Wec Energy Group, Inc DEF 14A, filed Mar 23, 2023

Wec Energy Group, Inc. (WEC)

DEF 14A 2023-03-23

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Added on June 12, 2026

About this DEF 14A

Wec Energy Group, Inc filed this DEF 14A on March 23, 2023.

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☐	Preliminary Proxy Statement
☐	Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


	(4)	Proposed maximum aggregate value of transaction:


	(5)	Total fee paid:


☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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	•	Achieved record net income and record earnings per share.
	•	Returned more cash to stockholders than in any other year in company history.
	•	Declared a 7.2 percent increase in our dividend in January of 2023 — the twentieth consecutive year of dividend increases for our stockholders.
	•	Developed the largest five-year capital investment plan in the Company’s history.

	•	Made significant progress on our energy transition, including regulatory approval of our first two renewable projects utilizing solar panels and batteries.
	•	Partnered with the Electric Power Research Institute to lead a pilot program — one of the first of its kind in the world — to test hydrogen as a fuel source for power generation.
	•	Received approval for a renewable natural gas pilot program, with contracts in place to connect our natural gas distribution network to local dairy farms.
	•	Published the third edition of our climate report, which details our clean energy strategy while continuing to serve our customers affordably and reliably.

	•	Achieved the best employee safety record since our Company doubled its size through a major acquisition in 2015.
	•	Contributed through our charitable organizations more than $20 million to worthy organizations across our service areas. Our major focus areas continue to be: education, community and neighborhood development, arts and culture, and the environment.
	•	Published the Company’s first Supplier Diversity Economic Impact Report, demonstrating the catalytic impact of our supplier diversity programs.

	•	Achieved a seamless transition to a new CEO, and completed 2022 with the most diverse senior leadership team in Company history.
	•	Appointed five new independent directors since 2019 — adding broad experience and overall diversity to an engaged and effective board.
	•	Extended our track record of strong linkage between pay and performance, with challenging financial and ESG metrics in our incentive compensation program. Received 94.2 percent support from shareholders for our executive compensation program at the 2022 annual meeting.

Date and Time Thursday, May 4, 2023 at 1:30 p.m., Central time Location WEC Energy Group will hold a virtual annual stockholders meeting, held exclusively online at www.meetnow.global/MPNLAWV. Access to the meeting begins at 1:15 p.m., Central time. Items to be voted 1. Election of 12 directors for terms expiring in 2024. 2. Ratification of Deloitte & Touche LLP as independent auditors for 2023. 3. Advisory vote to establish the frequency of “say-on-pay” vote. 4. Advisory vote to approve compensation of the named executive officers. In addition, we will consider and act upon any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. How to attend the 2023 Annual Meeting This year’s Annual Meeting will take place entirely online. If you would like to participate in the meeting, including voting, submitting a question, or examining our list of stockholders, you will need to visit our meeting site, located at www.meetnow.global/MPNLAWV, and enter your control number. Consistent with our prior virtual meetings, we will offer stockholder rights and participation opportunities during the meeting that are similar to our past in-person annual meetings. Registered Stockholders. If your shares are registered in your name, your 15-digit control number was included on your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials. Beneficial Owners. If you own shares in “street name” (that is, through a broker, bank or other nominee), you must register in advance to obtain a control number. For more information, see Annual Meeting Attendance and Voting Information, which begins on P-74. Your vote is very important to us. We urge you to review the proxy statement carefully and exercise your right to vote. Even if you plan to attend the Annual Meeting, please vote your shares as soon as possible using one of the voting methods outlined in this notice. If you vote in advance, you are still entitled to vote at the Annual Meeting, which would have the effect of revoking any prior votes.		Voting methods

		Use the Internet Vote shares online. See page P-75. Mobile Device Scan this QR code. Call Toll-Free In the U.S. or Canada call 1-800-652-8683. Mail your Proxy Card Follow the instructions on your voting form.

		Record Date Stockholders of record as of close of business on February 23, 2023 (Record Date), will be entitled to vote. Each share of common stock is entitled to one vote for each director position and one vote for each of the other proposals. On or about March 23, 2023, the Proxy Statement and 2022 Annual Report are being mailed or made available online to stockholders. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 4, 2023: The Proxy Statement and 2022 Annual Report are available at www.envisionreports.com/WEC.

Forward-Looking Statements	P-6
Proxy Summary	P-6
Proposal 1	P-12
Election of Directors-Terms Expiring in 2024
Board Composition	P-13
Succession Planning/Director Nomination Process	P-16
2023 Director Nominees for Election	P-18
Governance	P-24
Primary Role and Responsibilities of our Board	P-24
Our Environmental, Social and Governance Commitment	P-27
Stockholder Engagement	P-29
Board Leadership Structure	P-30
Board and Committee Practices	P-30
Board Evaluation Process	P-31
Board Committees	P-32
Compensation Committee Interlocks and Insider Participation	P-34
Additional Governance Matters	P-34
Communications with the Board	P-35
Where to Find More Information on Governance	P-35
Director Compensation	P-36
Proposal 2	P-38
Ratification of Deloitte & Touche LLP as Independent Auditors for 2023
Independent Auditors’ Fees and Services	P-39
Audit and Oversight Committee Report	P-40
Proposal 3	P-41
Advisory Vote to Establish the Frequency of “Say-on-Pay” Vote
Proposal 4	P-42
Advisory Vote to Approve Compensation of the Named Executive Officers
Compensation Discussion and Analysis	P-43
Executive Summary	P-43
Components of Our Executive Compensation Program	P-45
Determination of Market Median	P-47

Annual Base Salary	P-47
Annual Cash Incentive Compensation	P-47
Long-Term Incentive Compensation	P-50
Compensation Recoupment Policy	P-54
Stock Ownership Guidelines	P-54
Prohibition on Hedging and Pledging	P-54
Limited Trading Windows	P-55
Retirement Programs	P-55
Other Benefits, Including Perquisites	P-55
Tax Gross-Up Policy	P-55
Severance Benefits and Change in Control	P-55
Impact of Prior Compensation	P-56
Tax and Accounting Considerations	P-56
Retention Agreement	P-56
Compensation Committee Report	P-56
Executive Compensation Tables	P-57
Summary Compensation Table	P-57
Grants of Plan-Based Awards for Fiscal Year 2022	P-59
Outstanding Equity Awards at Fiscal Year-End 2022	P-60
Option Exercises and Stock Vested for Fiscal Year 2022	P-61
Pension Benefits at Fiscal Year-End 2022	P-62
Retirement Plans	P-62
Nonqualified Deferred Compensation for Fiscal Year 2022	P-65
Potential Payments Upon Termination or Change in Control	P-66
Pay Ratio Disclosure	P-69
Risk Analysis of Compensation Policies and Practices	P-69
Pay versus Performance Disclosure	P-70
WEC Energy Group Common Stock Ownership	P-73
Annual Meeting Attendance and Voting Information	P-74
Business of the 2023 Annual Meeting of Stockholders	P-74
Voting Information	P-74
Access to Proxy Materials	P-76
Annual Meeting Attendance	P-76
Stockholder Nominees and Proposals	P-77
Availability of Form 10-K	P-78

	Item to be Voted on	Board’s recommendation	Page
Proposal 1	Election of 12 Directors, each for a one-year term expiring in 2024	FOR each nominee	P-12
Proposal 2	Ratification of Deloitte & Touche LLP as independent auditors for 2023	FOR	P-38
Proposal 3	Advisory vote to establish the frequency of “say-on-pay” vote	FOR every year	P-41
Proposal 4	Advisory vote to approve executive compensation of the named executive officers	FOR	P-42

1. Ave M. Bie	5. Cristina A. Garcia-Thomas	9. Scott J. Lauber

2. Curt S. Culver	6. Maria C. Green	10. Ulice Payne, Jr.

3. Danny L. Cunningham	7. Gale E. Klappa	11. Mary Ellen Stanek

4. William M. Farrow III	8. Thomas K. Lane	12. Glen E. Tellock

	•	All director nominees currently serve as directors on our Board. Other than Director Bie, who was appointed to our Board effective January 1, 2023, all nominees were elected by our stockholders at our 2022 Annual Meeting of Stockholders, each having received at least 92.91% of the votes cast.
	•	All director nominees are independent with the exception of Directors Klappa and Lauber, who are employees of the Company. Each nominee has consented to being nominated and to serve if elected. In the unlikely event that any nominee becomes unable to serve for any reason, the proxies will be voted for a substitute nominee selected by the Board upon the recommendation of the Corporate Governance Committee.
	•	This is an uncontested election; therefore, our majority vote standard for election of directors will apply. Under this standard, each director nominee will be elected only if the number of votes cast favoring such nominee’s election exceeds the number of votes cast opposing that nominee’s election, as long as a quorum is present. Therefore, presuming a quorum is present, shares not voted, whether by broker non-vote, abstention, or otherwise, have no effect on the election of directors. Proxies may not be voted for more than 12 persons in the election of directors.


	P-1


WEC Energy Group	P-2	2023 Proxy Statement


WEC Energy Group	P-3	2023 Proxy Statement


WEC Energy Group	P-4	2023 Proxy Statement

	2023 BOARD OF DIRECTORS — 12 NOMINEES
Gender diversity	Racial/Ethnic diversity	Average age	Average tenure	Independence

33%	33%	65 years	7.5 years	83%

	1.	Board succession planning. The Corporate Governance Committee facilitates the director recruitment and nomination process through the lens of the Board’s ongoing director succession planning process, as described above. The Corporate Governance Committee seeks to fulfill its duty to stockholders to consistently maintain a Board that is comprised of directors who each embody key attributes, and who, as a group, have the skills and experiences to effectively oversee management’s strategy for operating in a complex industry while performing their fiduciary obligations.

	2.	Identify candidates. Candidates for director nomination may be proposed in a number of ways, including by stockholders, the Corporate Governance Committee, and other members of the Board. The Corporate Governance Committee may retain a third party to identify qualified candidates. No such firm was engaged with respect to the nominees listed in this proxy statement.

		The Corporate Governance Committee will consider director candidates recommended by stockholders provided that the stockholders comply with the requirements and procedures set forth in our bylaws. Stockholders may also nominate or recommend director candidates by following the procedures outlined on P-77. No formal stockholder nominations or recommendations for director candidates were received in connection with the 2022 Annual Meeting of Stockholders.

		Director Bie was elected to the Board effective January 1, 2023. Director Bie was initially recommended for consideration by the Executive Chairman, following which the Corporate Governance Committee undertook the evaluation process described immediately below.

	3.	Evaluate candidate recommendations. The Committee follows an established process for evaluating all director candidates whether recommended by directors, stockholders or others. During this process, the Corporate Governance Committee reviews publicly available information regarding each identified candidate to assess whether that person should be considered further. The Corporate Governance Committee considers whether each individual embodies the key attributes listed above, as well as the person’s qualifications, experience, skills, outside affiliations, age, gender, race and ethnicity. The Committee will utilize third parties if and as needed to assist with these activities.

		As part of the evaluation process, the Corporate Governance Committee takes steps to ensure that the pool of director nominees contains the attributes, skills and experiences identified during Board succession planning discussions. If the Corporate Governance Committee determines that a candidate warrants further consideration, the Executive Chairman or another member of the Board of Directors contacts the prospective director.

		Generally, if a recommended candidate expresses a willingness to be considered and to serve on the Board, the Corporate Governance Committee will seek the Board’s concurrence in moving the candidate forward to the interview stage of the nomination process. Further, it will instruct management to solicit from the candidate information used to review the candidate’s independence as well as assess any potential conflicts of interest or reputational risk.

	4.	Meet with candidates. Candidates initially meet with the Executive Chairman, Independent Lead Director and other members of the Corporate Governance Committee. Upon agreement that a candidate has the attributes, skills and other identified factors the Board is seeking for its desired composition, all Board members are provided an opportunity to meet with the candidate and provide feedback to the Corporate Governance Committee.

	5.	Recommend candidate nomination. The Corporate Governance Committee will review feedback received from the meetings with the candidates and engage in constructive dialogue, following which it will make a recommendation regarding nomination for the Board’s discussion and final determination.

Board Oversight
Board Oversight

• Short- and long-term strategy and strategic initiatives • Risk management processes • Leadership succession planning • Code of Business Conduct		• Mergers and acquisitions • Sustainability matters, including climate and emissions reduction strategies • Regular reporting from Board committees on specific risk oversight responsibilities

Committees
Committees
Audit and Oversight	Compensation	Corporate Governance	Finance
• External Auditor Independence • Ethics and Compliance Program • Financial Reporting • Legal and Regulatory Risks and Compliance, including: • Data privacy and security, including cyber, physical and operating technology • Electric reliability standards • Environmental • Government relations, including political spending and lobbying • Litigation	• Compensation Practices and Programs • CEO Performance • Executive Succession Planning • Human Capital Management and Development	• Board Performance • Board Succession Planning • Director Independence • Governance Structure and Practices	• Capital Allocation • Capital Structure and Financings • Employee Retirement and Benefit Plan Assets • Insurance Management

Management Responsibilities

• Design and operate enterprise risk management program, including risk identification, assessment and prioritization • Conduct regular, executive-level committee review of key risk areas with updates to Board • Engage with Board and committee chairs on areas of assigned risk oversight


Who we engage Institutional and retail stockholders Industry thought leaders Sustainability-centered coalitions and activists Proxy advisory firms Environmental, social and governance rating firms	Who participates in engagement Members of the Board Senior management Employees from disciplines across the enterprise, including investor relations, legal, environmental, government affairs and corporate affairs	Year-round governance engagement process *Summer* Review results from Annual Meeting of Stockholders Seek feedback from stockholders on voting decisions Assess governance and executive compensation practices Provide Board with feedback and recommendations *Fall* Discuss executive compensation practices and environmental, social and governance topics with investors Consider enhancements to our practices and disclosures Share investor feedback and recommendations with Board *Winter* Continue discussions with investors on executive compensation practices and environmental, social and governance topics Board approves, as needed, changes or enhancements to practices and disclosures Develop disclosures for the proxy statement Publish Form 10-K *Spring* Publish Annual Report and Proxy Statement Hold Annual Meeting of Stockholders

How we engage Quarterly investor calls, conferences, presentations Ad hoc in-person and virtual meetings Participation in industry associations and forums Timely disclosures filed with the SEC and publication of other significant corporate reports on our website Process for stockholders to directly correspond with individual directors via the Corporate Secretary

Topics of engagement in 2022 Corporate strategy Financial and operational performance results Management succession planning Board composition and refreshment Executive compensation metrics and targets	Climate change and decarbonization Human capital management Diversity, equity and inclusion efforts Safety Priority sustainability issues Community engagement and charitable giving

	•	addresses our interactions with public officials, outlining expectations, requirements, restrictions and prohibitions;

	•	requires Compliance Officer review of any requests for corporate political contributions to confirm they comply with applicable election laws and regulations; and

	•	requires the Executive Vice President-External Affairs to submit a quarterly report to the Audit and Oversight Committee that addresses activities covered by the Government Relations Policy.

	•	is equitable based upon the work required of directors serving an entity of the Company’s size and scope, and
	•	ties the majority of director compensation to stockholder interests because the value of the equity awards fluctuates depending upon the Company’s stock price.

Compensation Element	2022 Non-Management Director Compensation Program
Annual Cash Retainer Fee	$110,000
Annual Independent Lead Director Retainer Fee	$30,000
Annual Equity Retainer	$150,000 in restricted stock, which vests one year from grant date
Annual Committee Chair Fees
• Audit and Oversight	$20,000 paid in $5,000 quarterly increments
• Compensation	$20,000 paid in $5,000 quarterly increments
• Corporate Governance	$15,000 paid in $3,750 quarterly increments
• Finance	$15,000 paid in $3,750 quarterly increments
Board and Committee Meeting Fees	None
Stock Ownership Guideline	Ownership of common stock or deferred stock units that have a value equal to five times the annual cash retainer for non-management directors to be satisfied within five years of joining the Board

Name	Fees Earned or Paid In Cash	(1) Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Name	($)	($)	($)	($)	($)	($)	($)
Curt S. Culver	125,000	150,000	—	—	—	20,608	295,608
Danny L. Cunningham	130,000	150,000	—	—	—	—	280,000
William M. Farrow III	155,000	150,000	—	—	—	—	305,000
Cristina A. Garcia-Thomas	110,000	150,000	—	—	—	—	260,000
Maria C. Green	110,000	150,000	—	—	—	—	260,000
Thomas K. Lane	110,000	150,000	—	—	—	—	260,000
Ulice Payne, Jr.	130,000	150,000	—	—	—	19,468	299,468
Mary Ellen Stanek	110,000	150,000	—	—	—	—	260,000
Glen E. Tellock	110,000	150,000	—	—	—	—	260,000

	2022		2021
Audit Fees ⁽¹⁾	$	5,599,442	$	5,867,477
Audit-Related Fees ⁽²⁾	575,410		—
Tax Fees ⁽³⁾	125,916		109,297
All Other Fees ⁽⁴⁾	3,790		5,560
Total	$	6,304,558	$	5,982,334

	•	offer a competitive, performance-based plan;
	•	enable the Company to attract and retain key individuals;
	•	reward achievement of the Company’s short-term and long-term goals; and
	•	align with the interests of the Company’s stockholders and customers.

	•	World-class reliability		•	Operating efficiency		•	Employee safety
	•	Financial discipline		•	Exceptional customer care		•	Environmental Stewardship

•	Achieved diluted earnings per share of $4.45.*

•	Each of our regulated utility subsidiaries achieved its financial goals.

•	Returned approximately $918 million to WEC Energy Group stockholders through dividends.

•	Ended 2022 with the most diverse leadership team in Company history.*

•	Ranked number one in the nation for customer satisfaction in an independent survey of large commercial and industrial energy users.

•	Achieved best safety record since the acquisition of Integrys Energy Group based on DART-recordable injuries and lost-time injuries.*

•	Completed first of its kind hydrogen blending project with EPRI at one of our reciprocal internal combustion engines in the Upper Peninsula of Michigan.

•	Committed more than $20 million in community support through charitable contributions across our system.

•	Executed four new renewable gas contracts to help us achieve our net zero methane emission goal.

What We Do

• Our compensation program focuses on key Company results (financial, safety, customer satisfaction, diversity) that are aligned with our strategic goals. • A substantial portion of compensation is at risk and tied to Company performance. • The compensation program has a long-term orientation aligned with stockholder interests. • We include environmental, social and governance metrics in our compensation program. • The Compensation Committee retains an independent compensation consultant to help design the Company’s compensation program and determine competitive levels of pay. • The Compensation Committee’s independent compensation consultant reviews competitive employment market data from two general industry surveys and a comparison group of companies similar to WEC Energy Group.	• We have a clawback policy that provides for the recoupment of incentive-based compensation. • Annual incentive-based compensation contains multiple, pre-established performance metrics aligned with stockholder and customer interests. • The 2022 Performance Unit Plan award payouts (including dividend equivalents) are based on stockholder return as compared to an appropriate peer group and Additional Performance Measure(s), selected by the Compensation Committee. Starting in 2023, award payouts will be based on one or more performance measures selected by the Compensation Committee at the time of the award. • The Performance Unit Plan and the Omnibus Stock Incentive Plan require a separation from service following a change in control for award vesting to occur.	• Equity award and other benefit plan obligations are satisfied through open-market purchases of WEC Energy Group common stock. • Meaningful stock ownership levels are required for senior executives. • Ongoing engagement with investors takes place to ensure that compensation practices are responsive to stockholder interests. • We prohibit hedging and pledging of WEC Energy Group common stock. • We prohibit entry into any new arrangements that obligate the Company to pay directly or reimburse individual tax liability for benefits provided by the Company. • We prohibit repricing of stock options without stockholder approval.

	•	Diversified, technically sophisticated utility operations (e.g., multiple utilities, electric utilities); and

	•	Minimal non-regulated business.

• Alliant Energy Corporation	• Consolidated Edison, Inc.	• Evergy, Inc.	• PPL Corp.
• Ameren Corporation	• Dominion Energy, Inc.	• Eversource Energy	• Pinnacle West Capital Corp.
• American Electric Power Company	• DTE Energy Co.	• FirstEnergy Corp.	• The Southern Company
• CMS Energy Corporation	• Edison International	• NiSource Inc.	• Xcel Energy Inc.
• CenterPoint Energy	• Entergy Inc.	• PG&E Corporation

Executive Officer	Target STPP Award as a Percentage of Base Salary
Ms. Liu	80%
Mr. Klappa	135%
Ms. Kelsey	75%
Mr. Garvin	65%

Earnings Per Share Performance Goal	Earnings Per Share CAGR	Payout Level
$4.25	6.0%	25%
$4.26	6.2%	50%
$4.29	7.0%	100%
$4.30	7.2%	135%
$4.33	8.0%	200%

Cash Flow	Payout Level
$1,775	25%
$1,825	50%
$1,875	100%
$1,925	135%
$2,000	200%