Sector: Utilities
MGE ENERGY INC · Meeting: May 19, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2018 with no overboarding, strong attendance (>90%), and the 3-year TSR gap of -23.9pp versus the peer group median does not meet the 35pp trigger threshold required for a low-positive absolute TSR company.
Director since 2008 with no overboarding, strong attendance (>90%), and the 3-year TSR gap of -23.9pp versus the peer group median does not meet the 35pp trigger threshold required for a low-positive absolute TSR company.
Director since March 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; no other negative flags identified.
All three Class I nominees pass the policy screens: the company's 3-year price return of +8.9% is in the low-positive band, which requires a peer underperformance gap of at least 35 percentage points to trigger a vote against — the actual gap of -23.9pp falls short of that threshold. Ms. Rieger is also independently exempt as a director who joined within the past 24 months. No overboarding, independence, attendance, or familial-relationship concerns were identified for any nominee.
CEO
Jeffrey M. Keebler
Total Comp
$3,613,508
Prior Support
95%%
The CEO received $3,613,508 in total reported compensation for 2025, which is reasonable for a utility CEO at a ~$2.9B market-cap company. The pay program is well-structured: roughly 56% of the CEO's pay is variable (short-term cash incentive plus long-term equity awards split equally between performance stock awards and time-based stock awards), exceeding the 50-60% variable-pay threshold, and both the short- and long-term incentive plans use meaningful, measurable performance conditions including earnings per share, return on equity, customer satisfaction, service reliability, and relative total shareholder return. Shareholders gave the program 95% support last year, and no pay-for-performance misalignment, clawback deficiency, or excessive fixed-pay concerns were identified.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,373,000
Non-Audit Fees
$194,000
Non-audit fees (audit-related fees of $80,000 plus tax fees of $114,000 = $194,000) represent about 14% of audit fees ($1,373,000), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a $2.9B market-cap utility; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material financial restatements were identified.
The 2026 MGE Energy annual meeting presents three standard proposals — director elections, auditor ratification, and advisory say-on-pay — all of which pass the applicable policy screens and receive a FOR vote determination. No stockholder proposals appear on the ballot, and no significant governance red flags were identified across the director slate, auditor relationship, or executive compensation program.
10 companies disclosed in 2026 proxy filing
