Black Hills Virtual AGM: Directors Reelected, Deloitte Ratified, Say-on-Pay Passes; EPS Hits $4.10

Black Hills NYSE: BKH held its 2026 annual meeting of shareholders via live webcast, with Chairman Steven Mills citing the virtual format as “a convenient and secure way” for shareholders to participate from any location. Mills said all current directors were in attendance, and representatives from Deloitte & Touche, the company’s independent public accounting firm, also joined the meeting.

Voting results and meeting matters

Mills said shareholders of record as of March 10, 2026 were entitled to vote. He reported the company had 76,054,727 shares of common stock outstanding and entitled to vote as of that date. A preliminary report from Broadridge Financial Solutions indicated that more than 50% of outstanding shares were represented, satisfying quorum requirements.

According to Mills, shareholders voted on three proposals included in the company’s proxy statement dated March 18, 2026. He also noted that any additional proposals or director nominations would have required notice by Jan. 23, 2026, and the company “did not receive any such notifications.”

• Proposal 1: Election of three directors—Scott M. Prochazka, Teresa A. Taylor, and Anne G. Waleski—to serve until the 2029 annual meeting and until successors are elected and qualified.
• Proposal 2: Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
• Proposal 3: An advisory vote on executive compensation for named executive officers as disclosed in the proxy statement.

Mills said American Election Services, LLC served as inspector of elections and informed the company that “all three proposals received more than the required number of votes to pass.” He added that final vote results will be reported on a Form 8-K filed with the Securities and Exchange Commission in the following days.

Management overview: business profile and 2025 performance

Following the voting items, President and CEO Linn Evans delivered a brief presentation reviewing the company’s operations and 2025 performance and reminded listeners that some comments included forward-looking statements, referring shareholders to risk factors and SEC filings.

Evans described Black Hills as “an integrated utility with unique and balanced diversity,” serving nearly 1.4 million electric and natural gas customers across eight states. He said the company’s electric utilities serve four states with 1.4 gigawatts of generation capacity and more than 9,000 miles of transmission and distribution lines. The natural gas utilities, he said, serve five states with more than 49,000 miles of gas lines, and the company also owns and operates underground storage assets supporting its gas sourcing strategy.

Evans emphasized the company’s regulated profile, stating it is “a pure play utility” with 98% of assets either operating as regulated utilities or serving regulated utilities under long-term contracts.

Reviewing 2025, Evans said Black Hills delivered earnings per share, excluding merger-related expenses, of $4.10, up 5% from 2024. He attributed the increase to “$1 per share in new rates, rider recovery mechanisms, and customer growth,” citing regulatory strategy execution and operational efficiencies. Evans also pointed to “top quartile electric reliability,” completion of three rate reviews, and continued customer growth.

Reliability, safety measures, and balance sheet

Evans said the company’s electric utilities ranked in the first or second quartile of Edison Electric Institute reliability rankings. He added that reliability supports safe operations and helps reduce wildfire ignition risks, and said the company established an emergency Public Safety Power Shutoff program in 2025. Evans also noted that legislation enacted in Wyoming and South Dakota provides liability protections for utilities that comply with mitigation plans.

On financial positioning, Evans said the company maintained its investment-grade credit rating and kept net debt to capitalization below its long-term target of 55%, supported by operating cash flows and execution of its financing plan.

Growth initiatives, capital plans, and large-load demand

Evans highlighted multiple initiatives aimed at system expansion and customer growth. In Wyoming, he said the company completed construction of the Ready Wyoming project, energizing a 260-mile transmission line in December that interconnects South Dakota and Wyoming electric systems. Evans said this reduced reliance on third-party transmission services and supports “long-term price stability” and improved resiliency through enhanced access to energy markets, including renewables.

Evans said the company received approval for the Lange II generation project and broke ground on a 99-megawatt dispatchable gas-fired generation resource serving South Dakota customers, with the project expected to be in service in the second half of the year. In Colorado, he said the Colorado Public Utilities Commission approved 50 megawatts of utility-owned battery resources targeted for service in 2027 as well as a 200-megawatt solar power purchase agreement to comply with state emissions requirements.

Discussing large-load opportunities, Evans said Black Hills tripled its pipeline of data center demand to more than three gigawatts. He said this includes 600 megawatts by 2030 from existing customers in Wyoming, citing Microsoft—served by the company for more than a decade—and Meta, which he said is starting to ramp this year. Evans also referenced negotiations related to serving a 1.8-gigawatt project being developed by Crusoe and Tallgrass in Wyoming.

Dividend track record and proposed NorthWestern Energy merger

Evans said the company completed 55 consecutive years of dividend increases in 2025 and increased the dividend again in January to mark 56 consecutive years of increases. He also cited 84 consecutive years of uninterrupted dividend payments.

Evans reiterated Black Hills’ long-term target of 4% to 6% EPS growth and said the company expects to deliver in the “upper half of that target” on a standalone basis, before considering potential value creation from the proposed combination with NorthWestern Energy.

On the merger, Evans described the planned transaction as an all-stock combination intended to increase scale and strengthen the balance sheet, while positioning the companies for additional growth opportunities. Evans said Black Hills shareholders approved the merger earlier in the month. Subject to remaining federal and state regulatory approvals, he said the companies expect to close in the second half of 2026. Evans added that when the merger closes, he plans to begin retirement and that Brian Bird, the current CEO of NorthWestern Energy, will serve as CEO of the combined company.

Mills closed the meeting by noting that no questions were submitted by validated shareholders and adjourned the session.

About Black Hills NYSE: BKH

Black Hills Corporation is a diversified energy company based in Rapid City, South Dakota, that provides electricity and natural gas distribution services to residential, commercial and industrial customers. Through its regulated utility subsidiaries—Black Hills Power, Cheyenne Light & Power, and Black Hills Energy—the company delivers reliable energy across Colorado, Kansas, Montana, Nebraska, South Dakota and Wyoming.

In addition to its distribution operations, Black Hills owns and operates a generation portfolio that includes natural gas–fired plants, coal-fired units, hydroelectric facilities and wind projects.

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