NorthWestern Energy Group, Inc. (NWE)
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Apr 28, 2026, 10:36 AM EDT - Market open
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AGM 2019

Apr 24, 2019

Speaker 1

Good morning, everybody. On behalf of Board of Directors, of Management Team, our Annual Shareholders Meeting, I'm Bob Rowe, President and CEO. I'm the only nonconsumed member of the floor. Thanks very much for being with us here this morning at Huron and welcome to those who are listening via the webcast. Several years ago, we decided to hold most of our quarterly shareholders meetings, quarterly board meetings and all of our annual meetings in our service territory.

We had a great time here here in South Dakota over the last several days, meeting with employees, members of the community and then also want to recognize the participate in the annual meeting. Everyone here should have signed in a registration desk right outside a meeting room and didn't sign in, we do that at the time. If you don't have a copy at the end of the meeting, raise your hand and we'll bring one to you. At about 10:15, we'll probably hear alarms go off, that's not true fact shareholders storming the building tornado. So be aware of that, and we'll be as safe as you can be in here.

Let me start by introducing the other members of the Board and all of whom are independent. We really have a remarkable Board of Directors as all of them are recognized as governance fellows by the National Association of Corporate Directors. Please stand as you're introduced, starting with Steve Addict. Steve became our Board Chair 1 year ago in 2018. Prior to that, he served with great distinction Tony is a Senior Advisor at Wilkinson Barger, Nower LLC, a former member of the Federal Energy Regulatory Commission and a former North Dakota Commission.

Dana Dykhouse is Chair of the Board's Human Resource Committee. Dana is Chief Executive Officer of First Premier Bank Headquarters in Sioux Falls, South Dakota. Dan Horstfall is the Co Founder and Chief Executive Officer of Maxletics Corporation, a sports technology and media company, Colorado Springs, Colorado. Britt Ide is the President of Ide Energy and Strategy and Executive Director of the Yellowstone Plus Community Foundation. Britt resides in Big Sky, Montana.

Linda Sullivan is the Executive Vice President and Chief Financial Officer of American Water Works Company, the largest publicly traded U. S. Water and wastewater utility. Julia Johnson is Chair of the Board's Governance Committee and Governance and Innovation Committee. Julia is President of Net Communications LLC and is the former Chair of the Florida Public Service.

Now I'll introduce the members of Northwestern's executive team with who I'm truly privileged to work and serve and by whom our investors and customers are extremely well served. Please stand as I introduce you, Brian Berg, Chief Financial Officer Mike Cashel, Vice President of Transmission Heather Graham, General Counsel and Vice President of Regulatory and Federal Government Affairs John Hynes, our Vice President of Supply in Montana Government Affairs is at home working hard today in Montana on some supply matters. Chris DeLayle, Vice President and Controller Kurt Tull, Vice President of Distribution Bobby Troffel, Vice President of Customer Care, Communications and Human Resources. In addition, representing Deloitte and Foods LLP, the company's registered independent public accounting firms are Judy Dockendorf and Adam Krasnoff. And now I'd like to introduce our Corporate Secretary and Inspector of Elections.

Sitting at the table to my right is our Corporate Secretary, Tim Olson with Tim Delaney Desco, our Assistant Controller, who is serving as the Inspector of Election for today's meeting. Now it's my pleasure to invite Mr. Radic, our Board Chair to conduct business portion of the meeting. Steve comes forward, I'll highlight again that we believe very strongly in the independent Board Chair model, and we believe this provides great value to the company and to our shareholders. Steve?

Speaker 2

Thank you, Bob, and to all of you, welcome. Before I call the business portion of the Annual Meeting to order, allow me to provide a roadmap of what will happen. There will be a relatively formal business section of the meeting at which time we'll ask people to cast their vote. We'll then pause the business portion of the meeting, and Bob will give a presentation on the state of the company. And then perhaps most important, he'll open the floor and comments from each of you.

By that time, we'll have counted the votes, and I'll come back and report to you on the results of the election. I'll now call the annual meeting of the shareholders of Northwestern Corporation to order. In order to conduct an orderly meeting, we ask that participants follow the rules of conduct that are on the backside of your agenda sheet. As stated in the rules, stockholders should not address the meeting until they're recognized. There will be a formal question and answer session immediately following Mr.

Rowe's presentation. And please hold any of your questions or comments until that time. I'll now ask the Corporate Secretary for his report. Mr. Olson?

Speaker 3

Thank you, Chair Addict. I have with me the following four items. Number 1, an oath of Inspector for the Inspector of Election serving at this meeting. Number 2, a copy of the minutes of the last Annual Meeting of Stockholders, which was held on April 25, 2018. Number 3, a list of the registered holders of common stock of the company.

This list is as of February 25, 2019, the record date for this meeting. A copy of this list of stockholders has been available and on file for 10 days prior to this meeting. During that time, stockholders could have infected it. Number 4, an affidavit of distribution for the proxy material, indicating that the initial proxy materials were mailed to stockholders on or about March 7, 2019. The list of registered stockholders will continue to be available during this meeting, and each of these four items will be made part of the record of this meeting.

In accordance with the company's bylaws to establish a quorum for this annual meeting, we need at least the holders of a majority of the shares of our common stock that are entitled to vote on the record date to be present in person or by proxy at this meeting. On the record date, we had 50,409,297 shares of common stock entitled to vote at this annual meeting. We need more than 50% of those shares to be present either in person or represented by proxies to establish our forum. Today, there are 47,787,854 shares or nearly 95% of our outstanding common stock represented in person or by proxy at this meeting. Accordingly, more than 50% of our outstanding common stock is present today, and we have established a quorum.

Speaker 2

Thank you, Tim. Pursuant to the foregoing report of the Corporate Secretary, I hereby declare that a quorum is present at this meeting and that we may proceed with the business portion of the meeting. A copy of the printed notice of Annual Meeting of Shareholders stating the time, the place and the purpose of the Annual Meeting was mailed on or about March 7, 2019, to each stockholder of record as of February 25, 2019. In the interest of time, I would entertain a motion to waive a reading of the notice of annual shareholders. Do we have a second?

All those in favor, please say aye. Those opposed, nay. And the motion is carried. The next agenda item is the reading of the minutes of the last stockholders' meeting, which was held on April 25, 2018. As Mr.

Olson noted, a copy of these minutes is available for inspection at the Secretary's table. Those minutes could be publicly read to you at this Annual Meeting. But again, in the interest of time, I would entertain a motion to waive such reading. Is there a second? All those in favor, say aye.

Those opposed, nay. The motion is carried. We can now turn to the items for today's annual meeting. Our business today is to act on 4 proposals that were brought before our stockholders in the proxy statement. These proposals are as follows: proposal number 1, the election of 8 members to serve on the Board for a 1 year term.

The nominees include myself, Stephen P. Attic Anthony T. Clark Dana J. Dijkausk Jan R. Horswell Rick E.

Ide, Julia L. Johnson, Robert C. Rowe and Linda G. Sullivan. The Board of Directors has recommended a vote for the election of these 8 nominees.

Proposal number 2, the ratification of Deloitte and Touche as registered independent public accounting firm of the company for the year ending December 31, 2019. Although actions by the shareholders is not required by law on this proposal, the Board has determined that it's desirable to request approval of our selection of an independent public accounting firm by the stockholders. The Board of Directors has recommended a vote for ratification of hold an hold an advisory vote to approve named executive officer compensation. The resolution concerning the approval of compensation paid to the company's named executive officers was set forth in the proxy statement for this meeting. The resolution reads as follows: Resolve that the compensation paid to the company's named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement is hereby approved.

The Board of Directors has recommended a vote for adoption of the resolution approving on an advisory basis the compensation of the company's named executive officers as described in the proxy statement for this meeting. Ladies and gentlemen, I'd like to open now the polls for voting. I'll ask the Inspector of Election to open the polls for proposals 1 through 3 and to count the vote. If anyone would like to vote in person at this meeting, please raise your hand. We'll take your proxy or completed ballot to the inspection Inspector of Election at this time.

If you have previously voted your proxy and do not wish to change your vote, you need not do anything at this time. If you need a ballot, you can obtain one from the Inspector of Elections, once again, by raising your hand. Is there anybody that will need a ballot?

Speaker 1

Thank you.

Speaker 2

I'll now close the polls with respect to proposals 1 through 3. And while the inspection of as the Inspector of Election is tabulating the ballot, I would like to call on Bob Rowe to provide an update on the company. Thank you, Steve.

Speaker 1

While the ballots are being tabulated, I will go through the presentation that you see in front of you as well as a disclaimer around forward looking statements. This is a depiction of the service territory, gas in Nebraska, electrician gas, South Carolina, Montana. We're also for the industrial and part of the economy, extraordinary part of the country and part of the continent. We consider ourselves an investment for the long term and that's aligned with the responsibilities that we have for our customers. We're a pure gas and electric company, solid We're a pure gas and electric company, solid utility foundation, strong earnings, cash flow, attractive realistic future growth prospects, solid financial goals and metrics that we can consistently recognize for corporate best practice.

We think of ourselves diversified company, we talked about the rule of 80% of approximately 80% Montana, 80% electric, 80% residential, but all aspects of the company are critically important. We're proud of our electric supply portfolio, the progress we have made there. It's a diversified portfolio, and it is a among our peers a clean and getting cleaner portfolio. We have really excellent customer service and great relations with our customers that recognize, historically, much more so in South Dakota perhaps, but really across the service territory. Even as we've invested in our system, we've been able to keep our electric and gas build significantly below the national averages And something I'm particularly proud of given the rural nature of our service territory, very good service quality metrics, safety and safety on the electric side and an extremely low leak per mile index on the gas side.

We serve a part of the country that is growing, but growing in a very stable and sustainable way. On the electric and gas side, both our customer count has increased above the national average over the last 10 years. And population growth in our service territory overall is again sustainable, but above the national average. In terms of financial performance, 2009 through 2018 compounded annual growth rates in GAAP EPS earnings per share 7.6 percent, non GAAP earnings per share 5.9 percent dividend 5.7 percent. We're not providing 2019 guidance because of the pending Montana rate case.

However, continued investment in our system does continue to serve our customers and community is expected to provide targeted long term growth rate of 6% to 9% total shareholder return to our customers through a combination of earnings growth and dividend. Negative outcomes and upcoming regulatory proceedings could result in near term results below that target. On the other hand, opportunities to invest in generation to reduce or eliminate our capacity shortfall, could allow us to achieve towards the higher end. Again, the same financial results is an important part of our story. The return on equity and GAAP earnings per share has been within the 9.5 percent to 11% band over the last 8 years and with an average 10.3% PSR that is better than our 12 peer group over 10 years, but does lag behind over the 1, 3 and 5 year period.

This is in part due to unfavorable regulatory outcomes. This is a depiction of our total shareholder return compared to our peers. 2018, we lagged our CFO of 3.447% compared to the peer group at 6.29%. So we were 10% out of our 12 peers. In the Q1 of this year, on the other hand, we are at 19.5% CSR compared to our peer group of a little under 11%.

And we did reach an all time high closing stock price of over $71 in late March and had an all time intraday price of $71.77 on March 26. Because we are a focused utility, our investment really is targeted on the things that provide our customers the most reliable and safest service possible. And over the last 8 years, we've been reintegrating our Montana energy supply portfolio and making additional investments across our entire service territory to enhance safety, reliability and capacity. And we've made these investments with minimal impact on customer bills. In fact, the attention is maintaining bills that are consistently lower than national averages.

We have a strong balance sheet and good liquidity. We've been able to maintain investment grade credit ratings, liquidity generally in excess of our $100,000,000 target and the debt to capitalization ratio moving lower within our targeted 50% to 55% range. We've made great strides, obviously, since emerging from bankruptcy in 2004. Fortunately, regulatory concerns in Montana have put pressure on credit ratings over the last several years. On February of last year, fixed placed us on negative outlook.

And on May of last year, Moody's downgraded our senior secured and unsecured credit ratings. In terms of cash flow, while maintenance CapEx and total dividend payments have continued to grow since 2011 at good strong rate. Cash from operations has on average exceeded maintenance CapEx and dividend payments by about $7,000,000 a year. We do expect net operating losses to be available into 2020 with alternative minimum tax credits and production tax credits available into 2022. So this allows us to manage cash taxes.

And additionally, we anticipate our effective tax rate to reach 10% by 2023. In terms of capital spending, this is a story I think we can all be proud of. We have identified about $1,600,000,000 total capital expenditure in our infrastructure over the next 5 years. Increased investment in the 1st 3 years, you see depicted here relative to the last 2, is primarily a function of our advanced metering infrastructure project. And we do anticipate being able to fund everything that's identified in front of us right now through a combination of cash flows and aided by the net operating losses and long term debt issuances.

Significant capital investments that are not part of this plan or further negative regulatory actions could necessitate additional equity funding. These capital projections do not include investments necessary to address capacity issues that have been identified in either our South Dakota or Montana resource procurement plan. To highlight some major accomplishments really company wide, we had another very strong safety year in 2018. Our best ever customer satisfaction scores from J. D.

Power, best ever electric reliability scores. We were once again a corporate governance finalist for 2018 proxy statement was recognized yet again as a finalist for best proxy statement for a small to mid cap company, by Corporate Secretary Magazine. We won that award in 2014. We were also recognized last year for gender diversity on our Board of Directors by 2020 Women on Board. The 3 of our company's 8 independent directors are women.

Our Investor Relations program, a small but mighty Investor Relations department, was recognized in 2018 by institutional investor as the top midcap utility and energy company based on factors including access to senior management, well informed and empowered investor relations team, appropriate and timely disclosures and constructive earnings calls. We have actively participated in what's referred to as the environmental and social and governance movement, ESG. We've published now along with EEI, an ESG report following the EEI template in December of 2018. This is quantitative information as a supplement to our biannual stewardship report. And the stewardship report highlights our commitment to stewardship of natural resources across our territory along with sustainable business practices.

Then in June 2018, where we were able to acquire the 2 Dots wind farm in Montana, producing a benefit to our customers. Looking forward, number one item, regulatory, We are moving into a contested electric rate review in Montana in May with a number of very important issues to us and our customers there. We'll be filing a parallel rate case with Federal Energy Regulatory Commission. We continue to invest in our P and D infrastructure across the system, building out a comprehensive infrastructure capital program, again, focused on safety, reliability, capacity, investing in our natural gas systems from a safety and capacity perspective and taking a forward looking but also measured approach to grid modernization, including advanced distribution management. And as I mentioned, AMI.

Out of Montana, we plan to join the Energy Imbalance Market, which is a real time energy market. And in South Dakota, we've had great success as part of the Southwest Power pool. Cost control for any business is important and we've achieved real success there. And we're now in the process of implementing our South Dakota resource plan and our Montana plan is now out for public. We have, as you all know, an outstanding Board of Directors, incredibly engaged, challenging and provides us great leadership and an experienced engaged very, very hands on and constructive executive team as well.

Talked about some of our corporate governance recognition. This is an effort that is really foundational to everything we do, going to the top from the Board of Directors, from a governance perspective is just in value. So in summary, we're a pure electric and gas company, solid utility foundation, best practices approach to governance with actionable future growth prospects, strong earnings and cash flow. And that concludes my presentation. I'll now open the floor to any questions from shareholders.

And after being recognized, please identify yourself and your status as a stockholder, then state your point or ask your question. And then as stated in the rules of conduct, please limit your remarks to corporate business and make them no longer than 3 minutes. And as an aside, folks from leadership at Northwestern, if you have time to stay and visit a little bit afterwards, I'd love to talk to you about anything that might be on your mind. So if you'd like to be recognized as a shareholder, I ask that you raise your hand and Travis Meyer, if you would raise your hand. Travis will bring you the microphone.

So any questions or comments from shareholders? And I will turn the meeting back over to Steve. Thank you.

Speaker 2

Thank you, Bob. May I have the report on the vote on proposals 1 through 3 from the corporate secretary?

Speaker 3

Thank you, Chair Adek. The Inspector of Election has certified the results for the proposals presented at this meeting. For the first proposal to elect the 8 nominees for Director for a 1 year term, each of our Directors received significantly more than a majority of the votes cast. On average, our Directors received 98.2 percent of the vote. The specific tabulations will be part of the record of this meeting and will be filed with an 8 ks in the next two business days.

For the second proposal, to ratify Deloitte and Touche as the company's independent public accounting firm for 2019, the results are as follows. The votes for the proposal were 47,004,707 votes or 99.2% of the total shares represented by proxy or in person at this meeting. The votes against were 348,889 votes or less than 0.8 percent. And the votes abstaining were 35,605 votes or less than 0.1 percent. For the 3rd proposal, the advisory vote on executive compensation, the votes for the proposal were 44,641,412 votes or more than 96.5 percent of the total shares represented at this meeting.

The votes against were 1,562,000 and 70 votes or less than 3.4 percent. And finally, the votes abstaining were 35,890 votes or less than 0.1 percent.

Speaker 2

Thank you, Mr. Olson. As a result of this election report, Steven Piatick, Anthony G. Clark, Dana J. Zekausk, Jan R.

Horstwal, Britt E. I, Julia L. Johnson, Robert C. Rowe and Linda G. Sullivan have been elected.

The selection of Deloitte and Touche as the company's registered independent accounting firm for 2019 has been ratified. And the compensation of the company's named officers as set forth in the proxy statement for this meeting has been approved on an advisory basis. And as there is no other business to be conducted at this meeting, I would entertain a motion to adjourn. All those in favor, please say aye. Those opposed, the meeting is adjourned.

On behalf of the Board and the management of the company, I thank you for your participation and for your support. We value your input. We value your loyalty, and we look forward to serving you going forward. Thank you.

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