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) June 22, 2022

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 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Election of New Director

On June 22, 2022, the Board of Directors (the “Board”) of Xcel Energy Inc. (“Xcel Energy”) elected Megan D. Burkhart, 50, to serve on the Board effective June 22, 2022, for a term expiring at the Xcel Energy 2023 Annual Meeting of Shareholders. Ms. Burkhart was also appointed to serve on the Board’s Audit Committee and Governance, Compensation and Nominating Committee. The Board determined that Ms. Burkhart is independent and meets the applicable director independence requirements of the Nasdaq Stock Market LLC and Xcel Energy’s director independence standards, as adopted by the Board. In connection with the election of Ms. Burkhart, the Board increased the number of Xcel Energy directors from 11 to 12 pursuant to Xcel Energy’s Bylaws.

Ms. Burkhart has served as Executive Vice President, Chief Human Resources Officer for Comerica Incorporated since 2010. As Executive Vice President and Chief Human Resources Officer, Burkhart leads the division that includes Diversity & Inclusion, HR Operations, Technology & Risk, HR Consulting, Learning, Talent and Organizational Change Management, Talent Acquisition and Total Rewards. She is a member of Comerica's Management Executive Committee. Ms. Burkhart joined Comerica in 1997. Prior to her current role, Ms. Burkhart served as Senior Vice President and Director of Compensation from 2007 to 2010. Ms. Burkhart earned a bachelor's degree from Miami University in Oxford, Ohio.

Ms. Burkhart will receive compensation for her Board service consistent with the compensation received by Xcel Energy’s other non-employee directors as disclosed in the Summary of Non-Employee Director Compensation, effective as of October 1, 2021, on file with the Securities and Exchange Commission as Exhibit 10.01 to Xcel Energy’s Form 10-Q for the quarter ended September 30, 2021, which is incorporated herein by reference. Ms. Burkhart’s compensation will be prorated from the commencement of her service on the Board to the date of the 2023 Annual Meeting of Shareholders. Except for the foregoing compensation arrangement, there is no arrangement or understanding between Ms. Burkhart and any other person pursuant to which Ms. Burkhart was elected as a director. There are no related person transactions involving Ms. Burkhart that are reportable under Item 404(a) of Regulation S-K, and Ms. Burkhart does not have any familial relationship with any director or other executive officer of Xcel Energy.

A copy of the press release announcing Ms. Burkhart’s election is attached hereto as Exhibit 99.01.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

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.

Document

Exhibit 99.01

Xcel Energy Elects New Board Member

MINNEAPOLIS--(BUSINESS WIRE) Xcel Energy Inc. (NASDAQ: XEL) today announced that Megan Burkhart has been elected to the company’s board of directors effective immediately.

Burkhart is an accomplished executive with decades of experience in human resources (HR), compensation, culture, and diversity, equity and inclusion (DE&I). She currently serves as executive vice president, chief human resources officer at Comerica Incorporated, a major financial services company headquartered in Dallas, Texas. She is responsible for leading the bank’s people strategy and organization for the $94 billion company. Prior to her current role, Burkhart served as senior vice president and director of compensation. She joined Comerica in 1997.

“Megan is an outstanding leader and we’re pleased to have her join our board,” said Bob Frenzel, chairman, president and CEO of Xcel Energy. “Megan’s extensive HR experience in a heavily regulated industry will contribute to our continued Board excellence in oversight around the rapidly evolving world of people, executive compensation, DEI and environmental social governance (ESG).”

At Comerica, Burkhart led the company’s redesign of all executive compensation programs to drive financial performance, align with shareholder interests and ensure market competitive compensation. She also accelerated the company’s DE&I efforts through recruitment, established an executive diversity council as well as a new diversity scorecard to drive leadership accountability. Comerica’s DE&I programs are regularly recognized by external organizations including: 11 years listed on the DiversityInc Top Regional Companies, most recently named a Top Noteworthy Company for Diversity and a perfect score of 100 for the 8th consecutive year on Human Rights Campaign Foundation’s Corporate Equality Index.

Burkhart currently serves on the boards of Genesis Women’s Shelter, the Girl Scouts of North Texas, and Austin Street Center. She earned a bachelor's degree from Miami University in Oxford, Ohio.

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About Xcel Energy

Xcel Energy (NASDAQ: XEL) provides the energy that powers millions of homes and businesses across eight Western and Midwestern states. Headquartered in Minneapolis, the company is an industry leader in responsibly reducing carbon emissions and producing and delivering clean energy solutions from a variety of renewable sources at competitive prices. For more information, visit xcelenergy.com or follow us on Twitter and Facebook.