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Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:


(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

(1) Title of each class of securities to which transaction applies:
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¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(2) Form, Schedule or Registration Statement No.:

Ben Fowke

Chairman of the Board, President and

Chief Executive Officer

April 4, 2016

Dear Fellow Shareholders:

Xcel Energy would like to welcome you to Eau Claire, Wisconsin for our 2016 Annual Shareholders Meeting. Conducting our annual meeting in key cities across our service territory gives us the opportunity to connect with shareholders we might not otherwise meet, showcase our operations, and celebrate our connection to the customers and communities we serve. I look forward to coming to Eau Claire.

We had an outstanding 2015. I plan to share some highlights from the year, including:

Meeting or exceeding our annual ongoing earnings guidance for the eleventh consecutive year
Increasing our dividend for the twelfth consecutive year
Exceeding the total shareholder return of our industry peer group
Continuing to lead the way with cleaner energy solutions as the number one utility wind provider
Exceeding our goals for employee and public safety as well as customer engagement

I also look forward to sharing the opportunities in front of us as we continue to make strategic investments that will serve our customers and our shareholders well into the future.

We will conduct the formal business of the meeting and answer your questions. Details for meeting attendance are included in this proxy statement. You can also listen to the meeting via webcast at

Also enclosed are details for how and when to vote and other important information. Your vote is very important, so please cast it promptly.

Thank you for your confidence in us. I hope to see you in Wisconsin.


Ben Fowke

Chairman, President and Chief Executive Officer

Richard Davis

April 4, 2016

Dear Fellow Shareholders:

On behalf of Xcel Energys Board of Directors, I welcome you to the 2016 Annual Shareholders Meeting. Your Board is committed to attaining the highest standards of governance and independent oversight to achieve the best results for you.

Xcel Energy employs sound governance practices to ensure we achieve the benefits of both strong, independent oversight and vast experience and expertise in our complex and changing industry. Our governance structure and practices enable balanced Board operations, independent thought, and appropriate levels of Board involvement and oversight.

During 2015 we elected a new board member, James T. Prokopanko, retired President and CEO of The Mosaic Company, to the Board. Mr. Prokopankos experience and expertise is well-suited for this Board and complements that of our members.

This year we further enhanced shareholder rights by adopting proxy access. We are committed not only to delivering outstanding results, but also representing your interests. These and other practices are detailed in the proxy statement, which I encourage you to review as you cast your vote.

As Lead Independent Director, I am focused on the important obligations that our Board owes to you, our shareholders. These responsibilities include (among other duties) approving the agenda for our board meetings, working with the Chairman to provide the directors information needed to effectively govern, and acting as a regular communications channel between our independent directors and our chief executive officer.

It has been my privilege to serve as Xcel Energys Lead Independent Director for the past four years and I look forward to continuing my service to the Company. Know that your Board remains focused on solid governance and performance that delivers value to you, today and long into the future.

On behalf of the Board, thank you for investing in Xcel Energy. We look forward to another great year.


Richard Davis

Lead Independent Director


Notice of Annual Meeting of Shareholders of Xcel Energy Inc.


Proxy Summary and Company Highlights


Proposal No. 1 Election of Directors




Director Qualifications and Experience


Director Tenure


New Director Nominee


Shareholder Recommendation of Directors


Proxy Access


Corporate Governance


Leadership Structure and Roles




Risk Oversight




Communications with the Board


Director Compensation


Annual Equity Grant


Director Compensation Table


Director Stock Ownership Guidelines


Stock Equivalent Program


Beneficial Ownership of Certain Shareholders


Share Ownership of Directors and Officers


Largest Owners of Xcel Energys Shares


Proposal No. 2 Advisory Vote on Compensation


Recommendation and Background


Compensation Discussion and Analysis


Report of the Compensation Committee


Tables Related to Executive Compensation

Proposal No. 3 Ratification of the Appointment Deloitte & Touche LLP as Xcel Energy Inc.s Independent Registered Public Accounting Firm for 2016 49

Report of the Audit Committee


Independent Registered Public Accounting Firm


Proposal No. 4 Shareholder Proposal on the Separation of the Role of Chairman and Chief Executive Officer


Shareholder Proposal


Recommendation and Background


Additional Information


Related-Person Transactions


Section 16(a) Beneficial Ownership Reporting Compliance


Questions and Answers about the Proxy Materials and the Annual Meeting


Exhibit A


Forward-Looking Statements

The statements contained in this proxy statement about our future performance, including, without limitation, future financial and operational results, strategies, prospects, consequences and all other statements that are not purely historical, are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Although we believe that our expectations are based on information currently available and on reasonable assumptions, we can give no assurance they will be achieved. There are a number of risks and uncertainties that could cause actual results to differ materially from any forward-looking statements made herein. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K and subsequent reports on Form 8-K filed with the Securities and Exchange Commission (SEC), and available on our website: These reports address in further detail our business, industry issues and other factors that could cause actual results to differ materially from those indicated in this proxy statement. In addition, any forward-looking statements included herein represent our estimates only as of the date hereof and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even if our internal estimates change, unless otherwise required by applicable securities laws.

Xcel Energy Inc.

414 Nicollet Mall

Minneapolis, MN 55401




Time: Place:

May 18, 2016

11:00 a.m.

The Florian Gardens

2340 Lorch Ave.

Eau Claire, Wisconsin


Election of 11 directors named in the proxy statement
Approval of executive compensation in an advisory vote
Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2016
Consideration of a shareholder proposal on the separation of the roles of the Chairman and Chief Executive Officer, if properly presented at the annual meeting
Transaction of other business that may properly come before the meeting

Record date: You can vote if you were a shareholder of record on March 22, 2016.

If you are attending the meeting, you will be asked to present photo identification (such as a drivers license) and verification that you are a shareholder, as described in this proxy statement.

Notice of Internet Availability of Proxy Materials or this proxy statement and proxy card are being distributed on or about April 4, 2016.

Thank you for investing in Xcel Energy.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 18, 2016. Our 2016 proxy statement and Annual Report are available free of charge at



Annual Meeting of Shareholders:

Date and Time:

May 18, 2016, 11:00 a.m.


The Florian Gardens, 2340 Lorch Ave., Eau Claire, Wisconsin

Record Date:

March 22, 2016


You are entitled to vote, in person or by proxy, if you were a shareholder at the close of business on the record date.

Admission to Annual


If you wish to attend the annual meeting and are a shareholder as of the record date, you must reserve an admission ticket. Please refer to the Questions and Answers Section under How do I Reserve an Admission Ticket to Attend the Annual Meeting? on page 59.

Voting Matters and Board Recommendations:

Board Vote

Page Reference

(for more



Election of Directors


each nominee

Page 1

Candidates provide the needed experience and expertise to govern the Company and ensure strong independent oversight.


Approval of Executive Compensation in an Advisory Vote


Page 21

Xcel Energys executive compensation plan is market-based, performance-driven, and aligned with shareholder interests.


Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for 2016


Page 49

All independence standards have been met and sound practices are employed to ensure strong, independent financial governance.


Shareholder Proposal on the Separation of the Roles of Chairman and Chief Executive Officer


Page 52

Xcel Energy shareholders are best served by the current governance structure, which combines strong, independent governance with robust industry experience and insight.

You are receiving these proxy materials in connection with the solicitation by the Board of Directors (Board) of Xcel Energy Inc. (referred to in this proxy statement as Xcel Energy, the Company, we, us, and our) of proxies to be voted at Xcel Energys 2016 Annual Meeting of Shareholders. Please vote on the proposals described in this proxy statement.



A Proven Track Record Financial Performance

Earning the trust and confidence of our shareholders is a top priority for us, requiring solid and consistent financial performance. Xcel Energy delivers those results 2015 again saw solid ongoing earnings growth, strong dividend growth and total shareholder returns better than our 22-company peer group performance. In fact, 2015 marks the 11th consecutive year of meeting or exceeding our ongoing earnings guidance. This track record positions us well for the future, and earned us recognition as one of Forbes 100 Most Trustworthy Companies in America.

Delivering Expected Results

(1) Ongoing EPS is a non-GAAP number and is defined in Exhibit A, which reconciles this amount to GAAP EPS for each period.



A Proven Track Record Operational Performance

The utility landscape is changing, and we must continue to thoughtfully anticipate and address the future needs of our stakeholders, including our customers, policymakers, employees and shareholders. Execution of long-term business objectives, while maintaining focus on day-to-day operational performance, enables continued, consistent delivery of expected results over time. Outstanding financial results were enabled by outstanding operational results in 2015.

Achieved outstanding performance in employee safety by reducing the number and severity of injuries for the eighth consecutive year; strong safety results are an early indicator of an engaged and productive workforce

Energized 16 new substations, upgraded 27 substations and placed 700 miles of new transmission lines into service

Received the Edison Electric Institutes Emergency Response Award for outstanding recovery from a July storm in Minnesota that impacted 250,000 customers

Targeting 40% of carbon-free generation by 2020, with wind projected to exceed 20% of the overall portfolio

Proposed a plan in Minnesota that will reduce carbon by 60% by 2030 and provide new investment opportunities

Saved our customers enough electricity to power more than 115,000 average-sized homes for one year through conservation programs

Our Windsource ® program is ranked as the third largest voluntary green energy program in the country (National Renewable Energy Laboratory)

Doubled the amount of renewable generation on our system since 2005

Increased wind capacity by more than 15% and more than doubled our ownership of wind generation, with key additions including:

Consistently ranked among top ten utilities in the nation in solar capacity (Solar Energy Power Association)

Recognized as #1 electric utility in the nation for wind power capacity for the eleventh consecutive year (American Wind Energy Association)

Successfully passed multi-year legislation in Minnesota that encourages longer term, more holistic rate plans with more formulaic recovery of capital and O&M

Filed a 3-year multi-year plan in Minnesota with an option to extend to a 5-year; this filing incorporates the new legislation and should be a key driver for improving our earned return on equity (ROE)

Successfully passed regulatory lag legislation in Texas which will allow more timely investment recovery through the addition of post-test year capital and earlier implementation of rates

Negotiated a 3-year extension of the Colorado electric multi-year plan through 2017

Demonstrated continued success with the biennial rate compact in Wisconsin; received approval for 2016 rate increases, supporting investments in carbon-free energy and system reliability improvements


Xcel Energy employs strong and sound governance practices that ensure effective oversight, prudent risk management, and alignment with shareholder interests.

Shareholder Rights Independent Oversight
Directors elected by majority vote 11 independent directors
Annual advisory vote on executive compensation Lead Independent Director
No supermajority approval provisions Committees composed entirely of independent directors
Proxy access


Strong Governance Practices Commitment to Continuous Improvement
Lead Independent Director elected annually Annual Board and committee evaluations
Regular executive sessions Annual risk review
Director tenure policy Shareholder engagement efforts

Sound Compensation Practices

Our compensation programs are performance- and market-based, aligning incentive opportunities with the performance expected from us by our shareholders and customers.


Tie pay to performance by making a majority of compensation at risk

Align interests of executives with those of shareholders through rigorous metrics such as adjusted EPS growth, relative TSR,

reliability and safety

Look to the market median when setting compensation
Reward superior performance, pay no incentive compensation when threshold metrics are not achieved


Engage independent compensation consultant
Seek investor feedback on executive compensation
Do not maintain employment contracts


Stock ownership policy with one-year holding period provides alignment with shareholder interests
Prohibit hedging
Restrict pledging
Subject long-term incentive awards to clawback process




The Board is strongly committed to serving our shareholders and believes a well-qualified and diverse mix of directors best serves shareholder interests. Demonstrated leadership, judgment, skill, diversity, integrity, and experience relevant to the energy industry and with organizations of comparable size and risk are important characteristics for Board members and are considered when evaluating potential director candidates.

The Board has set the size of the Board at eleven following the retirement of Mr. Albert Moreno immediately prior to the annual meeting. The eleven nominees have been recommended by the Governance, Compensation and Nominating Committee (GCN) and nominated by the Board. If elected at the 2016 annual meeting, the nominees will hold office until the 2017 annual meeting and until their successors have been elected and qualified. Ten of the eleven nominees are Xcel Energy directors who were elected by shareholders at the 2015 annual meeting. One of the nominees was chosen by the GCN and approved by the Board of Directors and was elected to the Board during 2015.

Each nominee has agreed to be named in this proxy statement and to serve if elected. Should any nominee become unable to serve for any reason, the persons named as proxies reserve full discretion to vote FOR any other persons who may be recommended by the GCN and nominated by the Board, or the Board may reduce the number of nominees.

None of the nominees are related to each other, to any other nominee, or to any executive officer of the Company or its subsidiaries by blood, marriage or adoption.

Vote Required

Each director shall be elected by majority vote. This means that to be elected, a nominee must receive more votes FOR election than the votes cast AGAINST. Any director who does not receive a majority of the votes cast FOR election must offer his or her resignation for consideration by the Board, the process for which is outlined on page 56. Proxies solicited by the Board will be voted FOR each of the nominees, unless a different vote is specified.


Director Since: 2012
Principal Occupation: CEO and Founder, GKB Global Health, LLC
Business Experience:
Public Company Directorships:

Director Qualifications and Experience:

Leadership and Strategy Ms. Boudreauxs experience with UnitedHealthcare brings strong leadership skills, business acumen, and sound judgment to the Board. She is the chair of our Operations, Nuclear, Environmental and Safety Committee (ONES) and serves on our GCN.
Finance Ms. Boudreaux brings valuable skills to the Board from her background in finance and experience overseeing the integrity of financial statements through her service on public company audit committees. She has previously served on our Audit Committee.
Risk Management From her experience as a top executive of a major corporation, Ms. Boudreaux brings to the Board the expertise to provide effective oversight of risk.
Regulated Industry With a long career in the healthcare industry, Ms. Boudreaux provides the Company experience in management and governance issues relevant to our highly regulated industry.
Director Since: 2006
Principal Occupation: Chairman and CEO, U.S. Bancorp
Business Experience:
Public Company Directorships:

Director Qualifications and Experience:

Leadership and Strategy Mr. Davis executive experience provides the Board with valuable leadership skills, strategic insight, and commercial acumen. He serves as our Lead Independent Director and on our Finance Committee.
Finance Mr. Davis financial expertise is valuable in our capital-intensive industry. He brings important skills to the Board from his background overseeing the financial integrity of a complex financial institution.
Risk Management As a leader of a major corporation, Mr. Davis brings to the Board experience in effectively overseeing the management of risk.
Regulated Industry Coming from the banking industry, Mr. Davis provides valuable insight relevant to our highly regulated industry.
Community Mr. Davis serves as a director of a number of nonprofit and educational institutions in the communities that we serve.
Director Since: 2009
Principal Occupation: Chairman of the Board, President and CEO, Xcel Energy Inc.
Business Experience:
Public Company Directorships: None

Director Qualifications and Experience:

Leadership and Strategy With a long career in the utility industry, Mr. Fowke provides strategic focus and the leadership skills needed to position the Company well for the future. He serves as Chairman of the Board.
Finance Mr. Fowke has a strong background in finance and financial reporting and has served as the Companys Chief Financial Officer.
Risk Management Mr. Fowkes experience in the energy business and active involvement in industry organizations makes him keenly familiar with the risks we face and provides unique insight into effective management of those risks.
Regulated Industry His tenure in the utility industry provides significant expertise in regulatory issues that are central to our business.
Community With his service as a director of nonprofit institutions and utility industry organizations, Mr. Fowke provides relevant understanding of the communities that we serve.
Director Since: 2012
Principal Occupation: Former President and CEO, Boart Longyear Limited
Business Experience:
Public Company Directorships:

Director Qualifications and Experience:

Leadership and Strategy Mr. OBrien has extensive executive experience in the mining and energy industries, bringing strategic insight and leadership skills to the Board. He serves on the ONES and Audit Committees.
Finance He brings acumen in financial reporting and accounting and has been determined by our Board to be an audit committee financial expert. His experience in the mining and electric and gas utility industries is directly relevant to our capital-intensive business.
Risk Management His leadership in the mining and energy industries brings valuable insight into the risks of our business. Mr. OBrien brings a sound understanding of effective means of managing risk.
Regulated Industry Mr. OBriens experience as a utility executive provides industry and regulatory expertise, and his experience in the mining industry brings valuable experience in environmental issues and operations.
Director Since: 2009
Principal Occupation: President and CEO, Land OLakes, Inc.
Business Experience:
Public Company Directorships: Hormel Foods Corporation (2012 to present)

Director Qualifications and Experience:

Leadership and Strategy Mr. Policinskis extensive experience leading a rapidly growing, multinational food and agricultural cooperative provides valuable leadership experience and strategic insight. Mr. Policinski is the chair of the GCN and serves on the Finance Committee.
Finance As a leader of the second-largest United States cooperative, Mr. Policinski is well versed in finance and financial issues. He brings valuable skills to the Board from his finance background and experience with the financial reporting process.
Risk Management Mr. Policinskis experience as both an executive and a director of large corporations brings valuable expertise in the effective oversight of risk.
Community He is a director of a number of nonprofits, educational institutions and trade industry groups, providing a solid understanding of the communities we serve.
Director Since: 2015
Principal Occupation: Retired President and CEO, The Mosaic Company
Business Experience:
Public Company Directorships:

Director Qualifications and Experience:

Leadership and Strategy With extensive experience leading large and complex businesses, Mr. Prokopanko brings leadership and strategic insight to the Board. He serves on the ONES and Audit Committees.
Finance Mr. Prokopanko has demonstrated expertise in finance and the financial reporting process. His experience in both commodities and with capital-intensive businesses brings valuable and relevant insight to the Board.
Risk Management His experience both as an executive and as a director of public companies makes him well equipped to oversee the risks of our business.
Community Mr. Prokopanko serves on the boards of a number of nonprofit organizations and brings a thoughtful understanding of the communities we serve.
Director Since: 1985
Principal Occupation: CEO, President and Owner, The Sampson Group, Inc.
Business Experience:
Public Company Directorships: None

Director Qualifications and Experience:

Leadership and Strategy As leader of a management development and strategy planning business, Ms. Sampson brings leadership and business experience to the Board. She provides valuable perspective in ethics and business conduct, talent acquisition, retention and development, diversity and social responsibility, all of which are important issues to our shareholders. She serves on the Audit and Finance Committees.
Finance Ms. Sampsons experience as a business owner provides insight into finance and the financial reporting processes.
Community Ms. Sampson is the former CEO of the Greater Minneapolis Area Chapter of the American Red Cross and is a former and current board member of various religious and philanthropic organizations within the communities we serve.
Director since: 2011
Principal Occupation: Independent Consultant
Business Experience:
Public Company Directorships: None

Director Qualifications and Experience:

Leadership and Strategy Mr. Sheppard brings to the Board extensive leadership experience in electric utilities, a solid understanding of the issues facing our industry, and valuable expertise on effective and efficient operations. He serves on our ONES and GCN Committees.
Nuclear Mr. Sheppard is an expert on nuclear operations, having led operations at nuclear power plants and overseen nuclear operations for major utilities. He currently consults on nuclear projects under development across the globe. His experience provides valuable insight, knowledge, business acumen, and judgment important to our nuclear operations.
Regulated Industry Mr. Sheppard spent his career in highly regulated companies, bringing experience from a nuclear, safety, operational, and an environmental standpoint. His experience as a senior executive at these companies positions him well to provide oversight and technical expertise that is relevant to our business.
Director Since: 2007
Principal Occupation: Retired Executive Vice President, Administration and Corporate Secretary, Ball Corporation
Business Experience:
Public Company Directorships: None

Director Qualifications and Experience:

Leadership and Strategy Mr. Westerlund has extensive experience in corporate governance and workforce issues, bringing valuable insight to the Board. Having served as a senior executive, he brings leadership skills and business acumen to the Board. He serves on the GCN and Finance Committees.
Regulated Industry Responsible for environmental health and safety, corporate compliance, security and real estate activities while at Ball Corporation, Mr. Westerlund has extensive knowledge of compliance and corporate governance issues. He has previously served as Chair of our GCN Committee.
Community Mr. Westerlund serves on a number of boards for community organizations.
Director Since: 2009
Principal Occupation: Retired Partner, Wellington Management Company LLP
Business Experience:
Public Company Directorships:

Director Qualifications and Experience:

Leadership and Strategy Ms. Williams brings extensive experience leading a major investment management company, providing valuable and unique strategic insights to the Board. Ms. Williams is the chair of the Finance Committee and serves on the Audit Committee.
Finance Ms. Williams strong financial background provides the Company with strong financial oversight and insight that is particularly valuable in our capital-intensive industry. Ms. Williams has been determined to be an audit committee financial expert by our Board.
Risk Management Ms. Williams experience in the investment management business provides extensive expertise in risk assessment and management that is valuable for our business.
Community Ms. Williams is active in the community and serves as a trustee of a number of nonprofit and educational boards.
Director Since: 2007
Principal Occupation: President, Wolf Interests, Inc.
Business Experience:
Public Company Directorships:

Director Qualifications and Experience:

Leadership and Strategy With a career as a senior executive in consumer products industries, Mr. Wolf brings valuable strategic insight and business acumen to the Board. He is chair of the Audit Committee and serves on the ONES Committee.
Finance Mr. Wolf has experience as a Chief Financial Officer of a major corporation, bringing valuable experience in and knowledge of finance, reporting and governance. Mr. Wolf has been determined to be an audit committee financial expert by our Board.
Risk Management Having led both organizations and the integration of organizations, Mr. Wolf has a sound understanding of business risk and effective risk management oversight.
Community Mr. Wolf serves as a director of several nonprofit and educational organizations.


We believe that the most effective oversight comes from a Board of Directors that represents a diverse range of experience and perspective which, taken as a whole, provides collective skills and qualifications necessary to provide sound governance. The GCN establishes and regularly reviews with the Board the skills and experience desired for effective governance and evaluates the current board make-up in light of these criteria.

Leadership and Strategy Experience

Directors who hold or have held significant leadership positions provide the Company with unique insights. These people generally possess extraordinary leadership qualities as well as the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and corporate governance, and know how to drive change and growth.

Finance Experience

Accurate financial reporting and robust auditing are critical to our success. We seek to have a number of directors who qualify as audit committee financial experts, and we expect all of our directors to be literate in finance and financial reporting processes.

Risk Management Experience

Managing risk in a rapidly changing environment is critical to our success. Directors should have a sound understanding of the most significant risks facing the Company and the experience and leadership to provide effective oversight of risk management processes.

Nuclear Experience

A portion of our business deals with nuclear regulations and operations. Therefore we seek at least one director with experience in nuclear risk management and nuclear power operations to provide effective oversight and expertise to our business.

Regulated Industry Experience

Our businesses are heavily regulated and are directly affected by governmental actions. As such, we seek directors with experience with government or with regulated companies to provide insight and understanding of effective strategies and compliance.

Community Experience

Our business is embedded in the communities we serve. Understanding our customer base, our stakeholders and the communities that we serve is an important aspect of our directors experience.


Embracing diversity is one of our core corporate values. We believe diversity of experience and thought is an important attribute in the Board as it is valuable in ensuring effective oversight of risk. Our Board currently consists of a diverse mix of directors, who come from a variety of backgrounds. Diversity is also a consideration when seeking candidates for the Board.

Our Guidelines on Corporate Governance identify diversity as an important consideration when seeking candidates for the Board. Ethnicity, gender, age, disability, veteran status, sexual orientation, race, national origin, color, religion, creed, geographic representation, education and personality are specifically identified as factors that can be considered.

It is critical for the Company and its shareholders to have a well-rounded, diverse Board that functions well as a whole. In evaluating director nominees, the GCN considers the qualifications identified above and expects each of the Companys directors to have proven leadership skills, sound judgment, integrity and a commitment to the success of the Company. The GCN also considers each nominees independence, financial literacy, personal and professional accomplishments, and experience in light of the needs of the Company. In addition, for incumbent directors the GCN considers attendance, past performance on the Board and contributions to the Board and applicable committees.

Director Tenure

The Board believes that diversity in tenure creates a good mix of perspectives, with longer-tenured directors bringing a deep understanding of the Company while others bring a fresh perspective. The GCN will consider emerging business needs and desired skills when evaluating potential candidates. The median tenure of our directors is six years. Over the past five years, the Board has added three new directors. As of the date of this proxy statement, the Board consists of 12 directors. The tenure of the directors is shown below. Immediately prior to the annual meeting, the Board membership will decrease by one, upon the retirement of Mr. Moreno.

New Director Nominee

The Board determined to expand the size of the Board in 2015 by one additional director to a total of 12 members. The GCN engaged an executive search firm to identify qualified candidates who would enhance the collective experience and expertise of the Board. The search firm identified, evaluated and performed background searches of potential nominees and facilitated interviews. Following the search firms identification of Mr. Prokopanko as a potential candidate, the GCN reviewed Mr. Prokopankos qualifications and recommended him for election to the Board, which the Board did in August 2015. Mr. Prokopankos experience leading major companies brings valuable leadership experience and strategic insight to the Board.

We believe our slate of director nominees provides a well-rounded and well-qualified Board that collectively provides effective oversight and governance of the Company.

Shareholder Recommendation of Directors

Any shareholder may recommend potential nominees to the GCN for consideration for membership on the Board. Recommendations can be made by sending a written statement of the qualifications of the recommended individual to the Corporate Secretary, Xcel Energy Inc. 414 Nicollet Mall, Minneapolis, Minnesota 55401. Such recommendations should be received by October 1, 2016 to be considered for the 2017 annual meeting. The GCN will evaluate candidates recommended by shareholders on the same basis as it evaluates other candidates.

Proxy Access

We recently amended our bylaws to permit any shareholder (or group of no more than 20 shareholders) owning three percent or more of our common stock continuously for at least three years to nominate up to an aggregated limit of two candidates or 20 percent of our Board (whichever is greater) for inclusion in our proxy statement. Notice of such nominees must be received no earlier than November 5, 2016 and no later than close of business on December 4, 2016. Notice should be addressed to the Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. Requirements for such nominations and nominees are detailed in our bylaws, which are available on our website at, under Company - Investor Relations - Corporate Information - Governance Documents.


We are committed to effective corporate governance and ethical business conduct, as we believe these practices are important to successful performance. We employ sound governance practices, as summarized below.

Term Limit Directors may not serve on the Board for more than 15 years (directors at the time of the merger in 2000 are exempt from this requirement).
Mandatory Retirement Directors must retire at age 72.

Change in Principal


Directors must offer to resign upon any substantial change in principal employment.
Shareholder Voting Opportunity to annually vote for directors, provide an advisory vote on executive compensation and ratify the selection of auditors.
No Supermajority There are no supermajority voting provisions.
Opportunities to be Heard Open forum at annual meeting and published lines of communication to our directors and management.
Proxy Access Ability to nominate director candidates for election, in accordance with the terms of our bylaws.
Code of Conduct Annual review and approval of policy and annual training of directors, officers and employees.

Stock Ownership


Directors and executive officers are required to maintain specific levels of stock ownership.
Hedging and Pledging Robust processes that prohibit hedging and restrict pledging of our stock.

Political Contributions,

Lobbying and Government


Stricter standards than required by law and annual disclosure of certain political contributions on Xcel Energys website.
Environmental Commitment to outstanding environmental compliance and industry initiatives to enhance value to customers and shareholders.

Leadership Structure and Roles

Chairman/CEO and Lead Independent Director

Our Board consists of a combined Chairman/CEO position, complemented with a Lead Independent Director chosen from our independent directors. This structure, along with other corporate governance practices discussed below, provides sound and independent oversight of the Company. The Board believes that this structure is best suited for the Company at this time and serves shareholders well.

The Chairman/CEO role brings the experience and expertise of both the Company and the industry to the Board. The skills and experience of the CEO are well-suited for the role of Chairman, putting the Board in the best position to identify and assess key industry drivers and important changes in the energy and consumer landscape so that the Board can develop effective strategies. In light of the opportunities and challenges facing the Company and the importance of the Chairman role, the Board believes that shareholders are best served by having a combined role of Chairman and CEO.

Mr. Fowke currently serves in this role, providing the benefit of his extensive experience in the regulated energy industry to both the Company and the Board. His thorough understanding of the opportunities and challenges facing the industry is valuable at both the Board level and management levels.

The Lead Independent Director plays an important role in our governance structure, working with both the independent directors and management to ensure the Company is well positioned with sound strategy, robust risk management and effective governance. Mr. Davis serves in this role, having been elected to serve a one-year term in May 2015. He was first elected to that role in May 2012. In addition, the Board currently consists of eleven independent directors. Our directors are strong individuals, comfortable with their roles representing shareholders and maintaining objectivity of the Boards deliberations.

The Board believes that this structure ensures that directors receive the information, industry experience and direction needed to form successful strategies, while maintaining the independence needed to ensure effective governance and oversight. Our business is rather unique in that it is price-regulated, operates under a complex set of federal, state and local regulations, and is undergoing significant change. Working with the Lead Independent Director, the Chairman can both educate the Board and lead the development of strategy, providing information and insight on the Companys opportunities, challenges and performance.


Independent Oversight


(Per our Guidelines on Corporate Governance)

11 of 12 directors are independent.

Independent directors regularly meet in executive session without management present at Board and committee meetings.

Each director may request items to be addressed at Board meetings.

Directors may request additional information from management at any time.

All committees of the Board are composed entirely of independent directors.

CEO performance is addressed annually by the GCN, and all other independent members of the Board participate in the CEOs performance evaluation.

Presides at all meetings of the Board at which the Chair is not present.

Presides at all Board executive sessions of the independent directors.

Maintains regular communications with the independent directors, including an annual evaluation process.

Serves as a liaison between the Chair and the independent directors.

Approves the agenda, materials provided to the directors and the meeting schedules.

Calls meetings of the independent directors, as necessary.

Consults and communicates with major shareholders, if requested.

Develops and maintains a process for CEO succession planning with the GCN.

Term and Selection

Elected by the independent directors annually.

Is generally expected to serve for at least one, but no more than four years.


The Board employs a committee structure to assist in conducting its work. By assigning responsibilities to committees with particular expertise and focus, the Board can ensure it fulfills its duties in an efficient and effective manner.

Committees are made up exclusively of independent directors. Each operates under a written charter that clearly defines its responsibilities, which is regularly reviewed and approved at both the committee and Board level. Committees have the authority to engage outside experts, advisors, and counsel to assist in their duties, as needed. In addition, each committee undertakes a regular evaluation process and members participate in training on relevant topics to ensure the committee functions well and directors are well educated on issues.


(6 Meetings; 6 Executive Sessions)

Wolf (chair)






Oversees the financial reporting process, including the integrity of our financial statements, compliance with legal and regulatory requirements and our Code of Conduct, and the independence and performance of internal and external auditors.
Reviews the annual audited financial statements and quarterly financial information with management and the independent registered public accounting firm.
Appoints our independent registered public accounting firm.
Reviews with management the Companys major financial risk exposures and the steps management has taken to monitor and control the exposures, including the Companys risk assessment and risk management guidelines and policies.
Reviews the implementation and effectiveness of our compliance and business conduct program.
Reviews the scope and the planning of the annual audit with both the independent registered public accounting firm and internal auditors.
Reviews the findings and recommendations of both internal auditors and the independent registered public accounting firm and managements response to those recommendations.

(6 Meetings; 5 Executive Sessions)

Williams (chair)





Oversees corporate capital structure and budgets and recommends approval of major capital projects.
Oversees financial plans and key financial risks.
Oversees dividend policies and makes recommendations as to dividends.
Oversees insurance coverage and banking relationships.
Reviews investment objectives of our nuclear decommissioning trust and trusts for our employee benefit plans.
Oversees investor relations.

(4 Meetings; 3 Executive Sessions)

Policinski (chair)




Determines Board organization, selection of director nominees and setting of director compensation.
Evaluates performance of the CEO.
Approves executive officer compensation, including incentives and other benefits.
Establishes corporate governance principles and procedures.
Reviews the Companys workforce strategy and risks and the process for management development and long-range planning.
Ensures effective CEO succession planning.
Oversees compensation- and governance-related risks.
Reviews the Companys lobbying expenditures, contributions, and key lobbying activity and the related Company policy.
Reviews proxy disclosures regarding directors and executive officers compensation and benefits.
Prepares the Report of the Compensation Committee included in this proxy statement.

(4 Meetings; 4 Executive Sessions)

Boudreaux (chair)






Oversees nuclear strategy, operations and performance, including the review of the results of reports and major inspections and evaluations.
Oversees the operating issues and performance of the Companys significant electric and natural gas operations.
Reviews environmental strategy, compliance, performance issues and initiatives.
Reviews material risks relating to our nuclear operations and environmental and safety performance, as well as risks, performance and compliance with operations measures of our electric and natural gas systems.
Oversees physical and cyber security risks related to plants and operations.
Reviews safety performance, strategy and initiatives.

Independence and Financial Literacy Requirements

All members of the Audit Committee and the GCN are independent, as defined in the listing standards of the NYSE, and all members of the Audit Committee are also independent under SEC rules. All members of the Audit Committee are financially literate in accordance with the listing standards of the NYSE. The Board has determined that Mr. OBrien, Ms. Williams and Mr. Wolf meet the SECs definition of an audit committee financial expert. All of the current members of the Audit Committee meet the Companys requirement that they may not serve on the audit committees of more than three public boards.

Special Delegations

The GCN may delegate all or a portion of its duties and responsibilities to a subcommittee, at the committees discretion. The GCN may also delegate all or a portion of its duties and responsibilities to an executive officer of the Company to grant and administer awards to non-executive officer employees of the Company under certain compensation plans that specifically allow such delegations.

Determining Executive Officer and Director Compensation

The GCN has broad authority to develop and implement compensation policies and programs for executive officers and directors. The GCN may retain independent, external compensation consultants to assist in this effort and may change consultants at any time during the year if it determines that a change would be in the best interests of the Company and its shareholders.

To assist in setting 2015 compensation, the GCN retained Meridian Compensation Partners, LLC (Meridian) as its independent, executive compensation consultant. Meridian is an independent consulting firm delivering advisory services to compensation committees and does not perform any assignments for the Company other than providing executive and director compensation services for the GCN.

Several internal controls exist to ensure the independent judgment of Meridian:

Meridian reports directly to the GCN and not to Company management.
Meridian routinely participates in executive sessions of the GCN without members of management present.
The GCN has the exclusive authority to hire, retain, and set the compensation for its executive compensation consultant and advisors.

The GCN assessed Meridians independence pursuant to NYSE and SEC rules and concluded that no conflict of interest exists that prevents it from independently advising the GCN. In its oversight of our 2015 executive compensation program, the GCN worked with Meridian, the CEO and the Executive Vice President, Group President, Utilities and Chief Administrative Officer. The GCN receives additional support from the Senior Vice President, Corporate Secretary and Executive Services; the Senior Vice President, Human Resources and Employee Services; and the Executive Vice President, General Counsel. In 2015, the CEO and other officers provided recommendations with respect to:

The corporate performance objectives and goals, on which awards of both annual and long-term incentive compensation are based.
Attracting, retaining and motivating executive officers.
Information regarding financial performance, budgets and forecasts as they pertain to executive compensation.
Market information regarding compensation levels, practices, and trends.

Additional information regarding the determination of executive compensation is included in the Compensation, Discussion and Analysis (CD&A) beginning on page 22.

Risk Oversight

A key accountability of the Board is the oversight of material risk, and our Board employs an effective process for doing so. As outlined below, management and each Board committee has responsibility for overseeing the identification and mitigation of key risks and reporting its assessments and activities to the full Board.

Management identifies and analyzes risks to determine materiality and other attributes such as timing, probability and controllability. Management broadly considers our business, the utility industry, the domestic and global economies, and the environment when identifying, assessing, managing and mitigating risk.

Identify and analyze
materiality of risks

Formal key risk assessment

Financial disclosure process

Hazard risk management process

Internal auditing and compliance with financial and operational controls

Business planning process

Development of strategic goals and key performance indicators

Provide regular
presentations to the
Board regarding risk
assessment and
mitigation, including:

Comprehensive risk overview

Legal and regulatory risks

Operating risks

Financial risks

Compliance programs

Manage and mitigate
risks through use of
structures and groups,

Management councils

Management risk committees

Advice from internal corporate areas

Employ a robust
compliance program
for the mitigation of
risk, including:

Adherence to our Code of Conduct and other compliance policies

Operation of formal risk management structures and groups

Focused management to mitigate the risks inherent in the implementation of our strategy

The Board approaches oversight, management and mitigation of risk as an integral and continuous part of its governance of the Company. First, the Board as a whole regularly reviews managements key risk assessment and analyzes areas of existing and future risks and opportunities. In addition, the Board assigns oversight of certain critical risks to each of its four standing committees to ensure these risks are well understood and given focused oversight by the committee with the most applicable expertise. The Audit Committee is responsible for reviewing the adequacy of risk oversight and affirming that appropriate oversight occurs. New risks are considered and assigned as appropriate during the annual Board and committee evaluation process, and committee charters and annual work plans are updated accordingly. Committees regularly report on their oversight activities and certain risk issues may be brought to the full Board for consideration where deemed appropriate to ensure broad Board understanding of the nature of the risk. Finally, the Board conducts an annual strategy session where the Companys future plans and initiatives are reviewed and confirmed.

Board of Directors Overall identification, management, and mitigation of risk, with a focus on strategic risks
Audit Committee

Financial reporting and internal control risks

Adequacy of risk oversight

Finance Committee Financial risks, including liquidity, credit, capital market and insurance risks
GCN Committee

Executive compensation-related risks

Political activity risks

Board and management succession risks

ONES Committee Operating risks, including nuclear, environmental, physical and cybersecurity risks

This tiered and structured approach provides a comprehensive risk-management framework that ensures shareholder interests are protected. For example, during 2015, various risks associated with the Environmental Protection Agencys adoption of the Clean Power Plan were evaluated and discussed at the ONES and Finance Committees, with reports also made to the Board. Likewise, oversight of the risks associated with cybersecurity and the security of our assets occurs on both the Board and committee levels, with the ONES Committee having primary committee responsibility due to the operational issues involved.


Director Independence

Each of our director nominees other than Mr. Fowke is independent. The Board has satisfied, and expects to continue to satisfy, its objective to have no more than two directors who are not independent serving on the Board at any time.

The Board determined director independence under the standards established by the NYSE, which we have adopted with a four-year look back. In addition, a director who is an employee or representative of a significant supplier of any Xcel Energy business unit or legal entity will not be independent unless we entered into the relationship with the supplier as a result of competitive purchasing practices. When evaluating director independence, the Board has determined that the receipt of regulated electric and gas service from the Company does not constitute a material relationship.

The Board reviews ordinary course of business transactions in which directors have an interest as part of the Boards annual independence review. The Board specifically considered the Companys ordinary course transactions with U.S. Bancorp when determining Mr. Davis independence. During 2015, U.S. Bancorp affiliates provided service to the Company, for which we paid U.S. Bancorp approximately $750,000, or less than .01 percent of U.S. Bancorps annual revenue. The services provided included trustee services, service as a non-lead participant for our and our subsidiaries syndicated revolving credit facilities and service as one of the underwriters, but not the lead underwriter, on a public debt securities offering by one of our subsidiaries.

The Board considered the nature and relative size of the transactions, the lack of Mr. Davis personal involvement in the transactions and the routine commercial nature of such transactions. Based on its consideration of these factors, the Board determined that none of the transactions impaired Mr. Davis independence. In addition, none of the transactions were related-party transactions because Mr. Davis did not have a direct or indirect material interest in the listed transactions.

Shareholder Engagement

We conduct extensive outreach to shareholders throughout the year. Presentations at financial conferences, meetings with analysts and investment firms, regular outreach on governance topics, and responding to inquiries are examples of the activities we employ to engage our shareholders. During 2015, we interacted with 19 of our 25 largest active shareholders of our common stock, representing approximately 28 percent of our shares, attended 12 sell-side analyst/industry conferences, participated in 10 non-deal road shows and held over 185 individual/group meetings with approximately 355 institutional investors. The Board received regular updates on such efforts. The Board also offers channels for shareholders to contact it with any inquiry or issue, and responds as appropriate.

Director Attendance

During 2015 the Board met six times, and the independent directors met in executive session without management present on all six occasions. The average attendance for all directors at Board and committee meetings was approximately 98 percent. Ten of our directors attended 100 percent of board and applicable committee meetings, while two others were slightly lower at 86 and 94 percent. Each director also attended a half-day strategy session and related executive session. We do not have a formal policy, but encourage our directors to attend the annual meeting of shareholders. All directors then serving attended the 2015 annual meeting.


The Board and committees conduct an annual assessment process to evaluate the effectiveness of their processes, identify issues or topics for further exploration and provide feedback on the quality and timeliness of information from management, among other things. The process includes a survey of the directors, individual interviews with the Lead Independent Director, discussion in both regular and executive sessions, and feedback to management. The Board believes that a robust assessment process is an important component of the governance process and helpful in driving continued improvement in the overall effectiveness of Board and committee oversight.


Under our Guidelines on Corporate Governance, each new director is expected to participate in a detailed orientation process and each sitting director is expected to participate in periodic continuing education. Committees are regularly apprised of new and emerging requirements and trends facing the industry. Each committee conducts training on topics relevant to its responsibilities, and committees regularly seek input to prioritize training topics. In addition, the ONES Committee participates in site visits to gain understanding of our operations, including tours of our nuclear plants. Directors are encouraged to participate in outside training on topics related to corporate governance and industry issues. The Company publishes continuing education opportunities periodically for director consideration and facilitates participation. During 2015, members of the board attended outside training on topics such as financial governance, emerging trends in audit issues, and education on nuclear issues.

Governing Documents

The following materials relating to our corporate governance can be found on our website at under Company Investor Relations Corporate Information Governance Documents and are also available free of charge to shareholders who request them.

Guidelines on Corporate Governance Governance, Compensation and Nominating Committee Charter
Amended and Restated Articles of Incorporation Operations, Nuclear, Environmental and Safety Committee Charter
Bylaws Finance Committee Charter
Audit Committee Charter

Shareholders may request our governing documents by writing our offices at: Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. We publish any amendments to the Code of Conduct and waivers of the Code of Conduct for our executive officers or directors on our website.

Communications with the Board

The Board welcomes your input. You may communicate with the board in two ways: First, you may send correspondence to the Companys principal offices in care of the Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. Second, you may contact the directors directly via e-mail at . These e-mails are sent automatically to an independent director designated to receive such communications. The email is simultaneously sent to the Corporate Secretarys Office, who may act as agent for the independent directors and coordinate the response. If the receiving director requests the Company to respond on behalf of the directors, a copy of the Company-prepared response is provided to the receiving director. If the receiving director does not request a response, the agent acting for the receiving director will provide a summary of the actions taken. The Company reserves the option to review and change this policy if directed by the Board due to the nature and volume of the correspondence.


The GCN has broad authority to develop and implement compensation policies and programs for directors. The committee retained Meridian as its independent compensation consultant to advise when setting the 2015 director compensation to ensure it is market-based and aligned with shareholder interests, consistent with our compensation principles. Additional information regarding Meridian is included on page 13.

Only the independent (non-employee) directors are compensated for their Board service. In 2015, the annual pay was:

Annual Retainer: $80,000 through August 31, 2015; increased to $90,000 beginning September 1, 2015
Audit Committee Chair: $20,000 through August 31, 2015; increased to $22,500 beginning September 1, 2015

Directors receive 25 percent of the applicable annual pay each quarter (pro-rated for partial service during the quarter). Directors may elect to defer all or a portion of their cash retainer into stock equivalent units (see Stock Equivalent Program on page 18). We do not offer retirement benefits to our directors.

Annual Equity Grant

Directors elected at the 2015 annual shareholders meeting each received a grant of 3,899 stock equivalent units representing approximately $135,000 in value, on the first business day following the 2015 annual shareholders meeting. Common stock equivalents are payable upon the directors death, disability or termination of service. Terms of the stock equivalent units are discussed below under Stock Equivalent Program.

The amount of compensation each independent director received in 2015, including deferred amounts, is shown in the table below.

Director Compensation Table


Fees Earned

or Paid in


($) (1)



($) (2)

Gail K. Boudreaux 250,973 250,973
Richard K. Davis 108,315 135,000 243,315
Albert F. Moreno 93,315 135,000 228,315
Richard T. OBrien 246,978 246,978
Christopher J. Policinski 252,978 252,978
James T. Prokopanko 145,792 145,792
A. Patricia Sampson 93,315 135,000 228,315
James J. Sheppard 83,315 135,000 218,315
David A. Westerlund 234,978 234,978
Kim Williams 258,978 258,978
Timothy V. Wolf 104,144 135,000 239,144
(1) Represents cash payments of annual retainer and additional retainers for service as Lead Independent Director, committee Chairs or Audit Committee members, including deferred amounts.
(2) Amounts in this column represent the aggregate grant date fair value of the deferred stock equivalent units granted to directors in 2015 as computed in accordance with FASB ASC Topic 718 Compensation Stock Compensation, which value is equal to the closing price of our common stock, as reported on the NYSE, on the trading date preceding the applicable grant date. Directors receive stock equivalent units for their annual equity grant and if they elect to defer their cash retainers into stock equivalent units. Stock equivalent units are only payable as a distribution of whole shares of our common stock upon a directors death, disability or termination of service. The stock equivalent units fluctuate in value as the value of our common stock fluctuates. As of fiscal year ended December 31, 2015, the number of stock equivalent units owned by our current directors were as follows: Ms. Boudreaux: 34,539 units; Mr. Davis: 52,562 units; Mr. Moreno: 139,222 units; Mr. OBrien: 29,385 units; Mr. Policinski: 59,471 units; Mr. Prokopanko: 4,101 units; Ms. Sampson: 120,433 units; Mr. Sheppard: 29,345 units; Mr. Westerlund: 92,268 units; Ms. Williams: 61,456 units; and Mr. Wolf: 48,503 units. For updated information on holdings of stock equivalent units as of March 22, 2016, see the Beneficial Ownership of Certain Shareholders table on page 19.

Director Stock Ownership Guidelines

Independent directors are subject to stock ownership guidelines, which establish a target level ownership of Xcel Energy common stock or common stock equivalents of seven times their annual cash retainer. Directors are expected to meet this guideline within five years of being elected to the Board. All directors whose stock ownership target date was on or before December 31, 2015 have met the guideline.

Stock Equivalent Program

Our director compensation plan aligns director and shareholder interests, and our Director Stock Equivalent Program for Non-Employee Directors (the SEP) is designed to further that principle. Each stock equivalent unit has a value equal to one share of our common stock. Stock equivalent units cannot be voted by a director and are...