Summary
Xcel Energy Inc. (XEL) filed an 8-K on May 24, 2011, reporting significant leadership and corporate governance changes following its annual shareholder meeting on May 18, 2011. Notably, CEO Richard C. Kelly announced his intention to retire effective August 24, 2011, concluding a 43-year tenure. Benjamin G.S. Fowke III, currently President and COO, is slated to succeed Mr. Kelly as Chairman and CEO, marking a planned leadership transition for the company. In addition to the executive succession, Xcel Energy's shareholders approved several amendments to the company's Restated Articles of Incorporation. These changes include revising the director range, allowing board action by less than unanimous written consent (for non-shareholder approved matters), and removing outdated information. Shareholders also approved an increase in shares for the Non-Employee Directors’ Stock Equivalent Plan and ratified the appointment of Deloitte & Touche LLP as the independent auditor. An advisory vote on executive compensation was approved, with shareholders favoring an annual frequency for future votes.
Key Highlights
- 1Richard C. Kelly, Chairman and CEO, announced his retirement effective August 24, 2011.
- 2Benjamin G.S. Fowke III, President and COO, will succeed Richard C. Kelly as Chairman and CEO.
- 3Shareholders approved amendments to the Restated Articles of Incorporation, including a revised director range and allowing board action by less than unanimous written consent.
- 4The number of shares under the Non-Employee Directors’ Stock Equivalent Plan was increased from 750,000 to 2,750,000.
- 5Shareholders approved an advisory vote on executive compensation and favored an annual frequency for such votes.
- 6Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2011.
- 7A proposal to eliminate cumulative voting in director elections did not pass due to insufficient votes from certain preferred stock series.