8-K

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 9, 2024

____________________

(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:

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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Consistent with previous disclosure, on May 9, 2024, Gale E. Klappa completed his service as Executive Chairman of WEC Energy Group, Inc. (the “Company”) and transitioned to his role as Non-Executive Chairman.

In light of the Company’s performance during Mr. Klappa’s tenure as Executive Chairman and his significant contributions to that performance, the Compensation Committee of the Company’s Board of Directors approved the acceleration of the vesting of unvested shares of restricted stock awarded to Mr. Klappa, consisting of approximately 30,539 shares, effective May 9, 2024.

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

At the Company’s Annual Meeting held on May 9, 2024, stockholders voted on the following proposals with the following results:

Proposal 1 – Election of Twelve Directors for Terms Expiring in 2025

Proposal 2 – Ratification of Deloitte & Touche LLP as Independent Auditors for 2024

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

Proposal 4 – Amendment of our Restated Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock

Proposal 5 – Stockholder Proposal Regarding Simple Majority Vote

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