WEC Energy (NYSE: WEC) investors re-elect board but keep supermajority rules

Rhea-AI Filing Summary

WEC Energy Group reported the results of its annual shareholder meeting held on May 7, 2026. Stockholders re-elected all 12 director nominees for terms expiring in 2027, with each receiving over 235 million votes in favor.

Shareholders also approved the ratification of Deloitte & Touche LLP as independent auditors for 2026, with 272,998,864 votes for and 14,173,423 against, and passed the advisory "say-on-pay" vote on named executive officer compensation.

However, proposals to amend the Restated Articles of Incorporation and Bylaws to eliminate supermajority voting requirements did not receive sufficient support, and a stockholder proposal to govern by majority vote was also not approved.

Insights

Corporate governance analyst

Shareholders back board and auditors but retain existing voting structure.

Investors supported all 12 director nominees and ratified Deloitte & Touche LLP as 2026 independent auditors, signaling continuity in board composition and external oversight. The advisory vote also backed current executive pay practices.

By contrast, proposals to eliminate supermajority voting standards in the Articles and Bylaws, and a separate stockholder proposal to govern by simple majority, were not approved. This leaves higher approval thresholds in place for certain future corporate actions, maintaining the company’s existing balance of power between the board and shareholders.

Future proxy materials will be important for any renewed efforts to change voting standards or revisit majority-vote governance concepts, especially if investor sentiment on governance structures evolves over time.

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

Highest director votes for: 247,286,020 shares Lowest director votes for: 235,878,157 shares Auditor ratification for votes: 272,998,864 shares +5 more

8 metrics

Highest director votes for 247,286,020 shares Shares voted for John D. Lange

Lowest director votes for 235,878,157 shares Shares voted for Ulice Payne, Jr.

Auditor ratification for votes 272,998,864 shares Ratification of Deloitte & Touche LLP for 2026

Say-on-pay for votes 236,230,392 shares Advisory vote approving executive compensation

Articles supermajority amendment for votes 248,336,275 shares Proposal to amend Restated Articles to eliminate supermajority

Bylaws supermajority amendment for votes 248,286,066 shares Proposal to amend Bylaws to eliminate supermajority

Majority vote stockholder proposal for votes 94,181,325 shares Stockholder proposal to govern by majority vote

Common broker non-votes 35,784,094 shares Broker non-votes on several proposals

Key Terms

broker non-votes, supermajority voting requirements, Restated Articles of Incorporation, Bylaws, +2 more

6 terms

broker non-votes financial

"Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes"

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.

supermajority voting requirements financial

"to eliminate supermajority voting requirements was not approved by the Company’s shareholders"

Restated Articles of Incorporation regulatory

"Amendment to our Restated Articles of Incorporation to Eliminate Supermajority Voting Requirements"

Bylaws regulatory

"Amendment to our Bylaws to Eliminate Supermajority Voting Requirements"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

advisory vote financial

"Advisory Vote to Approve Compensation of the Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent auditors financial

"Ratification of Deloitte & Touche LLP as Independent Auditors for 2026"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Understanding 8-K Material Events →

0000783325false00007833252026-05-072026-05-07

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):

May 7, 2026

____________________

Commission File Number

Registrant; State of Incorporation; Address; and Telephone Number

IRS Employer Identification No.

001-09057

WEC ENERGY GROUP, INC.

39-1391525

(A Wisconsin Corporation)

231 West Michigan Street

P.O. Box 1331

Milwaukee, WI 53201

(414) 221-2345

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, $.01 Par Value

WEC

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. ☐

1

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the Annual Meeting of WEC Energy Group Inc. (“WEC Energy” or the “Company”) held on May 7, 2026, stockholders voted on the following proposals with the following results:

Proposal 1 – Election of Twelve Directors for Terms Expiring in 2027

Each of the twelve Directors listed below was approved by the Company’s stockholders to serve a term expiring in 2027. The vote for each Director was as follows:

Nominee			Shares Voted For			Shares Voted Against			Shares Abstained			Broker Non-Votes
Warner L. Baxter			246,157,879			5,410,785			906,324			35,784,094
Ave M. Bie			246,281,863			5,153,437			1,039,688			35,784,094
Danny L. Cunningham			245,743,361			4,906,987			1,824,640			35,784,094
William M. Farrow III			243,831,581			7,724,460			918,947			35,784,094
Cristina A. Garcia-Thomas			246,838,159			4,555,123			1,081,706			35,784,094
Maria C. Green			246,274,833			5,217,926			982,229			35,784,094
Thomas K. Lane			246,891,344			4,560,835			1,022,809			35,784,094
John D. Lange			247,286,020			4,152,278			1,036,690			35,784,094
Scott J. Lauber			242,578,111			9,157,214			739,663			35,784,094
Ulice Payne, Jr.			235,878,157			15,693,564			903,267			35,784,094
Mary Ellen Stanek			245,114,943			6,421,628			938,417			35,784,094
Glen E. Tellock			247,085,770			4,493,785			895,433			35,784,094

Proposal 2 – Ratification of Deloitte & Touche LLP as Independent Auditors for 2026

The proposal to ratify Deloitte & Touche LLP as independent auditors for 2026 was approved by the Company’s shareholders. The proposal received the following vote:

Shares Voted For			Shares Voted Against			Shares Abstained			Broker Non-Votes
272,998,864			14,173,423			1,086,795			0

Proposal 3 – Advisory Vote to Approve Compensation of the Named Executive Officers

The advisory vote to approve compensation of the named executive officers was approved by the Company’s shareholders. The proposal received the following vote:

Shares Voted For			Shares Voted Against			Shares Abstained			Broker Non-Votes
236,230,392			14,371,843			1,872,753			35,784,094

Proposal 4 – Amendment to our Restated Articles of Incorporation to Eliminate Supermajority Voting Requirements

The proposal to amend our Restated Articles of Incorporation to eliminate supermajority voting requirements was not approved by the Company’s shareholders. The proposal received the following vote:

Shares Voted For			Shares Voted Against			Shares Abstained			Broker Non-Votes
248,336,275			2,970,510			1,168,203			35,784,094

2

Proposal 5 – Amendment to our Bylaws to Eliminate Supermajority Voting Requirements

The proposal to amend our Bylaws to eliminate supermajority voting requirements was not approved by the Company’s shareholders. The proposal received the following vote:

Shares Voted For			Shares Voted Against			Shares Abstained			Broker Non-Votes
248,286,066			2,970,325			1,218,597			35,784,094

Proposal 6 – Stockholder Proposal to Govern by Majority Vote

The stockholder proposal to govern by majority was not approved by the Company’s shareholders. The proposal received the following vote:

Shares Voted For			Shares Voted Against			Shares Abstained			Broker Non-Votes
94,181,325			156,193,461			2,100,202			35,784,094

3

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.
			WEC ENERGY GROUP, INC.
			(Registrant)
			/s/ William J. Guc
Date: May 12, 2026			William J. Guc, Vice President and Controller

4

FAQ

What did WEC shareholders decide about the 2026 board of directors?

Shareholders re-elected all 12 director nominees for terms expiring in 2027. Each nominee, including Warner L. Baxter and Glen E. Tellock, received over 235 million votes in favor, indicating broad investor support for the existing board composition.

Did WEC (WEC) shareholders ratify Deloitte & Touche as 2026 auditors?

Yes, shareholders ratified Deloitte & Touche LLP as independent auditors for 2026 with 272,998,864 votes for, 14,173,423 against, and 1,086,795 abstentions. There were no broker non-votes, indicating clear backing for the audit firm’s appointment.

How did WEC shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on named executive officer compensation, with 236,230,392 votes for, 14,371,843 against, and 1,872,753 abstentions. This non-binding result shows overall shareholder support for the company’s current executive pay program.

Were WEC’s supermajority voting requirements eliminated at the 2026 meeting?

No, proposals to amend the Restated Articles of Incorporation and Bylaws to eliminate supermajority voting requirements were not approved. Each proposal received about 248 million votes for, but failed to achieve the heightened approval standard required for adoption.

What happened to the WEC stockholder proposal to govern by majority vote?

The stockholder proposal to govern by majority vote was not approved. It received 94,181,325 votes for, 156,193,461 against, and 2,100,202 abstentions, so the company’s existing voting framework remains unchanged after the 2026 annual meeting.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB