WEC ENERGY GROUP INC (WEC)
Sector: Utilities
2026 Annual Meeting Analysis
WEC ENERGY GROUP INC · Meeting: May 7, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Directors – Terms Expiring in 2027
Independent director with strong utility executive experience; joined in 2025 so is exempt from the TSR trigger under the 24-month new-director rule; no overboarding, attendance, or independence concerns.
Independent director with deep utility regulatory expertise; no TSR trigger (WEC's 3-year return of +38.8% is strong positive and the gap to XLU of -12.3pp is well below the 65pp threshold); no attendance or overboarding concerns.
Independent director with 30+ years of audit expertise serving as Audit Committee Chair; no TSR trigger applies; no attendance, overboarding, or independence concerns.
Independent director serving as Corporate Governance Committee Chair with broad financial and technology leadership experience; no TSR trigger applies; holds two public board seats (WEC and CBOE), which is within policy limits.
Independent director with community relations and human capital management experience; no TSR trigger applies; no attendance, overboarding, or independence concerns.
Independent director with senior legal, risk, and corporate governance experience; holds two other public board seats (Tennant and Littelfuse), within policy limits; no TSR trigger applies.
Independent Lead Director with 30+ years of energy sector financial expertise; no public company board seats outside WEC; no TSR trigger applies.
Independent director with 28 years of utility investment banking experience; joined in 2025 so is exempt from the TSR trigger under the 24-month new-director rule; no overboarding or attendance concerns.
CEO and non-independent director with 35+ years at WEC; the TSR trigger does not apply because WEC's 3-year return of +38.8% is strong positive and the underperformance gap to XLU of -12.3pp is far below the 65pp threshold required to trigger a vote against; no overboarding concerns (no outside board seats).
Independent director serving as Compensation Committee Chair with senior leadership and governance experience; holds two other public board seats (Manpower Group; Foot Locker term ended September 2025), currently within policy limits; no TSR trigger applies.
Independent director serving as Finance Committee Chair with 40+ years of fixed income investment management expertise; no TSR trigger applies; the Baird relationship was reviewed and the board concluded it does not impair independence.
Independent director with CEO and CPA background serving on the Audit Committee; holds two other public board seats (Badger Meter and Nicolet Bankshares), within policy limits; no TSR trigger applies.
All 12 director nominees receive a FOR vote. WEC's 3-year stock return of +38.8% is solidly positive, and the gap to the XLU utility ETF benchmark of -12.3 percentage points is far below the 65-percentage-point threshold needed to trigger a vote against any director. Two directors (Baxter and Lange) joined in 2025 and are automatically exempt from the TSR trigger under the 24-month new-director rule. The board is 11 of 12 independent, has an active skills matrix, maintains a strong attendance record (average above 98%), and has no overboarding violations.
Say on Pay
✓ FORCEO
Scott J. Lauber
Total Comp
$12,188,492
Prior Support
93.2%%
CEO total compensation of approximately $12.2 million is reasonable for a $38 billion large-cap regulated utility with a CEO who has 35+ years of company experience and delivered solid earnings growth, a 22nd consecutive dividend increase, and strong operational results in 2025. The proxy discloses that 89% of Mr. Lauber's pay is variable and tied to performance — well above the 50-60% threshold the policy looks for — with metrics including earnings per share, cash flow, and relative total shareholder return, all of which are long-term and operationally grounded rather than easily manipulated short-term targets. Prior-year say-on-pay support was 93.2%, far above the 70% threshold, and the company engaged with shareholders representing approximately 50% of shares outstanding, so no engagement concern is triggered.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
24 yrs
Audit Fees
$8,077,682
Non-Audit Fees
$676,047
Non-audit fees (audit-related fees of $523,547 + tax fees of $148,710 + other fees of $3,790 = $676,047) represent approximately 8.4% of core audit fees of $8,077,682, well below the 50% threshold that would raise independence concerns. Deloitte's tenure of 24 years is below the 25-year threshold that would trigger a no vote, and the proxy discloses active lead partner rotation with a new lead partner beginning in 2026. Deloitte is a Big 4 firm fully appropriate for a $38 billion market cap utility. No material financial restatements are disclosed.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Amendments to our Restated Articles of Incorporation to Eliminate Supermajority Voting Requirements
This is a board-initiated charter amendment that would replace the current 80%-of-all-outstanding-shares requirement for amending key charter provisions with a simple majority-of-votes-cast standard, which is a clear improvement for shareholders because it makes it easier for ordinary shareholders to have their voices heard on governance changes. Shareholders have repeatedly signaled support for this change — a non-binding version passed in 2024 and a binding version received approximately 77% support in 2025, falling just short of the high bar required to pass. Eliminating supermajority voting requirements is a mainstream governance improvement that reduces entrenchment and aligns shareholder rights with evolving best practices.
Proposal 5
Amendments to our Bylaws to Eliminate Supermajority Voting Requirements
This companion proposal to Proposal 4 would eliminate the requirement for an 80%-of-all-outstanding-shares vote to amend key bylaw provisions, and would also allow directors to be removed with or without cause by a simple majority of votes cast rather than requiring 80% for without-cause removals. Lowering the bar for removing directors without cause is a pro-shareholder change that increases board accountability. As with Proposal 4, this represents a straightforward governance improvement that shareholders have previously supported in large numbers.
Proposal 6
Stockholder Proposal to Govern by Majority Vote
John Chevedden is a well-recognized individual governance activist whose proposals are generally taken seriously, and the underlying goal — eliminating supermajority voting requirements — is one we support, which is why we vote FOR Proposals 4 and 5. However, this specific proposal goes beyond that core goal by requesting an adjournment mechanism and other procedural steps that add complexity and expense without adding shareholder value, particularly given that the board has already submitted its own binding proposals on the same topic. Because the board's proposals directly and fully address the shareholders' expressed desire for simple majority voting, voting FOR this additional proposal would be duplicative and would not benefit shareholders; the right place to express support for majority voting is Proposals 4 and 5.
Overall Assessment
WEC Energy Group's 2026 annual meeting ballot is straightforward and largely pro-shareholder: the director slate earns unanimous FOR votes given solid stock performance and strong governance practices, Deloitte's ratification is uncontested on fees and tenure, and the CEO's pay program is well-structured with 89% variable compensation and 93% prior-year support. The most significant governance items are Proposals 4 and 5 — board-initiated charter and bylaw amendments to eliminate supermajority voting requirements — which both earn FOR votes as mainstream improvements that shareholders have previously supported; the parallel Chevedden Proposal 6 covering the same ground earns an AGAINST vote because it is made redundant by the board's own binding proposals.