NorthWestern Energy (NWE) investors reelect full board and back 2026 pay plan

Rhea-AI Filing Summary

NorthWestern Energy Group, Inc. held its Annual Meeting of Stockholders on April 30, 2026, with strong participation. A total of 55,972,114 shares were represented in person or by proxy, reflecting over 91% of the 61,499,066 shares entitled to vote.

Stockholders elected all nine incumbent directors to one-year terms expiring at the 2027 annual meeting. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026 and approved, on an advisory basis, executive compensation for the company’s named executive officers.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented: 55,972,114 shares Shares outstanding: 61,499,066 shares Auditor ratification for votes: 54,542,567 votes +5 more

8 metrics

Shares represented 55,972,114 shares Present or by proxy at April 30, 2026 annual meeting

Shares outstanding 61,499,066 shares Common stock outstanding and entitled to vote at meeting

Auditor ratification for votes 54,542,567 votes For Deloitte & Touche LLP as 2026 independent auditor

Auditor ratification against votes 1,405,988 votes Against Deloitte & Touche LLP ratification

Say-on-pay for votes 50,209,283 votes For advisory approval of named executive officer compensation

Say-on-pay against votes 944,608 votes Against advisory approval of executive compensation

Typical director support ≈51.1M votes for Example: Brian Bird director election for votes

Broker non-votes on proposals 1 and 3 4,758,892 votes Broker non-votes for director elections and say-on-pay

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, named executive officers, +1 more

5 terms

broker non-votes financial

"The votes cast for or withheld with respect to each nominee were as follows"

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

"Ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 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 basis financial

"Approved, on an advisory basis, the compensation of the Company's named executive officers"

named executive officers financial

"Approved, on an advisory basis, the compensation of the Company's named executive officers"

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.

Annual Meeting of Stockholders financial

"held its Annual Meeting of Stockholders (the “Annual Meeting”)"

Understanding 8-K Material Events →

0001993004false00019930042026-04-302026-04-30

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 30, 2026

NorthWestern Energy Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-56598

93-2020320

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3010 W. 69th Street

Sioux Falls

South Dakota

57108

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 605-978-2900

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 (see General Instruction A.2. below):

☐ 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:

Registrant			Title of each class			Trading Symbol(s)			Name of each exchange on which registered
NorthWestern Energy Group, Inc.			Common stock			NWE			Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

On April 30, 2026, NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy (Nasdaq: NWE) (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 55,972,114 shares of common stock, par value $.01, were present in person or by proxies. This represented over 91 percent of the 61,499,066 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders:

•Elected all nine of the directors nominated by the Board of Directors;

•Ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026; and

•Approved, on an advisory basis, the compensation of the Company's named executive officers, as described in the Company's Proxy Statement.

Set forth below are the final voting results on each such matter.

1. Election of Directors. The Board of Directors of the Company nominated nine persons for election as directors of the Company, each to hold office for a one-year term expiring at the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified. Each nominee was an incumbent director, and no other person was nominated. The votes cast for or withheld with respect to each nominee were as follows:

Name of Director						For						Withheld						Broker Non-Votes
Brian Bird						51,101,454						111,768						4,758,892
Sherina Maye Edwards						50,951,533						261,689						4,758,892
Dave Goodin						51,102,859						110,363						4,758,892
Jan Horsfall						50,509,775						703,447						4,758,892
Britt Ide						50,000,831						1,212,391						4,758,892
Kent Larson						51,104,441						108,781						4,758,892
Linda Sullivan						51,055,568						157,654						4,758,892
Mahvash Yazdi						50,573,556						639,666						4,758,892
Jeffrey Yingling						50,906,318						306,904						4,758,892

2. Ratification of Independent Registered Public Accounting Firm. The votes cast with respect to the ratification of Deloitte & Touche LLP as our independent registered accounting firm for 2026 were as follows:

For						Against						Abstain
54,542,567						1,405,988						23,559

                

3. Advisory Vote on Executive Compensation. The votes cast with respect to the advisory vote to approve named executive officer compensation were as follows:

For						Against						Abstain						Broker Non-Votes
50,209,283						944,608						59,331						4,758,892

    

Item 9.01    Financial Statements and Exhibits.

Exhibit No.						Description of Document
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
* filed herewith

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.

						NorthWestern Energy Group, Inc.
			By:			/s/ Timothy P. Olson
						Timothy P. Olson
						Corporate Secretary

Date: May 5, 2026

FAQ

What was approved at NorthWestern Energy (NWE) 2026 annual meeting?

Stockholders elected all nine incumbent directors, ratified Deloitte & Touche LLP as the 2026 independent registered public accounting firm, and approved, on an advisory basis, compensation for the company’s named executive officers. Each proposal received strong support based on the voting results disclosed.

How many NorthWestern Energy (NWE) shares were represented at the 2026 meeting?

A total of 55,972,114 shares of common stock were present in person or by proxy. This represented over 91 percent of the 61,499,066 shares outstanding and entitled to vote at the Annual Meeting held on April 30, 2026.

Did NorthWestern Energy (NWE) stockholders approve executive compensation?

Yes. Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers. The advisory vote received 50,209,283 votes for, 944,608 against, and 59,331 abstentions, with 4,758,892 broker non-votes recorded on this compensation proposal.

Who is NorthWestern Energy’s independent auditor for 2026?

Stockholders ratified Deloitte & Touche LLP as NorthWestern Energy Group, Inc.’s independent registered public accounting firm for 2026. The ratification received 54,542,567 votes for, 1,405,988 votes against, and 23,559 abstentions, indicating strong support for continuing the existing audit relationship.

How did director nominees fare in NorthWestern Energy (NWE) 2026 vote?

All nine incumbent director nominees were elected to one-year terms expiring at the 2027 annual meeting. Each candidate received over 50 million votes for, with relatively small withhold votes and 4,758,892 broker non-votes reported for each director position.

What percentage of NorthWestern Energy (NWE) shares were outstanding for the 2026 vote?

There were 61,499,066 shares of common stock outstanding and entitled to vote at the Annual Meeting. Of these, 55,972,114 shares were represented, meaning over 91 percent of eligible shares participated in the stockholder meeting and related voting.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB