Welcome to the annual meeting for NorthWestern Energy Group, Inc. Our host for today's call is Brian Bird, President and Chief Executive Officer. I will now turn the call over to your host. Mr. Bird, you may begin.
Thank you. Good morning, and welcome. I'm Brian Bird, President and Chief Executive Officer of NorthWestern Energy Group, Inc., and the only non-independent member of the board of directors. On behalf of the board and the management team, I welcome you to our virtual annual shareholder meeting. Now it is my pleasure to introduce you to the independent directors standing for nomination and our management team. Besides myself, there are eight other director nominees, all of whom are independent [crosstalk]
Pardon me. Excuse me, Mr. Bird, this is the operator. I apologize for the interruption. We had a little bit of a disconnect on your line when you first started speaking, and part of your initial remarks were missed. Would you mind, sir, just starting from the beginning so that we can get your conference in entirety?
Fantastic. Sure. All right. Good morning, and welcome. I'm Brian Bird, President and Chief Executive Officer of NorthWestern Energy Group and the only non-independent member of the Board of Directors. On behalf of the Board and the management team, I welcome you to our virtual annual shareholder meeting. Now it is my pleasure to introduce you to the independent Directors standing for nomination and our management team. Besides myself, there are eight other director nominees, all of whom are independent current Directors. I am pleased to introduce Linda Sullivan. Linda is our independent Board Chair. She is the retired Executive Vice President and Chief Financial Officer of American Water Works Company, the largest publicly traded U.S. water and wastewater utility company. She is also a former utility executive with the Edison International companies.
Linda's extensive expertise in the utility industry has proven invaluable over the last seven years on our board. Sherina Maye Edwards. Sherina is the CEO-in-Residence at Red Arts Capital and former Chief Strategy Officer of MasTec, a Fortune 500 utility infrastructure company. She also previously served as a commissioner with the Illinois Commerce Commission. Dave Goodin is retired as President and CEO of MDU Resources Group in January of 2024, concluding his nearly 41-year career with MDU, serving in various leadership roles. Jan Horsfall is the Chair of the Operations Committee, which focuses on our board's attention to safety, technology, environmental concerns, and operations. Jan is the Chairman and CEO at Sparq Games, a sports-centric AI-enabled game publisher which enables college athletes and universities to benefit from the latest name, image, and likeness policy now governing college sports.
Britt Ide is the Chair of our Nominating and Governance Committee. She is the Chief Executive Officer of Ide Energy & Strategy and our resident Montanan. We appreciate her perspective on local and relevant regulatory, political, and community issues. Kent Larson retired as the Executive Vice President and Group President of Xcel Energy after 38 years with the electric and natural gas utility. He brings a wealth of industry knowledge and experience to our board. Mahvash Yazdi is the Chair of our Human Resources Committee. She is the President of Feasible Management Consulting, a company that specializes in strategic consulting within the utility, power, telecommunications, electric transportation, mobility, and renewable energy industries, and the former Chief Information Officer of Edison International. Jeffrey Yingling is the Chair of our Audit, Finance, and Risk Committee.
He is the co-founder and general partner of Energy Capital Ventures, a strategic venture fund formed to invest in early-stage energy companies and a former investment banker for the utility industry. As you have just heard, we have a truly remarkable board. I will now introduce the members of NorthWestern's executive team with whom I am extremely privileged to work and by whom our investors and customers are very well-served. 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. Jeanne Vold, Vice President of Technology.
I would also like to take a moment to recognize and thank John Hines and Michael Cashell, who together represent more than 60 years of dedicated service to NorthWestern Energy. John retired earlier this year as Vice President - Supply/Montana Government Affairs. His leadership over the past two decades was instrumental in building our generation portfolio and helping shape our energy future. Today also marks Michael Cashell's final day as Vice President - Transmission. Over the course of his remarkable 40-year career, Michael strengthened our operational foundation and led our transmission business with excellence. We thank both John and Michael for their many contributions and wish them all the best in their well-earned retirements. Also participating in our meeting today is our Corporate Secretary, Timothy Olson, who will be monitoring the voting during the meeting and reporting on the progress.
In addition, representing Deloitte & Touche, the company's registered independent public accounting firm, are Amanda Bronzini and Michelle King. We believe strongly in the independent board chair model and that it provides great value to both the company and to our shareholders. It is now my pleasure to let our independent board chair, Ms. Sullivan, to conduct the business portion of the meeting. Linda.
Thank you, Brian. I am Linda Sullivan, the independent chair of NorthWestern's board. 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 short formal business section of the meeting, at which time we will ask people to cast their votes electronically using the virtual annual meeting website. We will then pause the business portion of the meeting, and Brian will give a presentation on the state of the company. I will now call this annual meeting of the shareholders of NorthWestern Energy Group, Inc. to order. Would the corporate secretary please provide his report?
Thank you, Chair Sullivan. This is Tim Olson, Corporate Secretary for NorthWestern Energy Group. We have received a report from Broadridge Financial Solutions stating that notice of this meeting, along with related proxy and annual report materials, was mailed or made available on March 12, 2026 to shareholders of record as of the close of business on March 2, 2026, our record date. A list of shareholders as of the record date is available at the registered shareholders list link found on this webcast page. Based on the report from Broadridge, this meeting is duly called with timely and proper notice. Based on the information provided by Broadridge, a quorum of shareholders is present to conduct our meeting today.
Pursuant to the foregoing report of the corporate secretary, I hereby declare that a quorum is present at this annual meeting and that we may proceed with the business portion of the meeting. We can now turn to the items of business for today's annual meeting. Our business today is to act on three proposals that were brought before our shareholders in the 2026 proxy statement. Those proposals are as follows. Proposal 1 , the election of nine members to serve on the board of directors for a one-year term. Nominees include Brian Bird, Sherina Maye Edwards, Dave Goodin, Jan Horsfall, Britt Ide, Kent Larson, Linda Sullivan, Mahvash Yazdi, Jeffrey Yingling. The board of directors has recommended a vote for the election of these nine nominees.
Proposal 2 , ratification of Deloitte & Touche, LLP as the registered independent public accounting firm of the company for the year ending December 31, 2026. Although action by shareholders is not required by law, the board has determined that it is desirable to request approval of our selection of an independent public accounting firm by the shareholders. The board of directors has recommended a vote for ratification of Deloitte & Touche as NorthWestern's registered independent public accounting firm. Proposal 3 , 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.
Resolved, 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 table, 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. That concludes the matters to be voted on as outlined in the notice of the annual meeting. I would now like to open the polls for voting. If you have not yet voted, you will have a few minutes to cast your vote electronically. If you have previously voted your proxy and do not wish to change your vote, you do not need to do anything.
Your vote already has been recorded. If you wish to change your previous vote, you should cast your new vote now. I will now pause to allow you time to cast your ballot. As a reminder, we will be closing the polls momentarily. If you intend to vote electronically, please do so now. Mr. Olson, based on the current level of voting activity, do we need additional time for it?
Madam Chair, I do not see any further votes being cast at this time. I believe it would be appropriate to close the polls.
In accordance with our bylaws, I will now close the polls with respect to proposals one through three. I would like to call on our President and CEO, Mr. Brian Bird, to provide an update on the company.
Thank you, Madam Chair. Please note that the presentation may include forward-looking statements. Turn your attention to the first slide on guiding principles. All companies, as you know, have vision, mission, and values, but I'm gonna focus real quickly on our values today. We provide great service to our customers, and that service is tied up into our values, leads with safety. We want to do everything we do for our customers and our employees as safe as we can. We do it with excellence. Providing great service requires us to do the best we can each and every day. With respect, not only for the customers we serve, but our employees. Value, not only to you today as shareholders listening to this call, but our customers and everyone that we work. We want to provide value as a utility. We do that with integrity.
We represent the communities we serve. In the great states that we operate, we certainly care deeply about the environment and make sure we focus on that as well as our guiding principles. NorthWestern Energy is an investment for the long term. We're a 100% pure-play electric and natural gas utility with over 100 years of operating history. We have a solid utility foundation with residential electric and gas rates below the national average in all three states. We have solid system reliability. From an earnings and cash flow perspective, recent rate reviews, it aided earnings, cash flow, and our balance sheet strength. We have a history of consistent annual dividend growth rate. I'll talk about, a bit later, the attractive future growth prospects in terms of large load opportunities, FERC regional transmission investments, and incremental generating capacity investments as well.
From a financial goals and metrics perspective, we currently target 4%-6% EPS growth plus dividend yield to provide a competitive total return. We also target a dividend long-term payout ratio of 60%-70% and target debt-to-cap ratio of 50%-55%. From a best practices corporate governance, particularly thinking about sustainability and good governance, we've been identified in many cases in terms of our great practices we've had as a company. About NorthWestern Energy, I mentioned the three states we serve in addition to serving Yellowstone National Park in Wyoming, but we are electric and gas combo utility with vertically integrated operations in Montana and South Dakota for both our gas and electric businesses and with a gas LDC business in Nebraska. About our company, we have just around 850,000 customers.
The lion's share of those are in Montana with nearly 1,700 employees, again, about 80% of those in Montana. We serve 339 communities in the two states that we serve electric service, that's Montana and South Dakota, and 234 communities for our gas businesses, where we serve gas in all three states. Have a rate base of about $5.6 billion and total assets of about $8.5 billion. In 2025, as we continue to need to invest in our business to serve our customers, invest nearly $550 million in CapEx during the year. From a diversified electric and gas utility, we like to think of this as our 80/20 rule. We're about an 80% electric company today, 20% gas.
As I mentioned earlier, about an 80% Montana versus approximately 20% if you combine South Dakota and Nebraska. You can see in the middle of slide 16, a significant amount of the investment we make is in our Montana electric business. Obviously, our rate base continues to grow over about $5.6 billion today. This morning, I'm gonna speak about 2025. I'm sure many of you will want to join us this afternoon as we talk about the first quarter of 2026. The good news is we've got a great story for both. Focusing in this meeting on 2025, we've executed on strategic initiatives. First and foremost, obviously the significant announcement of our agreement with Black Hills Corporation for an all-stock merger of equals.
Obviously, we've done that to create a premier regional regulated electric and natural gas utility company. We also closed an acquisition of our Avista and Puget Colstrip interests. The main reason there for the Avista piece is to certainly achieve resource adequacy in Montana, and in the Puget piece, to make sure that we get to 55% ownership, having control over Colstrip and the future of Colstrip and how we serve our customers. We also submitted a $300 million South Dakota natural gas project to SPP's Expedited Resource Adequacy Study. We continue to move forward with that project. We had an opportunity to acquire Energy West and Cut Bank Gas natural gas distribution assets in 2025. From a legislative and regulatory outcome, we've had two large pieces of legislation in Montana pass in 2025.
First and foremost, the wildfire protection we received with House Bill 490 was significant protection for our customer, for our customers and the company. Also, we had better confidence, greater confidence in terms of our transmission investment with Senate Bill 301 passing in Montana. Great legislative session and looking forward to 2027's sessions right around the corner. As part of the wildfire legislation, we have to put in place a plan. We not only filed that plan, but received approval of our wildfire mitigation plan in Montana in 2025. We lastly, from a regulatory outcome, completed our Montana Electric and Natural Gas General Rate Review during the year.
In terms of continuing to grow the business from a data center growth opportunity perspective, in 2025, we signed our third letter of intent with Quantica for a 500-plus-megawatt data center, and we continue to progress with Savvy's letter of intent. We fashioned that into a development agreement in 2025. I mentioned the merger with Black Hills and how that benefits stakeholders, you know, from, I'd argue from a shareholder perspective, certainly the increase in scale and growth we've now been able to achieve by putting these two companies together. Ultimately, if we get all the necessary approvals, we'll move from a 4%-6% EPS growth company to a 5%-7% EPS growth company, and also doubling each of the company's rate bases to approximately $11 billion. We also have an expanded investment opportunity.
Not only having more financial resources, but more people to focus on investment opportunities to continue to grow our business. I mentioned the strengthening of our balance sheet by putting these two strong companies together. Even discussions with rating agencies point in positive directions there. Enhancing our business diversity, obviously a larger footprint, certainly for our company, but certainly much larger company from a Black Hills perspective. For both of our cases, enhancing our business diversity. This is also a fantastic transaction for customers. Not only are we both very strong, reliable, and low-cost utilities, but by bringing these two companies together, there will be cost savings in the future that ultimately will accrue to customers in future rate reviews.
In this time when affordability is crucial, this opportunity to put these two companies together ultimately will provide incremental affordability to our customers going forward. I'd also point out, you know, it's a great value creation opportunity. Our shareholders have spoken on that. We had just under 86% of our shareholders voted for the merger. We certainly appreciate the high amount of folks voting. Of those that did vote, we received 99.7% support of the merger. Very good value creation and certainly identified and supported by our shareholders. We thank you for that. Lastly, just in terms of the merger, thinking about timing, we continue to make good progress, but do expect a decision in the latter half of 2026.
From a NorthWestern value proposition, as we sit here today, we have a dividend yield of approximately 4%. When you look at our 4%-6% EPS growth rate today, we're looking at about an 8%-10% total return when you consider the $3.21 billion of CapEx that we need to make within the next five years. Of course, that's low-risk capital in parts of our business primarily the transmission and distribution side of our business. However, on a standalone basis, we have great opportunities to invest in data center and other new large load. We're obviously looking at regional transmission opportunities, various lines within Montana, and then also incremental generating capacity.
None of those things are in our current plans today. They would be layered on top of our plans on a going-forward basis. Slide 20, I'm going to talk about reliability. When you consider about the terrain this company operates in, the weather variability we have, we just have great employees who provide 99.979% reliability in 2025. That's fantastic in terms of how we serve. That's on the electric side. The gas guys would tell you it's even better than that from a gas perspective. Very proud of the reliability that we serve our customers. Then also from an affordability standpoint, we pride ourselves in having utility bills below the national average in all three states that we operate in. Doesn't matter if it's electric or gas, we want to be below the national average.
Lastly, on sustainability, we continue to have a carbon-free portfolio better than the national average. As we said at the end of 2025, 52% carbon-free as a total company, closer to 60% Montana and about 45% in South Dakota. On a combined basis, 52%, well above the 41% national average. Lastly, I'd like to finish with the, I'd argue, my favorite slide. I think as we continue to think about affordability, we have to think about being in this business for 100 years and the great value we've provided customers in both the electricity and natural gas. We're seeing inflation happen through everything that we buy each and every day.
If you continue to look at the value of us providing both electric and natural gas to our average customer for approximately $6-$7 a day, when you compare the other things noted here, coffee, a cell phone, Big Mac meal, or even Ruffles, and we can do that to not only power all your appliances, but heat your home each and every day for that price, it's a fantastic value. That's the thing that we need to continue to drive home to our customers, and we've been continuing to do that for over 100 years, and we certainly want to do that on a going-forward basis. With that concludes my presentation, and I will now turn the meeting back over to Chair Sullivan.
Thank you, Brian. I will now ask the Corporate Secretary if we've received the preliminary voting tabulation from Broadridge.
Thank you, Madam Chair. We have received the preliminary voting tabulation from Broadridge concerning proxy voting. We also have seen that zero shares were voted by shareholders present at the annual meeting today. Based on the voting tabulation from Broadridge, I'm pleased to report that shareholders have elected all of the director nominees, ratified our selection of Deloitte & Touche as the company's registered independent public accounting firm for 2026, and approved on an advisory basis the compensation of the company's named executive officers as set forth in the proxy statement for this meeting. We will file a Form 8-K within four business days of this meeting to report these final voting results. I turn it back to you, Madam Linda.
Thank you, Tim. In closing, I would like to thank you, our shareholders, for your unwavering support. If and when we receive our final merger approvals, we will enter a truly transformational and historic time for both our company and our customers. As we move forward, a lot will change, as we are committed to building a stronger, more resilient regional utility, one with greater scale, increased diversification, and expanded long-term growth potential. What won't change is our core values. We will continue to be there for our customers, providing safe, reliable, and affordable services 24/7, as we always have. Our dedication to our customers remains at the heart of everything we do. Thank you again for your confidence in us. As there is no other formal business to be conducted at this meeting, I now adjourn the meeting.
This now concludes the meeting. Thank you for joining and have a pleasant day.