8-KLeadership ChangesShareholder MattersCorporate Changes+1

XCEL ENERGY INC 8-K Report, Executive Changes (May 24, 2011)

Filed May 24, 2011For Securities:XELXELLL

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allowing board action by less than unanimous written consent (for non-shareholder approved matters), and removing outdated information.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.

Frequently Asked Questions

The most significant leadership change is the announced retirement of Chairman and CEO Richard C. Kelly, effective August 24, 2011, after 43 years of service. Benjamin G.S. Fowke III, who is currently President and COO, will take over as Chairman and CEO.

Shareholders approved amendments to the company's Articles of Incorporation, including changes to the board size range and procedural matters for board actions. They also approved an increase in stock equivalents for non-employee directors and ratified the auditor. However, a proposal to eliminate cumulative voting for directors failed to gain sufficient support from certain preferred stock classes.

Yes, shareholders held an advisory vote on executive compensation which was approved. Furthermore, they voted in favor of holding these advisory votes on an annual basis going forward.

The proposal to eliminate cumulative voting in director elections failed because it did not receive a majority of the votes cast by two specific series of preferred stock, which was required under Minnesota law for approval.