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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 17, 2017
 
 
 
Commission File
Number
 
Exact Name of Registrant as Specified in its Charter; State of
Incorporation; Address of Principal Executive Offices; and
Telephone Number
 
IRS Employer
Identification
Number
001-3034
 
XCEL ENERGY
 
41-0448030
 
 
(a Minnesota corporation)
 
 
 
 
414 Nicollet Mall
 
 
 
 
Minneapolis, Minnesota 55401
 
 
 
 
(612) 330-5500
 
 
 
 
 
 
 
 
 
 

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. (the Company) held its 2017 annual meeting of shareholders on May 17, 2017. At the meeting shareholders:

•
elected all 12 directors nominated by the Board of Directors;
•
approved, on an advisory basis, the frequency of advisory vote on executive compensation to be every year;
•
approved, on an advisory basis, the Company’s executive compensation as set forth in the 2017 proxy statement;
•
ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2017; and
•
did not approve a shareholder proposal presented at the meeting on the separation of the roles of Chairman and Chief Executive Officer.

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

Proposal 1 — Election of Directors

Name
 
Votes For
 
Votes
Against
 
Votes
Withheld
 
Broker
Non-Vote
Gail K. Boudreaux
 
369,446,871
 
4,520,876
 
1,082,649
 
64,896,133

Richard K. Davis
 
350,003,269
 
23,049,234
 
1,997,892
 
64,896,133

Ben Fowke
 
366,599,487
 
5,935,802
 
2,515,106
 
64,896,133

Richard T. O’Brien
 
371,117,538
 
2,805,075
 
1,127,784
 
64,896,133

Christopher J. Policinski
 
371,301,455
 
2,722,025
 
1,026,916
 
64,896,133

James T. Prokopanko
 
371,011,209
 
2,933,735
 
1,105,452
 
64,896,133

A. Patricia Sampson
 
361,422,322
 
10,679,047
 
2,949,027
 
64,896,133

James J. Sheppard
 
371,024,396
 
2,896,645
 
1,129,356
 
64,896,133

David A. Westerlund
 
370,364,224
 
3,503,105
 
1,183,068
 
64,896,133

Kim Williams
 
371,166,042
 
2,843,741
 
1,040,614
 
64,896,133

Timothy V. Wolf
 
370,336,609
 
3,595,145
 
1,118,643
 
64,896,133

Daniel Yohannes
 
370,876,063
 
3,052,957
 
1,121,377
 
64,896,133


Proposal 2 — Advisory vote on frequency of advisory vote on executive compensation.

One Year
 
Two Years
 
Three Years
 
Votes Abstained
 
Broker Non-Votes
327,490,929
 
2,412,684
 
42,694,956
 
2,451,319
 
64,896,641

Proposal 3 — Advisory vote on executive compensation.

Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
357,072,428
 
14,912,975
 
3,064,484
 
64,896,641





Proposal 4 - Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2017.

Votes For
 
Votes Against
 
Votes Abstained
428,418,699
 
9,481,746
 
2,046,085

Proposal 5 — Shareholder proposal on the separation of the role of the Chairman and Chief Executive Officer.

Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
70,225,757
 
301,293,488
 
3,530,643
 
64,896,641

As shown above, the Company’s shareholders voted, in an advisory, non-binding vote, in favor of having a shareholder vote to approve the compensation of the Company's named executive officers every year. Based on these results and consistent with the previous recommendation and determination of Xcel Energy’s Board of Directors, Xcel Energy will hold non-binding advisory votes on executive compensation on an annual basis until the next vote on the frequency of shareholder votes on executive compensation.





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.

May 19, 2017
Xcel Energy Inc.
(a Minnesota corporation)
 
 
 
 
 
/s/ Judy M. Poferl
 
Judy M. Poferl
 
Senior Vice President, Corporate Secretary and Executive Services