MGE Energy (NASDAQ: MGEE) shareholders approve directors, auditor and executive pay at 2026 meeting

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

MGE Energy, Inc. reported voting results from its Annual Meeting of Shareholders held on May 19, 2026. Three Class I directors were elected to terms expiring at the 2029 annual meeting, each receiving more than 20 million votes in favor with several hundred thousand votes against.

Shareholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 25,526,278 votes for, 531,389 against, and 248,239 abstentions. An advisory vote on executive compensation was approved, receiving 20,105,054 votes for, 1,166,451 against, and 499,854 abstentions, along with 4,534,547 broker non-votes.

The company noted that its Amended and Restated Articles of Incorporation limit the voting power of any shareholder owning more than 10% of outstanding voting stock, with excess shares entitled to 1/100th of a vote per share. This limitation was applied to two shareholders, and the reported results reflect that adjustment.

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 James G. Berbee: 21,071,638 votes Votes for Londa J. Dewey: 20,822,325 votes Votes for Angela S. Rieger: 21,179,826 votes +3 more

6 metrics

Votes for James G. Berbee 21,071,638 votes Election of Class I Director at 2026 annual meeting

Votes for Londa J. Dewey 20,822,325 votes Election of Class I Director at 2026 annual meeting

Votes for Angela S. Rieger 21,179,826 votes Election of Class I Director at 2026 annual meeting

Votes for auditor ratification 25,526,278 votes Ratification of PricewaterhouseCoopers LLP for 2026

Votes for say-on-pay 20,105,054 votes Advisory vote on executive compensation

Broker non-votes on proposals 1 and 3 4,534,547 votes Director elections and advisory vote on compensation

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote on executive compensation, Amended and Restated Articles of Incorporation, +2 more

6 terms

broker non-votes financial

"Broker Non-Votes 20,105,054 | | 1,166,451 | | 499,854 | | 4,534,547"

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

"ratification of selection of PricewaterhouseCoopers LLP to serve as the company's 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.

advisory vote on executive compensation financial

"an advisory vote on executive compensation was approved"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

Amended and Restated Articles of Incorporation regulatory

"MGE Energy’s Amended and Restated Articles of Incorporation contain a provision limiting the voting power"

A company's amended and restated articles of incorporation are an updated, single-version legal document that replaces its original founding papers to reflect changes in the company’s basic rules—like its capital structure, classes of stock, voting rights, or board arrangements. Investors care because these updates can change who controls the company, how dividends or profits are shared, or whether existing shares are diluted; think of it as an updated blueprint that can alter ownership and value.

outstanding voting stock financial

"any shareholder who acquires more than 10% of outstanding voting stock"

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Understanding 8-K Material Events →

05/22/2026 - 10:41 AM


		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
		May 19, 2026 Date of report (date of earliest event reported)
Commission File No.		Name of Registrant, State of Incorporation, Address of Principal Executive Offices, and Telephone No.	IRS Employer Identification No.
000-49965		MGE Energy, Inc. (a Wisconsin Corporation) 133 South Blair Street Madison, Wisconsin 53788 (608) 252-7000 \| mgeenergy.com	39-2040501

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, $1 Par Value Per Share	MGEE	The NASDAQ Stock Market

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). ☐

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.

MGE Energy, Inc.'s Annual Meeting of Shareholders was held on May 19, 2026 (the "Annual Meeting"). At the Annual Meeting, three Class I Directors were elected, shareholders ratified the independent registered public accounting firm for the year 2026, and an advisory vote on executive compensation was approved. The results for each of the matters submitted to a vote of shareholders during the meeting were as follows:

Election of three Class I Directors with terms of office expiring at the 2029 annual meeting of shareholders.


	For Votes	Against Votes	Abstained	Broker Non-Votes
James G. Berbee	21,071,638	451,915	247,806	4,534,547
Londa J. Dewey	20,822,325	674,656	274,378	4,534,547
Angela S. Rieger	21,179,826	330,755	260,778	4,534,547

Ratification of selection of PricewaterhouseCoopers LLP to serve as the company's independent registered public accounting firm for the year 2026.


For Votes	Against Votes	Abstained
25,526,278	531,389	248,239

Advisory vote on executive compensation as disclosed in the annual meeting proxy statement.


For Votes	Against Votes	Abstained	Broker Non-Votes
20,105,054	1,166,451	499,854	4,534,547

As noted in the proxy statement for the Annual Meeting, MGE Energy’s Amended and Restated Articles of Incorporation contain a provision limiting the voting power of any shareholder who acquires more than 10% of outstanding voting stock. Shares held by any shareholder in excess of 10% of outstanding voting stock are entitled to 1/100th vote per share. The voting results described above reflect this voting limitation, which was applied to two of our shareholders.

SIGNATURES

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


	MGE Energy, Inc.
	(Registrant)



Date: May 22, 2026	/s/ Jenny L. Lagerwall
	Jenny L. Lagerwall Assistant Vice President - Accounting and Controller (Chief Accounting Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did MGE Energy (MGEE) shareholders approve at the 2026 annual meeting?

Shareholders elected three Class I directors, ratified PricewaterhouseCoopers LLP as the 2026 independent auditor, and approved an advisory vote on executive compensation. Each item received strong majority support based on adjusted voting under the company’s ownership-based voting limitations.

How did MGE Energy (MGEE) shareholders vote on director elections in 2026?

Three Class I directors were elected with over 20 million votes each. For example, James G. Berbee received 21,071,638 votes for and 451,915 against, with additional abstentions and 4,534,547 broker non-votes recorded for each director candidate.

What were the 2026 auditor ratification results for MGE Energy (MGEE)?

Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 25,526,278 votes for, 531,389 against, and 248,239 abstentions. This confirms continued shareholder support for the existing external audit relationship for the current fiscal year.

How did MGE Energy (MGEE) shareholders vote on executive compensation?

The advisory vote on executive compensation passed with 20,105,054 votes for, 1,166,451 against, and 499,854 abstentions, plus 4,534,547 broker non-votes. This nonbinding vote indicates shareholder approval of the pay practices disclosed in the annual meeting proxy statement.

What is MGE Energy’s (MGEE) voting limitation for shareholders over 10%?

MGE Energy’s Amended and Restated Articles of Incorporation limit the voting power of any shareholder holding more than 10% of outstanding voting stock. Shares above the 10% threshold receive only 1/100th vote per share, a limitation applied to two shareholders in these results.

When will the newly elected MGE Energy (MGEE) directors’ terms expire?

The three Class I directors elected at the May 19, 2026 annual meeting will serve terms expiring at the 2029 annual meeting of shareholders. Their election maintains the company’s classified board structure with staggered multiyear director terms.

Filing Exhibits & Attachments

1 document