WEC Energy : Proxy Statement
WEC
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
Environmental Stewardship
Social Initiatives
Responsible Governance
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?
!AIFA3FF7@6F:7@@G3>&77F;@9
/AF;@9?7F:A6E
.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
"?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
$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
2CH=?IOL?R?=ONCP?=IGJ?HM;NCIHJLIAL;GB;MCH=FO>?>G?NLC=MNB;NFCHE;MO<>
=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
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;
G?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
"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%
-54%
-60%
IOL?F?=NLC=A?H?L;NCIH
-80%
=;L<><>
AI;FNI;=BC?P?H?NT?LIG?NB;H??GCMMCIHM@LIGH;NOL;FA;M
-100%
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
Board Oversight
Board and Committee Practices
Stockholder Rights
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:
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:
WEC Energy Group
P-10
2024 Proxy Statement
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.