Xcel Energy (NASDAQ: XEL) investors back board, pay and 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Xcel Energy Inc. held its 2026 Annual Meeting of Shareholders on May 20, 2026. Shareholders elected all ten board nominees, each receiving over 495 million votes in favor with additional broker non-votes recorded.

Investors also approved on an advisory basis the company’s executive compensation, with 463,774,474 votes for, 48,813,045 against, and 2,233,719 abstentions. They further ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 542,538,119 votes for, 19,035,065 against, and 650,636 abstentions.

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

Say-on-pay votes for: 463,774,474 votes Say-on-pay votes against: 48,813,045 votes Auditor ratification votes for: 542,538,119 votes +2 more

5 metrics

Say-on-pay votes for 463,774,474 votes Advisory executive compensation approval

Say-on-pay votes against 48,813,045 votes Advisory executive compensation proposal

Auditor ratification votes for 542,538,119 votes Ratification of Deloitte & Touche LLP for 2026

Auditor ratification votes against 19,035,065 votes Ratification of Deloitte & Touche LLP for 2026

Broker non-votes 47,402,582 votes Director elections and say-on-pay proposal

Key Terms

Annual Meeting of Shareholders, Broker Non-Votes, Advisory Vote on Executive Compensation, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Shareholders financial

"Xcel Energy Inc. (Xcel Energy) held its 2026 Annual Meeting of Shareholders on May 20, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Broker Non-Votes financial

"Megan Burkhart | 500,045,720 | 13,896,454 | 879,064 | 47,402,582"

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.

Advisory Vote on Executive Compensation financial

"Proposal No. 2 — Advisory Vote on Executive Compensation (Say on Pay Vote)"

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.

independent registered public accounting firm financial

"Ratified the appointment of Deloitte & Touche LLP as Xcel Energy’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.

Say on Pay Vote financial

"Proposal No. 2 — Advisory Vote on Executive Compensation (Say on Pay Vote)"

Understanding 8-K Material Events →

05/22/2026 - 04:18 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) May 20, 2026


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 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, $2.50 par value per share

XEL

Nasdaq Stock Market LLC

6.25% Junior Subordinated Notes due 2085

XELLL

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 5.07. Submission of Matters to a Vote of Security Holders.

Xcel Energy Inc. (Xcel Energy) held its 2026 Annual Meeting of Shareholders on May 20, 2026. At the meeting, shareholders:

•Elected all ten directors nominated by the Board;

•Approved, on an advisory basis, Xcel Energy’s executive compensation as set forth in the 2026 Proxy Statement; and

•Ratified the appointment of Deloitte & Touche LLP as Xcel Energy’s independent registered public accounting firm for 2026.

Set forth below are the voting results for each of the proposals.

Proposal No. 1 — Election of Directors


Name	For	Against	Withhold	Broker Non-Votes
Megan Burkhart	500,045,720	13,896,454	879,064	47,402,582
Lynn Casey	507,881,359	6,062,918	876,961	47,402,582
Maria Demaree	510,287,848	3,616,639	916,751	47,402,582
Robert Frenzel	495,774,640	18,096,931	949,667	47,402,582
Netha Johnson	509,986,398	3,962,439	872,401	47,402,582
Patricia Kampling	505,254,803	8,641,350	925,085	47,402,582
George Kehl	507,715,095	6,154,865	951,278	47,402,582
Charles Pardee	502,188,618	11,692,790	939,830	47,402,582
Devin Stockfish	509,908,425	3,964,316	948,497	47,402,582
Timothy Welsh	506,524,959	7,354,742	941,537	47,402,582

Proposal No. 2 — Advisory Vote on Executive Compensation (Say on Pay Vote)


For	Against	Abstain	Broker Non-Votes
463,774,474	48,813,045	2,233,719	47,402,582

Proposal No. 3 — Ratification of Independent Registered Public Accounting Firm


For	Against	Abstain
542,538,119	19,035,065	650,636

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.


	Xcel Energy Inc.
	(a Minnesota corporation)

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

Date: May 22, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Xcel Energy (XEL) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three main items: electing ten directors, approving Xcel Energy’s executive compensation on an advisory basis, and ratifying Deloitte & Touche LLP as the independent registered public accounting firm for 2026. All three proposals received shareholder approval.

How did Xcel Energy (XEL) shareholders vote on director elections in 2026?

All ten director nominees were elected. Each candidate, including Megan Burkhart, Lynn Casey, and Robert Frenzel, received more than 495 million votes in favor, with smaller numbers of votes against or withheld, plus broker non-votes reported for each director.

Was Xcel Energy (XEL) executive compensation approved in the 2026 say-on-pay vote?

Yes. The advisory say-on-pay proposal received 463,774,474 votes for, 48,813,045 votes against, and 2,233,719 abstentions, with 47,402,582 broker non-votes. This indicates shareholders supported the compensation program described in the 2026 proxy statement.

Which accounting firm did Xcel Energy (XEL) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as Xcel Energy’s independent registered public accounting firm for 2026. The ratification received 542,538,119 votes for, 19,035,065 votes against, and 650,636 abstentions at the annual meeting.

What were the broker non-votes at Xcel Energy’s 2026 annual meeting?

Broker non-votes totaled 47,402,582 on the director elections and the advisory say-on-pay proposal. Broker non-votes occur when brokers lack discretionary authority to vote certain shares on specific proposals without instructions from beneficial owners.

Filing Exhibits & Attachments

4 documents