NorthWestern Energy Group (NWE) Proxy filing summary

Executive summary

• Announced a transformational merger of equals with Black Hills Corporation, expected to close in 2026, creating a larger, more diversified utility with a combined market capitalization of $9.8 billion and enterprise value of $18 billion, serving 2.1 million customers across eight states.

• Achieved key infrastructure milestones, including the acquisition of Energy West's natural gas system and majority ownership of Colstrip Units 3 and 4, enhancing reliability and growth potential.

• Operational reliability remained strong at 99.985% in 2025, with customer satisfaction exceeding targets and constructive regulatory progress in multiple states.

Voting matters and shareholder proposals

• Shareholders are asked to vote on three proposals: election of nine directors, ratification of Deloitte & Touche LLP as independent auditor for 2026, and an advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals; prior say-on-pay votes have received strong shareholder support (98.3% approval in 2025).

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; led by an independent chair.

• Board diversity includes gender, ethnic, age, and tenure representation; directors bring a broad range of skills in finance, operations, technology, and risk management.

• Four fully independent committees: Audit, Compensation, Governance, and Operations, each with a separate chair.

• Annual board and committee self-evaluations, robust stock ownership guidelines, and a majority-plus-resignation vote policy for directors.