NorthWestern AGM: Shareholders Back Directors, Pay, Auditor; Black Hills Merger Decision Eyed in 2026

Key Points

• Shareholders re-elected all director nominees, ratified Deloitte & Touche as the 2026 auditor, and approved the advisory vote on executive compensation based on preliminary proxy results; the company expects to file a Form 8‑K with final totals.
• NorthWestern announced an agreed all‑stock merger of equals with Black Hills that would roughly double the combined rate base to ~$11 billion and lift EPS growth to about 5%–7%; a decision is expected in the latter half of 2026.
• NorthWestern serves ~850,000 customers with a ~ $5.6 billion rate base and invested nearly $550 million in 2025, and it reiterated financial targets of 4%–6% EPS growth plus dividend yield, a 60%–70% dividend payout ratio, and a 50%–55% debt‑to‑capital target.

NorthWestern NASDAQ: NWE used its 2026 annual shareholder meeting to review board and governance matters, confirm the passage of three proxy proposals, and outline recent operational and strategic developments, including progress toward a planned merger with Black Hills Corporation.

Shareholders elect directors and approve audit and pay proposals

Independent Board Chair Linda Sullivan opened the formal business portion of the meeting by outlining three proposals included in the company’s 2026 proxy statement: the election of nine directors for one-year terms, the ratification of Deloitte & Touche, LLP as independent auditor for 2026, and an advisory vote on named executive officer compensation.

Timothy Olson, senior corporate counsel and corporate secretary, reported that meeting notice and proxy materials were mailed or made available on March 12, 2026 to shareholders of record as of March 2, 2026, and that a quorum was present. After polls were opened and subsequently closed, Olson delivered preliminary results from Broadridge Financial Solutions, stating that “zero shares were voted by shareholders present at the annual meeting today,” and that voting results reflected proxy submissions.

Based on the preliminary tabulation, Olson said shareholders:

• Elected all director nominees
• Ratified Deloitte & Touche as the registered independent public accounting firm for the year ending Dec. 31, 2026
• Approved, on an advisory basis, named executive officer compensation as disclosed in the proxy statement

Olson said the company expects to file a Form 8-K within four business days to report the final voting results.

Board and executive leadership introductions

President and CEO Brian Bird, the only non-independent board member, introduced the eight independent directors standing for re-election and highlighted their backgrounds. The nominees included Sullivan, Sherina Maye Edwards, Dave Goodin, Jan Horsfall, Britt Ide, Kent Larson, Mahvash Yazdi, and Jeffrey Yingling.

Bird also introduced members of the executive team, including Crystal Lail (vice president and chief financial officer), Shannon Heim (general counsel and vice president of federal government affairs and FERC compliance officer), Bleau LaFave (vice president of planning, development, and asset management), Jason C. Merkel (vice president of operations), Bobbi L. Schroeppel (vice president of customer care, communication, and human resources), and Jeanne Vold (vice president of technology).

Bird recognized two retirements: John Hines, who retired earlier in the year as vice president of supply/Montana government affairs, and Michael Cashell, who Bird said was serving his final day as vice president of transmission.

Bird outlines operating profile and financial targets

In a company update following the formal business portion, Bird said NorthWestern is a “100% pure-play electric and natural gas utility” with more than 100 years of operating history. He said the company serves around 850,000 customers, operates with nearly 1,700 employees (about 80% in Montana), and provides electric service to 339 communities in Montana and South Dakota and natural gas service to 234 communities across Montana, South Dakota, and Nebraska.

Bird reported a rate base of about $5.6 billion and total assets of about $8.5 billion, adding that the company invested nearly $550 million in capital expenditures during 2025. He characterized the business mix as roughly 80% electric and 20% natural gas, and said the majority of investment is in the Montana electric business.

Bird also reiterated company financial targets, including:

• 4% to 6% EPS growth plus dividend yield as a total return framework
• A long-term dividend payout ratio target of 60% to 70%
• A debt-to-capital ratio target of 50% to 55%

2025 strategic initiatives and merger update

Bird highlighted several 2025 initiatives, including what he described as a “significant announcement” of an agreement with Black Hills Corporation for an all-stock merger of equals aimed at creating a larger regional regulated electric and natural gas utility. Bird said that, if approvals are obtained, the combined company would move from a 4% to 6% EPS growth profile to 5% to 7%, and would “doubl[e] each of the company’s rate bases to approximately $11 billion.” He said the company expects a decision on the merger in the “latter half of 2026.”

Bird also said the company closed an acquisition of Avista and Puget Colstrip interests, describing the Avista component as supporting resource adequacy in Montana and the Puget component as increasing ownership to 55% and providing control over Colstrip’s future. In addition, he said the company submitted a $300 million South Dakota natural gas project to SPP’s Expedited Resource Adequacy Study and continued to advance the project.

On legislative and regulatory items, Bird cited passage of Montana House Bill 490 related to wildfire protection and Senate Bill 301 related to transmission investment confidence, and said the company received approval of its Montana wildfire mitigation plan in 2025. He also said NorthWestern completed its Montana electric and natural gas general rate review during the year.

Regarding large-load growth, Bird said NorthWestern signed a third letter of intent with Quantica for a “500-plus-megawatt data center” and progressed with Savvy’s letter of intent, which he said became a development agreement in 2025.

Reliability, affordability, and sustainability highlights

Bird said the company delivered 99.979% electric reliability in 2025 and emphasized that the company’s residential electric and gas rates are below the national average in all three states where it operates. On sustainability, he said the company’s portfolio was 52% carbon-free at the end of 2025, compared with a 41% national average, with levels “closer to 60%” in Montana and “about 45%” in South Dakota.

In closing remarks, Sullivan thanked shareholders for their support and said that if final merger approvals are received, the company would enter a “transformational and historic time.” She added that while the company expects change as it seeks greater scale and diversification, its core values and commitment to providing “safe, reliable, and affordable services 24/7” will remain.

About NorthWestern NASDAQ: NWE

NorthWestern Corporation NASDAQ: NWE is a regulated energy company that delivers electricity and natural gas to residential, commercial and industrial customers. Through its Electric Operations and Gas Operations segments, the company operates an extensive network of distribution lines, substations and pipelines. NorthWestern's services encompass the delivery of power sourced from regional transmission systems and the procurement, storage and distribution of natural gas to end users.

Electric delivery services include the management of distribution infrastructure, customer metering and system reliability programs.

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