01—Abstract
Summary
Summary of the 8-K filed December 5, 2025. Cited figures are marked; the original filing is the authoritative source.
WEC Energy Group, Inc. filed this Current Report on Form 8-K under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers) on December 5, 2025, disclosing the performance measures set by its Compensation Committee on December 4, 2025 for executive pay programs.
The filing covers the 2026 plan year under the WEC Energy Group Short-Term Performance Plan and the 2026 performance unit awards under the Performance Unit Plan. It does not report financial results, earnings figures, or any change in directors or officers. For the 2026 annual incentive, named executive officers at the corporate level will be weighted 75%a on earnings per share and 25% on cash flow, measured against WEC Energy Group targets.
Awards can be adjusted up to 10%b based on customer satisfaction (5%), safety (2.5%) and supplier diversity and workforce development (2.5%). Wisconsin utility-focused executives face a different mix, with 25% earnings per share, 25% cash flow and 50% aggregate net income of the Wisconsin utility operations, plus the same up-to-10% adjustment with allocations adjusted for Wisconsin-specific supplier diversity and workforce development. For the 2026 performance unit awards, vesting will depend on three-year total shareholder return relative to a custom peer group (55%) and the weighted average authorized return on equity of WEC's utility subsidiaries (45%).
A price-to-earnings ratio relative to peers can increase vesting by up to 25%c, and vesting cannot exceed 200% of target. For investors, the filing mainly signals how management incentives are tied to earnings per share, cash flow, shareholder return and utility returns.
02—Key points
Key Highlights
- Compensation Committee set 2026 annual incentive measures on December 4, 2025 under the WEC Energy Group Short-Term Performance Plan.
- Corporate NEO annual incentives are weighted 75% earnings per share and 25% cash flow, against WEC Energy Group targets.
- Wisconsin utility-focused NEOs are weighted 25% earnings per share, 25% cash flow and 50% aggregate net income of Wisconsin utility operations.
- Annual awards for all NEOs can be increased or decreased by up to 10% based on customer satisfaction, safety, supplier diversity and workforce development.
- 2026 performance unit awards are based 55% on three-year total shareholder return versus a custom peer group and 45% on weighted average authorized utility return on equity.
- A stock price to earnings ratio compared with peers can increase performance unit vesting by up to 25%.
- Performance unit vesting is capped at 200% of the target award.
03—Questions
Frequently Asked Questions
What is the purpose of this 8-K filing?
The filing discloses performance measures and weightings that the Compensation Committee of WEC Energy Group's Board of Directors established on December 4, 2025 for executive compensation under its annual incentive and performance unit plans for 2026.
How are 2026 annual incentives for most named executive officers determined?
Awards are primarily based on WEC Energy Group's performance against earnings per share targets (75% weight) and cash flow targets (25% weight), and can be adjusted up to 10% based on customer satisfaction, safety, and supplier diversity and workforce development across the company family.
How do Wisconsin utility executives' incentives differ?
For NEOs whose roles primarily relate to Wisconsin utility operations, earnings per share accounts for 25%, cash flow for 25%, and aggregate net income of the Wisconsin utility operations for 50%, with the same up-to-10% adjustment factors and allocations specific to Wisconsin supplier diversity and workforce development.
What measures determine the 2026 performance unit awards?
Vesting is based 55% on three-year total shareholder return compared with a custom peer group and 45% on the weighted average authorized return on equity of WEC's utility subsidiaries. A stock price to earnings ratio relative to peers can increase vesting by up to 25%, with a maximum vesting of 200% of target.
Does this filing report any changes in directors or officers?
The filing, made under Item 5.02, addresses compensatory arrangements and performance measures only. It does not describe any departure, election or appointment of directors or officers.
04—Continue