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) September 26, 2023

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.

(b) and (e)

Effective October 1, 2023, Amanda Rome was promoted to Executive Vice President and Group President, Utilities and Chief Customer Officer at Xcel Energy Inc. (“Xcel Energy”) and ceased serving as Executive Vice President, Chief Legal and Compliance Officer. Ryan Long, Xcel Energy’s Vice President, Deputy General Counsel, is serving as interim general counsel. As a result of Ms. Rome’s promotion to Executive Vice President and Group President, Utilities and Chief Customer Officer, the Governance, Compensation and Nominating Committee of the Board of Directors of Xcel Energy increased Ms. Rome’s annual base salary to $675,000, effective October 1, 2023. In addition, on October 1, 2023, Ms. Rome was granted an incremental long-term incentive award for the 2023-2025 performance period with a target grant date fair value equal to $100,000. The performance metrics and terms of the award will be the same as the comparable awards granted to executive officers for this performance cycle. In connection with the foregoing, effective October 1, 2023, Brett Carter exited the role of Executive Vice President and Group President, Utilities and Chief Customer Officer to pursue other opportunities and is providing transition services at Xcel Energy through the end of year. A copy of the press release announcing these leadership changes is filed as Exhibit 99.01 hereto.

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 announces leadership changes

MINNEAPOLIS (October 2, 2023) — Xcel Energy announced today several changes to its executive leadership team. Brett Carter, executive vice president, group president of Utilities and chief customer officer, is leaving the company to pursue other opportunities. Current executive vice president, chief legal and compliance officer Amanda Rome has been named to this role, effective immediately. The company’s four operating company presidents and customer organization leaders will report to Rome.

Ryan Long, vice president and deputy general counsel, will step in as general counsel and oversee the legal and corporate compliance group on an interim basis.

“Xcel Energy has extraordinary opportunities in the next decade to lead the clean energy transition, and I’m excited by the team we have assembled to deliver on our business and customer strategy,” said Bob Frenzel, Xcel Energy’s chairman, president and CEO. “Our workers are committed to providing reliable, safe energy service while keeping bills low for customers as we achieve our ambitious clean energy goals.”

Carter will remain available for Xcel Energy’s leadership transition through the end of the year.

Rome joined Xcel Energy in 2015 and was promoted to general counsel in 2020 and chief legal and compliance officer in 2021. She previously worked as a litigator at Faegre Baker Daniels in Minneapolis and Winston & Strawn in Chicago. Rome serves on several boards, including Energy Insurance Mutual and the University of Idaho Energy Executive Course.

In his role as deputy general counsel, Long managed Xcel Energy’s legal teams responsible for federal and state regulatory, environmental and real estate matters. Before joining the company in 2015, he worked as a litigator for Faegre Baker Daniels in Minneapolis and Cravath, Swaine & Moore in New York City. Long currently serves on the board of directors for Project for Pride in Living, a Minneapolis-based nonprofit.

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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 X, formerly known as Twitter, and Facebook.