ALLETE (ALE) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 13, 2025, with shareholders voting on director elections, executive compensation, a new long-term incentive plan, amendments to preferred stock terms, and auditor ratification.

• The meeting follows a previously approved merger, with no further merger-related action expected at this meeting.

• Shareholders of record as of March 14, 2025, are eligible to vote, with multiple proxy voting methods available.

Voting matters and shareholder proposals

• Proposals include electing ten directors, an advisory vote on executive compensation, approval of a new executive long-term incentive plan, amending articles for Serial Preferred Stock A, and ratifying PricewaterhouseCoopers as auditor.

• The Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting are subject to deadlines and may not occur if the merger closes.

Board of directors and corporate governance

• The Board consists of ten nominees with diverse backgrounds in leadership, finance, energy, and governance.

• 50% of directors self-identify as women; 20% as Black or African American.

• All directors except the CEO are independent; committees are fully independent.

• Board committees include Audit, Executive Compensation and Human Capital (ECHC), and Corporate Governance and Nominating (CG), each with defined oversight roles.

• Directors are expected to meet stock ownership guidelines and attend all meetings.