Xcel Energy 2012 Annual Report Download - page 158

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148
Item 9B — Other Information
(e) Compensatory Arrangements.
On Feb. 20, 2013, the Governance, Compensation and Nominating Committee (Committee), approved a special retention grant
(Retention Grant) of 141,300 Restricted Stock Units, valued at approximately $4 million, to Benjamin G.S. Fowke III, Xcel
Energy Inc.’s Chairman, President and Chief Executive Officer. The Committee, with the advice and recommendation of its
independent compensation consultant and in consultation with the other independent members of the Board, considered factors
including Xcel Energy Inc.’s strong performance on financial results, based on earnings per share growth, and strong operational
performance on safety and reliability. The Committee, along with the other independent directors, believes that Mr. Fowke’s
contributions in these areas will serve to increase long-term shareholder value, and that it is in the best interest of the shareholders
to provide an additional incentive for Mr. Fowke to remain with Xcel Energy Inc.
Pursuant to the Retention Grant, one-third of the grant will vest on the third anniversary of the grant date, provided that Mr.
Fowke remains continuously employed by Xcel Energy Inc. through this initial vesting date. The other two-thirds of the grant will
vest on the fifth anniversary of the grant date, provided that Mr. Fowke remains continuously employed with Xcel Energy Inc.
through the final vesting date. The restricted stock units are subject to accelerated vesting either on a full or pro-rata basis under
certain circumstances including death, disability or a change of control, however, no accelerated vesting will occur if Mr. Fowke
retires or voluntarily resigns prior to the respective vesting dates. The award will be issued under Xcel Energy Inc.’s 2005 Long-
Term Incentive Plan.
PART III
Item 10 — Directors, Executive Officers and Corporate Governance
Information required under this Item with respect to Directors and Corporate Governance is set forth in Xcel Energy Inc.’s Proxy
Statement for its 2013 Annual Meeting of Shareholders, which is incorporated by reference. Information with respect to
Executive Officers is included in Item 1 to this report.
Item 11 — Executive Compensation
Information required under this Item is set forth in Xcel Energy Inc.’s Proxy Statement for its 2013 Annual Meeting of
Shareholders, which is incorporated by reference.
Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required under this Item is contained in Xcel Energy Inc.’s Proxy Statement for its 2013 Annual Meeting of
Shareholders, which is incorporated by reference.
Item 13 — Certain Relationships and Related Transactions, and Director Independence
Information required under this Item is contained in Xcel Energy Inc.’s Proxy Statement for its 2013 Annual Meeting of
Shareholders, which is incorporated by reference.
Item 14 — Principal Accountant Fees and Services
Information required under this Item is contained in Xcel Energy Inc.’s Proxy Statement for its 2013 Annual Meeting of
Shareholders, which is incorporated by reference.