| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
SCHEDULE 14A |
| Proxy Statement Pursuant to Section 14(a) of |
| the Securities Exchange Act of 1934 (Amendment No. ) |
Filed by the Registrant x |
| |
Filed by a Party other than the Registrant o |
| Check the appropriate box: |
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| o | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
| NorthWestern Corporation |
| (Name of Registrant as Specified In Its Charter) |
| |
| |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
| Payment of Filing Fee (Check the appropriate box): |
| x | No fee required. |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | (1) | Title of each class of securities to which transaction applies: |
| | | |
| | (2) | Aggregate number of securities to which transaction applies: |
| | | |
| | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | | |
| | (4) | Proposed maximum aggregate value of transaction: |
| | | |
| | (5) | Total fee paid: |
| | | |
| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | (1) | Amount Previously Paid: |
| | | |
| | (2) | Form, Schedule or Registration Statement No.: |
| | | |
| | (3) | Filing Party: |
| | | |
| | (4) | Date Filed: |
| | | |
| | | |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
[page 1]
*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
NORTHWESTERN CORPORATION NORTHWESTERN CORPORATION 3010 W. 69TH STREET SIOUX FALLS, SD 57108 [stockholder name and address] | Meeting Information Meeting Type: Annual For holders as of: February 22, 2010 Date: April 22, 2010 Time: 9:00 a.m. CDT Location: NorthWestern Energy Operations Center 600 Market Street W. Huron, SD 57350 |
You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. |
| See the reverse side of this notice to obtain proxy materials and voting instructions. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
[page 2]
– Before You Vote –
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT / FORM 10-K How to View Online: Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com *If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line. Requests, instructions and other inquiries will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 8, 2010 to facilitate timely delivery. |
– How to Vote –
Please Choose One of the Following Voting Methods
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12 Digit Control Number available and follow the instructions. Vote By Telephone: To vote by telephone, call 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions. Have the 12 Digit Control Number available and follow the instructions. Please see the instructions above on How to Access the Proxy Materials to view the proxy materials online or to request a paper copy prior to voting. Vote by Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Vote in Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
[page 3]
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
| 01) Stephen P. Adik | 05) Julia L. Johnson |
| 02) Dorothy M. Bradley | 06) Philip L. Maslowe |
| 03) E. Linn Draper, Jr. | 07) Denton Louis Peoples |
| 04) Dana J. Dykhouse | 08) Robert C. Rowe |
| 2. | Ratification of selection of Deloitte & Touche LLP as independent registered accounting firm for fiscal year ended December 31, 2010. |
| 3. | Upon such other matters as may come before said meeting or any adjournment or postponement thereof, in the discretion of the Proxyholders. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
[page 4]
