Sector: Utilities
NORTHWEST NATURAL HOLDING COMPANY · Meeting: May 28, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Three Class III Directors for Terms Expiring in 2029
NWN's 3-year total return of +30.8% is strong positive, and NWN outperforms the peer group median 3-year return of +22.3% by +8.5 percentage points — well below the 50-point underperformance threshold required to trigger a vote against; no overboarding, attendance, or independence concerns identified.
Mr. Bragdon joined the board in July 2025, less than 24 months before the meeting, so he is exempt from the TSR performance trigger under policy; he brings relevant legal, governance, and executive leadership experience from Columbia Sportswear and no other disqualifying flags apply.
NWN's 3-year total return of +30.8% outperforms the disclosed peer group median of +22.3% by +8.5 percentage points, far below the 50-point underperformance threshold needed to trigger a vote against; Mr. Partain has deep utility industry and finance expertise and no independence or attendance concerns are present.
All three Class III nominees — Anderson, Bragdon, and Partain — receive a FOR vote. NWN's strong positive 3-year total return of +30.8% exceeds the peer group median of +22.3% by +8.5 percentage points, so the TSR underperformance trigger does not fire for any director. Bragdon is additionally exempt as a director with less than 24 months of tenure. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
CEO
Justin B. Palfreyman
Total Comp
$3,695,467
Prior Support
96%%
The CEO's total reported compensation of $3,695,467 compares favorably against the company's own disclosed market data showing a peer median of $3,715,000 for the role — the company itself set target compensation approximately 11% below the market median, placing pay well within the policy's +20% CEO threshold. Pay mix is strong: 74% of the CEO's target direct compensation is variable and at-risk (annual incentive plus long-term equity awards), comfortably exceeding the 50-60% policy minimum. The prior year Say on Pay vote received 96% support, signaling broad shareholder satisfaction, and the company maintains a meaningful clawback policy covering all named executive officers.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,534,600
Non-Audit Fees
$209,725
Non-audit fees (audit-related fees of $28,225 plus tax fees of $29,500 plus all other fees of $152,000 = $209,725) represent approximately 8.3% of audit fees ($2,534,600), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a $2.2 billion company; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy; no material restatements were identified.
Meeting held May 28, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Peter J. Bragdon | 98.8% | 31.7M | 398,814 | ✓ Elected |
| David H. Anderson | 97.7% | 31.3M | 735,755 | ✓ Elected |
| Nathan I. Partain | 97.0% | 31.1M | 976,895 | ✓ Elected |
Broker non-votes: 4.8M
Say on Pay
For 31.0M · Against 911,720 · Abstain 200,640
Auditor Ratification
For 35.7M · Against 1.1M · Abstain 112,887
The 2026 NWN annual meeting ballot contains three proposals: election of three Class III directors, ratification of PricewaterhouseCoopers as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR vote — the director TSR trigger does not apply given NWN's outperformance of its peer group over three years, auditor fees are well within independence norms, and CEO pay is set below the market median with a strong performance-based pay structure. No stockholder proposals appear on this ballot.
18 companies disclosed in 2026 proxy filing
