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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

 

 

 

 

May 16, 2023

Date of report (date of earliest event reported)

 

 

Commission

File No.

 

Name of Registrant, State of Incorporation, Address

of Principal Executive Offices, and Telephone No.

 

IRS Employer

Identification No.

 

000-49965

 

MGE Energy, Inc.

(a Wisconsin Corporation)

133 South Blair Street

Madison, Wisconsin 53788

(608) 252-7000 | mgeenergy.com

 

 

39-2040501

 

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))

 

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).

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading symbol(s)

 

Name of each exchange on which registered

Common Stock, $1 Par Value Per Share

 

MGEE

 

The NASDAQ Stock Market

 

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.

 

MGE Energy's Annual Meeting of Shareholders was held on May 16, 2023. The results of voting on each of the matters submitted to a vote of security holders during the annual meeting were as follows:
 

1.
Election of three Class I Directors with terms of office expiring at the 2026 annual meeting of shareholders.

 

 

 

For Votes

 

Withhold Votes

 

Broker Non-Votes

James G. Berbee

 

20,224,507

 

3,291,044

 

4,731,134

Londa J. Dewey

 

20,262,340

 

3,253,211

 

4,731,134

Thomas R. Stolper

 

19,231,075

 

4,284,476

 

4,731,134

 

No votes were cast for any other nominee. The directors continuing in office are:

 

Class II Directors
Term Expires 2024

 

Class III Directors
Term Expires 2025

Marcia M. Anderson

 

Mark D. Bugher

Jeffrey M. Keebler

 

James L. Possin

Gary J. Wolter

 

Noble L. Wray

 

2.
Ratification of selection of PricewaterhouseCoopers LLP to serve as MGE Energy's independent registered public accounting firm for the year 2023.

 

For Votes

 

Against Votes

 

Abstained

 

Broker Non-Votes

27,308,486

 

670,711

 

267,488

 

0

 

As described in the Proxy Statement, the votes "For" must exceed the votes cast "Against" at the meeting in order to ratify the selection of the auditors. Abstentions do not have any effect. Below are the percentages of the votes cast either "For" or "Against" ratification of PricewaterhouseCoopers LLP for the fiscal year 2023.

 

For

 

Against

98%

 

2%

 

3.
Advisory vote on executive compensation as disclosed in the annual meeting proxy statement.

 

For Votes

 

Against Votes

 

Abstained

 

Broker Non-Votes

21,875,022

 

1,147,042

 

493,487

 

4,731,134

 

As described in the Proxy Statement, the advisory vote on executive compensation is nonbinding, as provided by law. Below are the percentages of the votes cast either "For" or "Against" the advisory vote on executive compensation.

 

For

 

Against

95%

 

5%

 

 

 

 

 

 

 

2


 

4.
Advisory vote on the frequency of future executive compensation voting as disclosed in the annual meeting proxy statement.

 

One Year

 

Two Years

 

Three Years

 

Abstained

 

Broker Non-Votes

21,641,294

 

378,085

 

1,045,400

 

450,772

 

4,731,134

 

As described in the Proxy Statement, the advisory vote on the frequency of future executive compensation voting is nonbinding, as provided by law. Below are the percentages of the votes cast for either "One Year", "Two Years" or "Three Years" on the frequency of future executive compensation voting.

 

One Year

 

Two Years

 

Three Years

94%

 

2%

 

4%

 

The Board of Directors had previously determined that the appropriate frequency for future advisory votes on executive compensation should be one year, as evidenced by the Board's voting recommendation in the proxy statement for the annual meeting. That determination was confirmed by the shareholder vote on this matter.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

Description

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

 

 

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

 

MGE Energy, Inc.

 

(Registrant)

 

 

 

 

 

 

Date: May 18, 2023

/s/ Tamara J. Johnson

 

Tamara J. Johnson

Vice President - Chief Accounting Officer and Controller

 

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