NorthWestern Energy Group (NWE) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on April 30, 2025, with shareholders able to vote on key proposals including director elections, auditor ratification, and executive compensation.

• The company emphasizes a commitment to reliability, affordability, and sustainability, with a focus on safe, innovative energy solutions and value creation for stakeholders.

• 2024 saw operational achievements such as rate reviews, increased generation capacity, and progress on wildfire mitigation, contributing to above-target annual incentive outcomes.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) ratification of Deloitte & Touche LLP as independent auditor for 2025, and (3) advisory approval of named executive officer compensation (say-on-pay).

• The board recommends voting FOR all proposals.

• Shareholder approval of executive pay in 2024 was 98.9%, reflecting strong support for the pay program.

Board of directors and corporate governance

• The board consists of nine members, eight of whom are independent; the board chair is independent.

• The board is diverse in gender, ethnicity, age, and professional background, with four women and two ethnic minorities among nominees.

• Four standing committees (Audit, Compensation, Governance, Operations) are composed entirely of independent directors.

• Directors are elected annually, and a majority plus resignation policy is in place for uncontested elections.

• Robust stock ownership guidelines require directors to hold at least six times their annual cash retainer in stock.