wec-20240509
WEC Energy Group, Inc.
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SEC Document
SEC Filing
0000783325false00007833252024-05-092024-05-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

May 9, 2024
____________________
Commission
File Number
Registrant; State of Incorporation;
Address; and Telephone Number
IRS Employer
Identification No.
001-09057WEC ENERGY GROUP, INC.39-1391525
(A Wisconsin Corporation)
231 West Michigan Street
P.O. Box 1331
Milwaukee, WI 53201
(414) 221-2345


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 Par ValueWECNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
                            
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Consistent with previous disclosure, on May 9, 2024, Gale E. Klappa completed his service as Executive Chairman of WEC Energy Group, Inc. (the “Company”) and transitioned to his role as Non-Executive Chairman.

In light of the Company’s performance during Mr. Klappa’s tenure as Executive Chairman and his significant contributions to that performance, the Compensation Committee of the Company’s Board of Directors approved the acceleration of the vesting of unvested shares of restricted stock awarded to Mr. Klappa, consisting of approximately 30,539 shares, effective May 9, 2024.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the Company’s Annual Meeting held on May 9, 2024, stockholders voted on the following proposals with the following results:

Proposal 1 – Election of Twelve Directors for Terms Expiring in 2025

NomineeShares
Voted For
Shares Voted
 Against
Shares AbstainedBroker
Non-Votes
Ave M. Bie240,329,040 2,136,136 27,558,209 7,072,809 
Curt S. Culver235,301,142 7,140,730 27,581,513 7,072,809 
Danny L. Cunningham230,468,299 11,972,807 27,582,279 7,072,809 
William M. Farrow III237,602,732 4,728,307 27,692,346 7,072,809 
Cristina A. Garcia-Thomas239,187,860 3,219,398 27,616,127 7,072,809 
Maria C. Green238,798,361 3,728,949 27,496,075 7,072,809 
Gale E. Klappa234,358,510 8,284,168 27,380,707 7,072,809 
Thomas K. Lane239,722,727 2,705,517 27,595,141 7,072,809 
Scott J. Lauber238,861,836 3,854,155 27,307,394 7,072,809 
Ulice Payne, Jr.226,919,187 15,558,225 27,545,974 7,072,809 
Mary Ellen Stanek237,466,884 4,960,219 27,596,282 7,072,809 
Glen E. Tellock240,174,221 2,180,744 27,668,420 7,072,809 

Proposal 2 – Ratification of Deloitte & Touche LLP as Independent Auditors for 2024

Shares Voted ForShares Voted AgainstShares AbstainedBroker Non-Votes
261,363,70814,420,2241,312,2630

Proposal 3 – Advisory Vote to Approve Compensation of the Named Executive Officers

Shares Voted ForShares Voted AgainstShares AbstainedBroker Non-Votes
227,644,12713,777,42528,601,8347,072,809

Proposal 4 – Amendment of our Restated Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock

Shares Voted ForShares Voted AgainstShares AbstainedBroker Non-Votes
259,712,89015,078,7662,304,5390

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Proposal 5 – Stockholder Proposal Regarding Simple Majority Vote

Shares Voted ForShares Voted AgainstShares AbstainedBroker Non-Votes
222,016,66610,090,33437,916,3867,072,809

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  
WEC ENERGY GROUP, INC.
(Registrant)
/s/ William J. Guc
Date: May 13, 2024William J. Guc, Vice President and Controller





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