Black Hills (BKH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2025, to be held virtually; shareholders of record as of March 4, 2025, are eligible to vote.

• Key proposals include election of four directors, ratification of Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation.

• Company delivered $3.91 EPS in 2024, above midpoint of guidance, and continued a 54-year streak of dividend growth.

• Major 2024 accomplishments: $800M in capital projects, regulatory approvals for renewables, and partnership with Meta for a new data center.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three Class I and one Class II director, (2) ratification of Deloitte & Touche LLP as independent auditor for 2025, (3) advisory approval of executive compensation, and (4) any other business.

• Cumulative voting is permitted for director elections; majority of votes required for other proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 14, 2025.

Board of directors and corporate governance

• Four director nominees: two incumbents (McAllister, Otto) and two new (Beard, Waleski) identified by a third-party search firm.

• Board size set at ten; minimum of nine required by bylaws.

• Board committees: Audit, Leadership Development & Compensation, and Governance, all with 100% independent membership.

• Board leadership is separated, with an independent Chairman.

• Board and committee meetings had high attendance; all directors attended the 2024 annual meeting.

• Board diversity in skills, gender, and experience is emphasized.