operational and ESG goals, set at levels that are challenging yet achievable

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 and broad market trends
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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