Northwest Natural Company (NWN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 22, 2025, with shareholders voting on four key proposals, including director elections, an amendment to the Long Term Incentive Plan, an advisory vote on executive compensation, and ratification of the external auditor.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Shareholders of record as of April 3, 2025, are eligible to vote, with multiple voting methods available.

Voting matters and shareholder proposals

• Proposal 1: Election of four Class II directors for three-year terms and one Class I director for a two-year term.

• Proposal 2: Amendment and reapproval of the Long Term Incentive Plan, increasing authorized shares and updating plan terms.

• Proposal 3: Advisory vote on executive compensation, with a strong pay-for-performance alignment.

• Proposal 4: Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Shareholder proposals for the 2026 meeting must be submitted by December 11, 2025.

Board of directors and corporate governance

• The Board consists of 13 directors, with a majority deemed independent and a focus on diversity in skills, background, and experience.

• Board leadership is separated between Chair and CEO, with regular executive sessions for independent directors.

• Five standing committees oversee key areas: Audit, Finance, Governance, Organization and Executive Compensation (OECC), and Public Affairs and Environmental Policy.

• Recent board refreshment has added five new independent directors in the last five years.