NOTICE OF 2024 ANNUAL MEETING AND PROXY STATEMENT
This Page Intentionally Left Blank
WEC Energy Group | P-2 | 2024 Proxy Statement |
Dear Fellow Stockholders
On behalf of our Board of Directors, I cordially invite you to attend WEC Energy Group's Annual Meeting of Stockholders. We look forward to hosting this year's meeting in virtual format.
Throughout the year 2023, our Board of Directors and management team maintained a clear focus on the fundamentals of our business - delivering an exceptional year on virtually every meaningful measure.
Below are several highlights that demonstrate our commitment to grow long-term stockholder value, pursue a clean energy future, support our employees and communities, and ensure the diversity and experience of our Board of Directors.
Financial Performance
- Delivered solid net income and earnings per share.
- Returned more cash to stockholders than in any other year in company history.
- Declared a 7 percent increase in our dividend in January of 2024 - the twenty-first consecutive year of dividend increases for our stockholders.
- Developed the largest five-year capital investment plan in the Company's history.
Environmental Stewardship
- Announced plan to eliminate coal as a fuel source three years earlier - by the end of 2032.
- Made significant progress on the transition of our regulated fleet, including the addition of solar power, highly efficient natural gas generation and liquefied natural gas storage.
- Began leading a pilot project to test a new form of long-duration battery storage, incorporating environmentally friendly materials, in partnership with EPRI and CMBlu Energy.
Social Initiatives
- Achieved record employee safety performance for days away, restricted or transferred (DART).
- Contributed through our charitable organizations more than $20 million to worthy organizations across our service areas. Our major focus areas continue to be: education, community and neighborhood development, arts and culture, and the environment.
- Named one of America's greatest workplaces for diversity - Five Star - by Newsweek magazine.
Responsible Governance
- Finalized a plan to transition the role of Executive Chairman to Non-Executive Chairman, effective after the Annual Meeting of Stockholders, and to transfer executive management duties currently held by the Executive Chairman to the CEO.
- Added a director with significant utility experience to the Board, making her the fifth new independent director in the past five years.
- Extended our track record of strong linkage between pay and performance, with challenging financial, operational and social metrics in our compensation program. Received 95.48 percent support from stockholders for our executive compensation program at the 2023 annual meeting, the highest favorable result since this annual proposal began in 2011.
We ask for your support of the proposals requiring a vote at this year's meeting. And, as always, we welcome your engagement. Thank you for your confidence in WEC Energy Group.
Gale E. Klappa
Executive Chairman
WEC Energy Group | P-3 | 2024 Proxy Statement |
-INC=?I@ HHO;F,??NCHAI@2NI=EBIF>?LM
3F73@6-;?7
3BOLM>;S,;S;NJG"?HNL;FNCG?
%A53F;A@
6$"$H?LAS&LIOJQCFFBIF>;PCLNO;F;HHO;FMNI=EBIF>?LMG??NCHAB?F> ?R=FOMCP?FSIHFCH?;NQQQG??NHIQAFI<;F, "'93 ==?MMNINB?G??NCHA
"F7?EFA47HAF76
$F?=NCIHI@>CL?=NILMN?LGM?RJCLCHACH
1;NC@C=;NCIHI@#?FICNN?3IO=B?++/;MCH>?J?H>?HN;O>CNILM@IL
>PCMILSPIN?NI;JJLIP?=IGJ?HM;NCIHI@NB?H;G?>?R?=ONCP?I@@C=?LM
G?H>G?HNI@IOL1?MN;N?> LNC=F?MI@(H=ILJIL;NCIHNICH=L?;M?NB? HOGMB;L?MI@=IGGIHMNI=E
2NI=EBIF>?LJLIJIM;FL?A;L>CHAMCGJF?G;DILCNSPIN?
(H;>>CNCIHQ?QCFF=IHMC>?L;H>;=NOJIH;HSINB?LDIOLHG?HNIL JIMNJIH?G?HNNB?L?I@!AIFA3FF7@6F:7@@G3>&77F;@9
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
.E7F:7"@F7D@7F
5IN?MB;L?MIHFCH?
2??J;A?/
&A4;>77H;57
2=;HNBCM01=I>?
3>>-A>>D77
(HNB?42IL";H;>;=;FF
&3;>KAGD)DAJK3D6
%IFFIQNB?CHMNLO=NCIHMIHSIOL
PINCHA@ILG
+75AD63F7
2NI=EBIF>?LMI@L?=IL>;MI@=FIM?I@#;N? QCFF?HNCNF?>NI PIN?$;=BMB;L?I@=IGGIHMNI=ECM?HNCNF?>NIIH? PIN?@IL?;=B>CL?=NILJIMCNCIH;H>IH?PIN?@IL?;=B I@NB?INB?LJLIJIM;FM.HIL; HHO;F1?JILN;L?ILG;>? ;P;CF;?LM"?BADF3@F'AF;57+793D6;@9F:7H3;>34;>;FKA8
)DAJK&3F7D;3>E8ADF:7,FA5=:A>67D&77F;@9FA 7!7>6A@&3K 3B?/LIRS2N;N?G?HN;H> HHO;F1?JILN;L?;P;CF;
&3D93D7F$7>E7K
$R?=ONCP?5C=?/L?MC>?HN&?H?L;F"IOHM?F;H>"ILJIL;N?2?=L?N;LS ,;L=B
"(" %! | / | " '($$$ |
Table of Contents
Forward-Looking Statements | P-6 |
Proxy Summary | P-6 |
Proposal 1 | P-12 |
Election of 12 Directors-Terms Expiring in 2025 | |
Board Composition | P-13 |
Succession Planning/Director Nomination Process | P-16 |
2024 Director Nominees for Election | P-18 |
Governance | P-24 |
Primary Role and Responsibilities of our Board | P-24 |
Our Environmental, Social and Governance | |
Commitment | P-27 |
Stockholder Engagement | P-29 |
Board Leadership Structure | P-30 |
Board and Committee Practices | P-30 |
Board Evaluation Process | P-31 |
Board Committees | P-32 |
Compensation Committee Interlocks and | |
Insider Participation | P-34 |
Additional Governance Matters | P-34 |
Communications with the Board | P-35 |
Where to Find More Information on Governance | P-35 |
Director Compensation | P-36 |
Proposal 2 | P-38 |
Ratification of Deloitte & Touche LLP as | |
Independent Auditors for 2024 | |
Independent Auditors' Fees and Services | P-39 |
Audit and Oversight Committee Report | P-40 |
Proposal 3 | P-41 |
Advisory Vote to Approve Compensation of the Named Executive Officers
Compensation Discussion and Analysis | P-42 |
Executive Summary | P-42 |
Components of Our Executive Compensation | |
Program | P-44 |
Determination of Market Median | P-46 |
Annual Base Salary | P-46 |
Annual Cash Incentive Compensation | P-46 |
Long-Term Incentive Compensation | P-49 |
Compensation Recoupment Policy | P-53 |
Stock Ownership Guidelines | P-54 |
Prohibition on Hedging and Pledging | P-54 |
Limited Trading Windows | P-54 |
Retirement Programs | P-54 |
Other Benefits, Including Perquisites | P-54 |
Tax Gross-Up Policy | P-55 |
Severance Benefits and Change in Control | P-55 |
Impact of Prior Compensation | P-55 |
Tax and Accounting Considerations | P-55 |
Compensation Committee Report | P-55 |
Executive Compensation Tables | P-56 |
Summary Compensation Table | P-56 |
Grants of Plan-Based Awards for Fiscal Year 2023 | P-58 |
Outstanding Equity Awards at Fiscal Year-End 2023 | P-59 |
Option Exercises and Stock Vested for | |
Fiscal Year 2023 | P-60 |
Pension Benefits at Fiscal Year-End 2023 | P-61 |
Retirement Plans | P-61 |
Nonqualified Deferred Compensation for | |
Fiscal Year 2023 | P-64 |
Potential Payments Upon Termination or | |
Change in Control | P-66 |
Pay Ratio Disclosure | P-68 |
Risk Analysis of Compensation Policies and Practices P-69 | |
Pay versus Performance Disclosure | P-69 |
WEC Energy Group Common Stock | |
Ownership | P-73 |
Proposal 4 | P-75 |
Amendment of our Restated Articles of | |
Incorporation to increase the number of | |
authorized shares of common stock | |
Proposal 5 | P-77 |
Stockholder Proposal Regarding Simple Majority | |
Vote | |
Annual Meeting Attendance and Voting | |
Information | P-78 |
Business of the 2024 Annual Meeting of Stockholders P-78 | |
Voting Information | P-78 |
Access to Proxy Materials | P-80 |
Annual Meeting Attendance | P-80 |
Stockholder Nominees and Proposals | P-81 |
Availability of Form 10-K | P-82 |
Appendix A - GAAP Reconciliation | P-83 |
WEC Energy Group | P-5 | 2024 Proxy Statement |
Forward-Looking Statements
The statements contained in this proxy statement about our future performance, including, without limitation, future financial and operational results, strategic initiatives, execution of our capital plan, emissions reduction goals and all other statements that are not purely historical, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. There are a number of risks and uncertainties that could cause actual results to differ materially from any forward-looking statements made herein. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent filings with the Securities and Exchange Commission ("SEC"). These reports address in further detail our business, industry issues and other factors that could cause actual results to differ materially from those indicated in this proxy statement. Except as may be required by law, we disclaim any obligation to publicly update or revise any forward-looking statements.
Other reports and website references. In this proxy statement we identify certain reports, including our climate reports, and materials that are available on or through our website or those of our subsidiaries. These reports and the information contained on, or available through WEC Energy Group's website and the websites of its subsidiaries, are not "soliciting material," are not deemed filed with the SEC, and are not, nor shall they be deemed to be, incorporated by reference.
Proxy Summary
This summary highlights selected information related to items to be voted on at the annual meeting of stockholders. This summary does not contain all of the information that you should consider when deciding how to vote. Please read the entire proxy statement before voting. Additional information regarding WEC Energy Group, Inc.'s (the "Company" or "WEC Energy Group") 2023 performance can be found in our Annual Report on Form 10-K for the year ended December 31, 2023.
The 2024 Annual Meeting of Stockholders will be a virtual-only meeting via live webcast. There will not be a physical meeting location. Stockholders are encouraged to participate online by logging into www.meetnow.global/M4ACHZT where you will be able to listen to the meeting live, submit questions and vote your shares. Please see page P-78 for more information.
Voting Matters and Recommendations
The following proposals are scheduled to be presented at our upcoming 2024 Annual Meeting of Stockholders:
Item to be Voted on | Board's |
recommendation | |
Page
Proposal 1 | Election of 12 Directors-terms expiring in 2025 | FOR each nominee | P-12 |
Proposal 2 | Ratification of Deloitte & Touche LLP as independent auditors | FOR | P-38 |
for 2024 | |||
Proposal 3 | Advisory vote to approve executive compensation of the named | FOR | P-41 |
executive officers | |||
Proposal 4 | Amendment of our Restated Articles of Incorporation to increase | FOR | P-75 |
the number of authorized shares of common stock | |||
Proposal 5
Stockholder proposal regarding simple majority vote | None |
P-77
WEC Energy Group | P-6 | 2024 Proxy Statement |
H$H?LAS(H>OMNLS+?;>?L
6$"$H?LAS&LIOJCM;F?;>CHA,C>Q?MN?F?=NLC=;H>H;NOL;FA;MBIF>CHA=IGJ;HSQCNBMOC;LC?MM?LPCHAGCFFCIH =OMNIG?LMCH6CM=IHMCH(FFCHICM,C=BCA;H;H>,CHH?MIN;6?;FMIG;CHN;CHG;DILCNSIQH?LMBCJCH G?LC=;H3L;HMGCMMCIH "IGJ;HS++";@ILJLI@CN?F?=NLC=NL;HMGCMMCIH=IGJ;HSL?AOF;N?>=?LN;CHMN;N?L?AOF;NILS=IGGCMMCIHM (H;>>CNCIH;MJ;LNI@IOLHIHONCFCNS?H?LASCH@L;MNLO=NOL?M?AG?HNQ?IQHG;DILCNSCHN?L?MNMCH;ALIQCHA@F??NI@ L?H?Q;?IOLL?AOF;N?>@IINJLCHN.OL?GJFIS??M;L?@I=OM?>IHJLIPC>CHA;@@IL>;=F?;H?H?LAS@IL;MOMN;CH;<>$26.6
billion
market cap
$43.9
billion
of assets
$4.63 | ||||||||
Long history of consistent, | $4.22 | |||||||
strong earnings and | ||||||||
dividend growth | Adjusted | |||||||
$0.92 | GAAP | See Appendix A | ||||||
on page P-83 | ||||||||
for reconcillation | ||||||||
of non-GAAP | ||||||||
measures | ||||||||
2004 | 2023 |
$3.34*
*Annualized
$0.80 based on 1st quarter 2024 dividend of $0.835 per share
2010 2024E
As of 12/31/2023
Increasing five-year | $23.7 | ||
billion | |||
capital plan by | $20.1 | ||
$3.6 | billion | ||
billion | |||
Former plan | New plan | ||
2023-2027 | 2024-2028 |
EarningsDividends
Planned investment includes:
Regulated renewables $1.6 billion increase Natural gas generation $1.3 billion increase
LNG capacity $800 million increase
Transmission investments $1.0 billion increase Illinois gas delivery $800 million decrease Energy infrastructure $700 million decrease
Aggressively reducing greenhouse gas emissions
Our capital investment plan aligns with and fully supports our carbon and methane reduction goals,
and those of the Paris Agreement.
2030 | 2032 | 2050 | |||||
% | |||||||
Electric | Planned | Net carbon | |||||
generation goals | 80 | exit | neutral | ||||
below 2005 levels | from coal | ||||||
generation | |||||||
Natural gas | Net-zero methane | ||||||
distribution goal | emissions |
"(" %! | / | " '($$$ |
Our 2023 Performance Highlights
Throughout 2023, the Company remained steadfast in executing its fundamentals - safety, reliability, customer satisfaction, financial discipline and environmental stewardship. It ended the year having achieved solid financial and operational results, while delivering continued long-term value for stockholders and customers.
Business Highlights / Awards and Recognition | Financial Highlights |
Announced plans to eliminate coal as an energy source by the end of 2032 - three years | $4.63 earnings per share, on |
earlier than the Company's original goal. | an adjusted basis |
Made significant progress on the clean energy transition and the capital plan. | ___________________________ |
• Badger Hollow Solar Park's second phase went into service, completing the largest | 7% dividend growth |
solar project in Wisconsin history. Together, We Energies and Wisconsin Public | |
Service own a total of 200 megawatts of solar capacity from this project. | ___________________________ |
• Work continued on projects to support reliable service, including liquefied natural | $984 million |
gas (LNG) storage facilities and highly efficient natural gas generation using | |
reciprocating internal combustion engines (RICE). | cash returned to stockholders |
• The Company brought 128 megawatts of new RICE generation online at its existing | ___________________________ |
Weston power plant site and completed construction of the Bluff Creek LNG storage | 20 consecutive years |
facility in Wisconsin. | |
raising the dividend (2004-2023) | |
• As part of an innovative pilot program, renewable natural gas entered the | |
___________________________ | |
Company's distribution system in Wisconsin. Dairy farms are supplying methane | |
that would otherwise have gone to waste, replacing a portion of conventional natural | 81 consecutive years |
gas and reducing the environmental impact of agricultural activity. | |
• Began leading a pilot project to test a new form of long-duration energy storage, | of delivering quarterly dividends |
(1942-2023) | |
incorporating environmentally friendly materials, in partnership with the Electric | |
Power Research Institute ("EPRI") and CMBlu Energy. | |
Spent a record $333.7 million with certified minority-,women-, veteran- or service-disabled- | |
owned businesses. | |
Included as a constituent of FTSE Russell's FTSE4Good Index Series, which is made up of | |
companies that reflect strong environmental, social and governance practices. | |
Honored by the Wisconsin Department of Workforce Development with the Vets Ready | |
Employer Initiative award for supporting veterans in the workforce and the community. | |
Named among "America's Greatest Workplaces" and "America's Greatest Workplaces for | |
Diversity" by Newsweek. | |
Presented with the inaugural Paving the Pathway award by M3, a collaboration between | |
Milwaukee Public Schools, Milwaukee Area Technical College and University of Wisconsin- | |
Milwaukee, in recognition of We Energies' "commitment to strengthening Wisconsin's future | |
workforce through work-based learning." | |
Recognized by the Minnesota Safety Council with the Outstanding Achievement Award for | |
Minnesota Energy Resources' occupational safety performance. | |
Presented with the Regents Business Partnership Award for the Company's longstanding | |
support of University of Wisconsin-Milwaukee and its students. | |
Recognized by the Chicago Minority Supplier Development Council, which named Peoples | |
Gas and North Shore Gas its 2023 Corporation of the Year. | |
Ranked first among investor-owned utilities in the 2023 E Source Large Business Customer | |
Satisfaction Study. |
WEC Energy Group | P-8 | 2024 Proxy Statement |
!AIAGDA?B7@E3F;A@)DA9D3?,GBBADFEAGDGE;@7EE,FD3F79K
HCGJILN;HN;MJ?=NI@NB?!I;L>YMIP?LMCABNL?MJIHMCNB??R?=ONCP?G;H;A?G?HNN?;G;==IOHN;<>"IGJ;HSYMAI;FM;H>IL?Q;L>NB?G;JJLIJLC;N?FSQB?HNB?S>I3BCMCH=FO>?MIP?LMCABNI@?R?=ONCP?=IGJ?HM;NCIH2CH=?IOL?R?=ONCP?=IGJ?HM;NCIHJLIAL;GB;MCH=FO>?>G?NLC=MNB;NFCHE;MO<>
@CH;H=C;FIJ?L;NCIH;F;H>MI=C;FN;LA?NMNC?>NIIOL;G?HN;FM3B?M?N;LA?NM;L?FCHE?>NIE?SI?LJCHNB?=IGJ;HSYMMOMN;CH;<>
,A5;3>&3FF7DE
(H=?HNCP?N;LA?NM;MMI=C;N?>QCNBIJ?L;NCIH;F;H>MI=C;FAI;FM;L?NC?>NIMNL;N?AC=JLCILCNC?MQBC=BCH=FO>?;GIHAINB?LNBCHAM;@I=OM
IH?GJFIS??M;@?NS=OMNIG?LM;NCM@;=NCIH;H>QILE@IL=?;H>MOJJFC?L>CP?LMCNS
@H;DA@?7@F3>&3FF7DE
#?FCP?LCHA;=F?;H?L?H?LAS@ONOL?NIIOL=OMNIG?LMQBCF?G;CHN;CHCHA;@@IL>;L?FC;<>;G;DIL@I=OMI@IOL=;JCN;FJF;H3B?"IGJ?HM;NCIH"IGGCNN??;MM?MM?MG;H;A?G?HNYMJ?L@ILG;H=?;A;CHMN?HPCLIHG?HN;FAI;FM
NBLIOABNB??R?=ONCIHI@CNM=;JCN;FJF;H,;H;A?G?HN;HHO;FFSL?@L?MB?MNB?=;JCN;FJF;H>CM=OMM?MCNQCNBNB?!I;L>CH=FO>CHA;
JL?PC?QI@;HNC=CJ;N?>=;JCN;FMJ?H>CHAIP?L@CP?S?;LM;H>NB?HJOCM=FIM?MCNMJF;H>OLCHANB?@IOLNBKO;LN?L?;=BS?;L3B?"IGJ;HSYM;CNMMO<>IQCNBIONCMMOCHA?KOCNSNBLIOABB;M?H>CL?=NFSFCHE?>QCNBNB?"IGJ;HSYM;?FCP?LIHCNM@CH;H=C;FJF;HCH=FO>CHAG??NCHANB?N;LA?NM;MMI=C;N?>QCNBNB?@CH;H=C;FG?NLC=MOM?>CHNB?"IGJ;HSYM=IGJ?HM;NCIHJLIAL;G3B?M?@CH;H=C;FG?NLC=M;L?E?SJ?L@ILG;H=?CH>C=;NILMOH>?LFSCHAIOL
?R?=ONCP?MYCH=?HNCP?=IGJ?HM;NCIH#OLCHANB?L?G;CH>?LI@NB?"IGJ?HM;NCIH"IGGCNN??QCFF=IHNCHO?IHAICHA>CM=OMMCIHMQCNB
CNMCH>?J?H>?HN=IGJ?HM;NCIH=IHMOFN;HN;H>G;H;A?G?HN;<>
CH=FO>CHA?GCMMCIHML?>O=NCIHN;LA?NMAI;FM;H>INB?L=FCG;N?L?F;N?>G?;MOL?MCHNI@ONOL?J?L@ILG;H=?G?NLC=MOM?>CHNB?
"IGJ;HSM?R?=ONCP?=IGJ?HM;NCIHJLIAL;G
(GD88;5;7@5K ,GEF3;@34;>;FK3@6 | DAIF:)DA9D7EE)>3@ | ||||
3B?"IGJ;HSYM=;JCN;FJF;HL?@?LL?>NI;MIOL | Achieved and anticipated CO2 reductions (net mass)* | ||||
$2&/LIAL?MM/F;H>?N;CFMJF;HH?>MCAHC@C=;HNCHP?MNG?HNMCH | Baseline | ||||
FIQ;H>HI=;LGI>?LHCT;NCIHI@NB? | |||||
"IGJ;HSYM?F?=NLC=;H>H;NOL;FA;MCH@L;MNLO=NOL?;CG?>;N | -20% | ||||
B?FJCHANIL?>O=?NB??GCMMCIHI@AL??HBIOM?A;M?M=;L<> | -40% | ||||
;H>G?NB;H? 3B?M?CHP?MNG?HNM;L?NB?CHA<> | -54% | ||||
NB?"IGJ;HSYM=;LCIRC>??GCMMCIHL?>O=NCIHAI;FM@LIG | |||||
-60% | |||||
IOL?F?=NLC=A?H?L;NCIH | |||||
H?N | -80% | ||||
=;L<><> | |||||
AI;FNI;=BC?P?H?NT?LIG?NB;H??GCMMCIHM@LIGH;NOL;FA;M | -100% | ||||
>CMNLC<>I@ | 2005 | 2023 2025 | 2030 | 2050 | |
*Includes projection of potential carbon offsets by 2050 |
"(" %! | / | " '($$$ |
Governance Highlights
Accountability to our stockholders is critical to our long-term success. We routinely evaluate and enhance our governance practices to maintain alignment with evolving best practices. Highlights of our governance framework and matters with which the Board was involved during 2023 are noted below.
Governance Framework
Board Independence/Composition
- 10 of 12 director nominees are independent
- Independent Lead Director with defined duties, elected by other independent directors
- Independent Audit, Compensation, Finance and Governance Committees
- Opportunity for executive sessions at every board and committee meeting
- 50% of Board nominees are diverse by gender or race/ethnicity
Board Oversight
- Short- and long-term strategy and major strategic initiatives
- Leadership succession planning
- Code of Business Conduct
- Corporate sustainability, including risks and opportunities created by climate change
- Regular reporting from Board committees on specific risk oversight responsibilities
Board and Committee Practices
- Separate Chairman and CEO
- Ongoing Board refreshment
- Annual Board and committee evaluations
- Strategy and risk oversight discussion at every regular Board meeting
- Ongoing education programs by internal and third-party experts
- Stock ownership requirements for directors and executives
- Recoupment ("clawback") policies for incentive-based compensation to executives and officers
- Responsible overboarding restrictions
Stockholder Rights
- Annual election of all directors
- Majority voting standard for uncontested elections
- One-share,one-vote standard
- Proxy access and special meeting provisions in bylaws
- Annual "say-on-pay" advisory vote
Oversight of 2023 Strategic Initiatives
The Board is actively engaged in the oversight of the Company's strategy, providing advice and counsel as warranted and holding management accountable for making sound decisions in executing important matters affecting its stakeholders. Examples during 2023 included:
- ESG Progress Plan, updated to reflect the Company's anticipated capital expenditures over 2024-2028, allocated across strategies aimed at delivering efficiency, sustainability and growth, while providing transparency to investors.
- Announced plan to eliminate coal as an energy source by end of 2032 rather than 2035, three years earlier than previously planned.
- Capital projects, investments and research tied to the execution of the Company's ESG Progress Plan, including completion of a pilot program to test hydrogen as a fuel source for power generation, and the continued mitigation of the effects of supply chain disruptions on renewable energy project timelines and costs.
- Mitigation of the continued impact of macro-economic and other trends on the utility sector.
- Regulatory matters, including rate case reviews across all state jurisdictions.
2023 Governance Highlights
The Board is committed to ensuring the Company conducts its business with the highest standards of ethics, integrity and transparency. Governance highlights from 2023, which occurred at the Board's direction, include:
- Developed leadership succession plans, including the upcoming transition of the current Executive Chairman, Gale E. Klappa, to the role of Non-Executive Chairman following the 2024 annual meeting of stockholders, subject to annual Board nomination and shareholder approval.
- Added 5 new independent directors from 2019 through 2023.
- Adopted revisions to all committee charters, except for the Executive Committee, to reflect best practices and expanding risk oversight responsibilities.
- Updated governance practices and disclosures to reflect new SEC rules, including those related to universal proxy provisions, insider trading policies, clawback of incentive-based executive compensation, and cybersecurity incidents.
- Updated the Corporate Governance Guidelines to reflect non-management director retirement age of 75, with the exception of any such directors who, as of October 19, 2023, had accumulated more than ten years of service on the Board.
- Approved updates to the Code of Business Conduct.
- Established independent board director fees consistent with market, as recommended by outside advisor.
- Focused on expanding and enhancing public disclosures of interest to stakeholders:
- Issued new position statements to address the social and economic elements of the low-carbon transition and our commitment to human rights.
- Published the Company's electric utility energy mix and emission rates.
- Issued corporate responsibility report in alignment with the Sustainability Accounting Standards Board ("SASB") industry standards.
- Published the Company's consolidated EEO-1 Report.
- Enhanced the public disclosure of the Company's political activities, corporate political donations and lobbying, including the Company's first Trade Association and Climate Engagement Report.
WEC Energy Group | P-10 | 2024 Proxy Statement |
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
WEC Energy Group Inc. published this content on 05 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2024 16:25:35 UTC.