Black Hills (NYSE: BKH) investors approve directors, auditor and pay

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Black Hills Corporation reported the results of its Annual Meeting of Shareholders held on April 29, 2026. Shareholders elected three Class II directors to serve until the 2029 annual meeting. Scott M. Prochazka received 58,581,725 votes for and 2,368,886 withheld; Teresa A. Taylor received 57,824,353 for and 3,126,258 withheld; and Anne G. Waleski received 60,223,646 for and 726,965 withheld, with 6,365,125 broker non-votes on each director.

Shareholders also approved ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 66,181,234 votes for, 1,028,970 against, and 105,532 abstentions. In addition, on an advisory and non-binding basis, shareholders approved the compensation of the company’s named executive officers, with 59,589,296 votes for, 1,096,350 against, 264,965 abstentions, and 6,365,125 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Scott M. Prochazka: 58,581,725 votes Votes for Teresa A. Taylor: 57,824,353 votes Votes for Anne G. Waleski: 60,223,646 votes +4 more

7 metrics

Votes for Scott M. Prochazka 58,581,725 votes Director election at April 29, 2026 annual meeting

Votes for Teresa A. Taylor 57,824,353 votes Director election at April 29, 2026 annual meeting

Votes for Anne G. Waleski 60,223,646 votes Director election at April 29, 2026 annual meeting

Auditor ratification votes for 66,181,234 votes Ratification of Deloitte & Touche LLP for 2026

Auditor ratification votes against 1,028,970 votes Ratification of Deloitte & Touche LLP for 2026

Say-on-pay votes for 59,589,296 votes Advisory approval of executive compensation

Say-on-pay votes against 1,096,350 votes Advisory approval of executive compensation

Key Terms

broker non-votes, independent registered public accounting firm, named executive officers, advisory and non-binding basis

4 terms

broker non-votes financial

"Broker Non-Votes Scott M. Prochazka | 58,581,725 | 2,368,886 | 6,365,125"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the year 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

named executive officers financial

"the compensation of the Company’s named executive officers, as disclosed in the proxy statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

advisory and non-binding basis financial

"Shareholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers"

Understanding 8-K Material Events →

04/30/2026 - 06:32 PM

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): April 29, 2026

    

Black Hills Corporation

(Exact name of Registrant as Specified in Its Charter)


South Dakota	001-31303	46-0458824
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7001 Mount Rushmore Road
Rapid City, South Dakota		57702
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 605 721-1700

    

(Former Name or Former Address, 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 of $1.00 par value	BKH	The New York Stock Exchange

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

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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on April 29, 2026, at which three proposals were submitted. The proposals are described in detail in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 18, 2026. A quorum of shares was present for the Annual Meeting, and the final results for the votes regarding the proposals are set forth below.

1. Shareholders elected three (3) Class II directors to serve for a three-year term to expire at the Annual Meeting of Shareholders in 2029, and until their successors shall be duly elected and qualified. The name of each director elected, and the votes cast for each such individual, are set forth below:




Nominee	For	Withheld	Broker Non-Votes
Scott M. Prochazka	58,581,725	2,368,886	6,365,125
Teresa A. Taylor	57,824,353	3,126,258	6,365,125
Anne G. Waleski	60,223,646	726,965	6,365,125

2. Shareholders approved a proposal to ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the year 2026. The votes regarding Proposal 2 were as follows:




For	Against	Abstain	Broker Non-Votes
66,181,234	1,028,970	105,532	—

3. Shareholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement. The votes regarding Proposal 3 were as follows:




For	Against	Abstain	Broker Non-Votes
59,589,296	1,096,350	264,965	6,365,125

SIGNATURES

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.


			BLACK HILLS CORPORATION

Date:	April 30, 2026	By:	/s/ Kimberly F. Nooney
			Kimberly F. Nooney Senior Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Black Hills (BKH) shareholders decide at the 2026 annual meeting?

Shareholders elected three Class II directors, ratified Deloitte & Touche LLP as the 2026 independent auditor, and approved, on an advisory and non-binding basis, the compensation of named executive officers. All three proposals received more votes in favor than against.

Which directors were elected at Black Hills Corporation’s 2026 annual meeting?

Shareholders elected Scott M. Prochazka, Teresa A. Taylor, and Anne G. Waleski as Class II directors for three-year terms ending at the 2029 annual meeting. Each nominee received significantly more votes “for” than “withheld,” with additional broker non-votes recorded.

How did Black Hills (BKH) shareholders vote on the 2026 auditor ratification?

Shareholders approved ratifying Deloitte & Touche LLP as Black Hills Corporation’s independent registered public accounting firm for 2026, with 66,181,234 votes for, 1,028,970 against, and 105,532 abstentions. No broker non-votes were reported on this proposal in the results.

Was executive compensation approved at Black Hills Corporation’s 2026 meeting?

Yes. On an advisory and non-binding basis, shareholders approved the compensation of Black Hills Corporation’s named executive officers, with 59,589,296 votes for, 1,096,350 against, and 264,965 abstentions, along with 6,365,125 broker non-votes recorded for this say-on-pay proposal.

What are broker non-votes in the Black Hills (BKH) 2026 vote results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. For Black Hills Corporation’s 2026 meeting, 6,365,125 broker non-votes were reported for each director election and the advisory vote on executive compensation, but none for the auditor ratification.

Filing Exhibits & Attachments

1 document