SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 18, 2011
______________________
| Commission File Number | Exact Name of Registrant as Specified in its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number | IRS Employer Identification Number | ||
| 001-3034 | XCEL ENERGY | 41-0448030 | ||
| (a Minnesota corporation) | ||||
| 414 Nicollet Mall | ||||
| Minneapolis, Minnesota 55401 | ||||
| (612) 330-5500 | ||||
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 18, 2011, Richard C. Kelly, the Chairman and Chief Executive Officer of Xcel Energy Inc. (the “Company”), announced his intention to retire as Chairman and CEO effective August 24, 2011, completing 43 years of distinguished service to the Company. Benjamin G.S. Fowke III, who currently serves as President and Chief Operating Officer, was named by the Board to succeed Mr. Kelly as Chairman and Chief Executive Officer upon Mr. Kelly’s retirement in August 2011.
On May 18, 2011, the Company issued the press release on this topic attached hereto as Exhibit 99.01. The press release is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 18, 2011, at the Company’s 2011 annual meeting of the shareholders, the shareholders, upon the recommendation of the Company’s Board of Directors, approved certain amendments to, and the restatement of, the Company’s Restated Articles of Incorporation. The amendments consisted of the following:
| · | revising the range of the number of directors to between 7 and 15 so that the Company’s Restated Articles of Incorporation are consistent with the Company’s Restated Bylaws; |
| · | authorizing the Board to take action by less than unanimous written consent of the directors in actions not needing approval by the shareholders; |
| · | removing the names and residences of former directors from Article IV.1; and |
| · | providing for certain stylistic, clarifying and conforming changes. |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its 2011 annual meeting of shareholders on May 18, 2011. At the meeting, shareholders:
| · | elected all 11 of the directors nominated by the Board of Directors; |
| · | approved the increase in the number of shares under the Company’s Non-Employee Directors’ Stock Equivalent Plan from 750,000 to 2,750,000; |
| · | approved certain amendments to, and the restatement of, the Company’s Restated Articles of Incorporation as discussed in Item 5.03 above, |
| · | approved, on an advisory basis, an annual frequency for future advisory votes on executive compensation; |
| · | approved an advisory vote on executive compensation; and |
| · | ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2011. |
Proposal No. 3 to amend the Company’s Restated Articles of Incorporation to eliminate cumulative voting in the election of directors required the approval of our common stock and preferred stock voting together, as well as voting separately by class and by each series of preferred stock, under Minnesota law. The proposal was not approved because it did not receive a majority of the votes cast by two of the six series of preferred stock. For more information on this and other proposals, see the Company’s proxy statement for the 2011 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 5, 2011. Set forth below are the final voting results for each of the proposals.
Proposal 1 — Election of Directors
| Name | Votes For | Votes Against | Votes Withheld | Broker Non-Votes | ||||||||||||
| Fredric W. Corrigan | 308,811,522 | 7,545,989 | 2,044,651 | 79,431,864 | ||||||||||||
| Richard K. Davis | 311,790,181 | 4,484,893 | 2,127,119 | 79,431,864 | ||||||||||||
| Benjamin G.S. Fowke III | 310,787,689 | 5,666,170 | 1,948,334 | 79,431,864 | ||||||||||||
| Richard C. Kelly | 307,393,453 | 9,225,266 | 1,783,474 | 79,431,864 | ||||||||||||
| Albert F. Moreno | 307,557,022 | 6,828,498 | 2,016,672 | 79,431,864 | ||||||||||||
| Christopher J. Policinski | 308,787,376 | 7,401,185 | 2,213,632 | 79,431,864 | ||||||||||||
| A. Patricia Sampson | 306,219,235 | 10,170,484 | 2,012,474 | 79,431,864 | ||||||||||||
| James J. Sheppard | 311,900,064 | 4,415,842 | 2,086,287 | 79,431,864 | ||||||||||||
| David A. Westerlund | 309,145,419 | 7,193,298 | 2,063,476 | 79,431,864 | ||||||||||||
| Kim Williams | 311,792,692 | 4,507,918 | 2,101,583 | 79,431,864 | ||||||||||||
| Timothy V. Wolf | 311,925,175 | 4,390,016 | 2,087,002 | 79,431,864 | ||||||||||||
Proposal 2 — Proposal to increase the number of shares under the Xcel Energy Inc. Non-Employee Directors’ Stock Equivalent Plan from 750,000 to 2,750,000.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 293,845,297 | 21,729,207 | 2,827,688 | 79,431,864 |
Proposal 3 — Proposal to amend the Company’s’ Restated Articles of Incorporation to eliminate cumulative voting in the election of directors.
Common Stock and Preferred Stock, voting together (reflects each share of Cumulative Preferred Stock Series A $3.60 being entitled to three votes per share)
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 224,102,363 | 91,500,708 | 2,798,322 | 79,432,664 |
Common Stock, voting separately
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 223,588,694 | 91,184,916 | 2,788,440 | 78,870,084 |
Preferred Stock (all series), voting separately (reflects each share of Cumulative Preferred Stock Series A $3.60 being entitled to three votes per share)
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 513,669 | 315,792 | 9,882 | 562,580 |
Cumulative Preferred Stock Series A $3.60, voting separately (each share is entitled to three votes per share)
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 255,378 | 163,530 | 5,859 | 283,398 |
Cumulative Preferred Stock Series B $4.08, voting separately
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 33,804 | 28,795 | 1,420 | 73,675 |
Cumulative Preferred Stock Series C $4.10, voting separately
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 96,728 | 7,376 | 920 | 53,605 |
Cumulative Preferred Stock Series D $4.11, voting separately
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 45,274 | 45,588 | 433 | 86,476 |
Cumulative Preferred Stock Series E $4.16, voting separately
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 48,511 | 12,766 | 200 | 25,631 |
Cumulative Preferred Stock Series G $4.56, voting separately
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 33,974 | 57,737 | 1,050 | 39,795 |
Proposal 4 — Proposal to approve other amendments to, and the restatement of, the Company’s Restated Articles of Incorporation.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 380,380,493 | 11,716,960 | 5,736,604 | 0 |
Proposal 5 — Advisory vote on the frequency of future votes on executive compensation.
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
| 264,544,751 | 5,245,483 | 45,496,838 | 3,115,120 | 79,431,864 |
Proposal 6 — Advisory vote on executive compensation.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 288,620,143 | 17,541,347 | 12,240,702 | 79,431,864 |
Proposal 7 — Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2011.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 390,909,531 | 5,123,919 | 1,800,606 | 0 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.01 | Amended and Restated Articles of Incorporation of Xcel Energy, as filed on May 20, 2011. |
| 99.01 | Press Release dated May 18, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
May 24, 2011 | Xcel Energy Inc. (a Minnesota corporation) |
| /s/ Cathy J. Hart | |
| Cathy J. Hart | |
| Vice President and Corporate Secretary |
Exhibit Index
| Amended and Restated Articles of Incorporation of Xcel Energy, as filed on May 20, 2011. |
| Press Release dated May 18, 2011. |