Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 20, 2025


Xcel Energy Inc.
(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction of incorporation)

001-3034

41-0448030

(Commission File Number)

(IRS Employer Identification No.)

414 Nicollet Mall

Minneapolis

Minnesota

55401

(Address of Principal Executive Offices)

(Zip Code)


612			330-5500
(Registrant’s Telephone Number, Including Area Code)


N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $2.50 par value per share

XEL

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of New Director

On January 20, 2025, the Board of Directors (the “Board”) of Xcel Energy Inc. (“Xcel Energy”) elected Devin Stockfish, 51, to serve on the Board, effective January 23, 2025, for a term expiring at the Xcel Energy 2025 Annual Meeting of Shareholders. Mr. Stockfish was also appointed to serve on the Board’s Finance Committee and Operations, Nuclear, Environmental and Safety Committee. The Board determined that Mr. Stockfish is independent and meets the applicable director independence requirements of the Nasdaq Stock Market LLC and Xcel Energy’s director independence standards, as adopted by the Board. In connection with the election of Mr. Stockfish, the Board increased the number of Xcel Energy directors from 13 to 14 pursuant to Xcel Energy’s Bylaws.

Since 2019, Mr. Stockfish has served as President and Chief Executive Officer for Weyerhaeuser Company, an American timberlands company headquartered in Seattle, Washington. Prior to that, he served as Senior Vice President, Timberlands from 2018‑2019, Vice President, Western Timberlands from 2017‑2018, Senior Vice President, General Counsel and Corporate Secretary from 2014‑2016 and as Corporate Secretary and Assistant General Counsel from 2013‑2014 at Weyerhaeuser Company. Prior to that, Mr. Stockfish served in various roles at Univar Solutions LLC, Starbucks Corporation, K&L Gates LLP and The Boeing Company.

Mr. Stockfish will receive compensation for his Board service consistent with the compensation received by Xcel Energy’s other non-employee directors as disclosed in the Summary of Non-Employee Director Compensation, effective as of May 24, 2023, filed as Exhibit 10.01 hereto and incorporated herein by reference. Mr. Stockfish’s compensation will be prorated from the commencement of his service on the Board to the date of the 2025 Annual Meeting of Shareholders. Except for the foregoing compensation arrangement, there is no arrangement or understanding between Mr. Stockfish and any other person pursuant to which Mr. Stockfish was elected as a director. There are no related person transactions involving Mr. Stockfish that are reportable under Item 404(a) of Regulation S‑K, and Mr. Stockfish does not have any familial relationship with any director or executive officer of Xcel Energy.

A copy of the press release announcing Mr. Stockfish’s election to the Board is filed as Exhibit 99.01 hereto.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits


Exhibit						Description
10.01						Summary of Non-Employee Director Compensation, effective as of May 24, 2023
99.01						Press Release dated January 23, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


January 23, 2025			Xcel Energy Inc. (a Minnesota corporation)

			/s/ AMY SCHNEIDER
			Amy Schneider
			Vice President, Corporate Secretary and Securities

Exhibit 10.01

SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION

(effective as of May 24, 2023)

The Governance, Compensation and Nominating (“GCN”) Committee of the Board of Directors (the “Board”) of Xcel Energy Inc. has authority to develop and recommend compensation policies and programs for directors. Only non-employee directors are compensated for their Board service. Annual pay consists of the following:

• Annual Retainer: $125,000

• Lead Independent Director: $35,000

• Audit Committee Chair: $25,000

• Audit Committee Members (including Chair): $10,000

• Finance Committee Chair: $20,000

• GCN Committee Chair: $25,000

• Operations, Nuclear, Environmental and Safety Committee Chair: $20,000

Directors receive 25% of the applicable annual pay each quarter (pro-rated for partial service during the quarter). Directors may elect to defer all or a portion of their cash retainer into stock equivalent units (see “Stock Program” below). We do not offer retirement benefits to our directors.

Annual Equity Grant

Directors elected at the annual shareholders meeting each receive a grant of shares of common stock or stock equivalent units representing approximately $170,000 in value on the first business day following the annual shareholders meeting. Stock equivalent units are payable upon the director’s death, disability or termination of service. Terms of the stock equivalent units are discussed below under “Stock Program.”

Stock Program

Our director compensation program aligns director and shareholder interests, and our Stock Program is designed to further that principle. Directors can elect to receive their annual equity grant in shares of common stock and/or stock equivalent units. Each stock equivalent unit has a value equal to one share of our common stock. Stock equivalent units cannot be voted by a director and are only payable as a distribution of whole shares of our common stock upon a director’s termination of service, disability or death. The stock equivalent units fluctuate in value with the value of our common stock. Additional stock equivalent units are accumulated upon the payment of, and at the same value as, dividends declared on our common stock. Directors will receive payouts from the Stock Program in January of the year following their separation from service.

Directors are also able to defer compensation into stock equivalent units under our Stock Program until after retirement from the Board or separation from service as a director. Directors who elect to defer cash compensation into stock equivalent units receive a premium of 20% of the compensation that was deferred.

Exhibit 99.01


			Xcel Energy Media Relations 414 Nicollet Mall, 401-7 Minneapolis, MN 55401 (612) 215-5300 www.xcelenergy.com

Xcel Energy elects Devin Stockfish to board of directors

Stockfish brings extensive expertise as president, CEO of Weyerhaeuser Co.

MINNEAPOLIS (January 23, 2025) — Xcel Energy Inc. (NASDAQ: XEL) announced today that Devin Stockfish has been elected to its board of directors, effective January 23, 2025.

Stockfish has served as president and CEO of Weyerhaeuser Co., North America’s largest integrated timber and forest products company, since 2019, and also serves as a member of its board of directors. He previously was senior vice president, Timberlands; vice president, Western Timberlands; and senior vice president, general counsel and corporate secretary during his nearly 12-year tenure with Weyerhaeuser.

“Devin is an accomplished executive who, like us, is deeply committed to safety and operational excellence,” said Bob Frenzel, chairman, president and CEO of Xcel Energy. “We are pleased to welcome him to our board and believe that our company will greatly benefit from his acumen in leading a publicly traded, capital-intensive business; his expertise in sustainable forest management; his engineering education; as well as his depth of knowledge in corporate strategy and finance and experience managing complex legal and regulatory issues.”

Stockfish will serve on the Xcel Energy board of directors’ Finance committee and its Operations, Nuclear, Environmental and Safety (ONES) committee. With his addition, the company’s Board of Directors will have 14 members.

Prior to joining Weyerhaeuser in 2013, Stockfish was vice president and associate general counsel at chemical distributor Univar Solutions LLC, focused on mergers and acquisitions, corporate governance and securities law. He also has worked as an attorney for Starbucks Corp. and practiced corporate law at the K&L Gates LLP law firm. Before practicing law, Stockfish worked as a mechanical engineer with Boeing Co.

Stockfish holds a Juris Doctor degree from Columbia Law School and a Bachelor of Science degree in mechanical engineering from the University of Colorado.

# # #

About Xcel Energy

Xcel Energy (NASDAQ: XEL) provides the energy that powers millions of homes and businesses across eight Western and Midwestern states. Headquartered in Minneapolis, the company is an industry leader in responsibly reducing carbon emissions and producing and delivering clean energy solutions from a variety of renewable sources at competitive prices. For more information, visit xcelenergy.com or follow us on X and Facebook.

Cover Page	Jan. 20, 2025
Document Information [Line Items]
Amendment Flag	false
Entity Registrant Name	XCEL ENERGY INC
Entity Central Index Key	0000072903
Entity Incorporation, State or Country Code	MN
Document Type	8-K
Document Period End Date	Jan. 20, 2025
Entity File Number	001-3034
Entity Address, Address Line One	414 Nicollet Mall
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55401
City Area Code	612
Local Phone Number	330-5500
Entity Tax Identification Number	41-0448030
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $2.50 par value per share
Trading Symbol	XEL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false