🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). Think of it as the official "meeting agenda" and voter guide for a company's annual shareholder meeting. MGE Energy is sending this to its owners (shareholders) so they can vote on key issues, even if they can't attend the online meeting. It outlines who is running for the board, what the big decisions are, and provides important company updates.

👉 Why it matters: As a shareholder, your vote counts. This document tells you exactly what you're voting on and gives you the info you need to make informed decisions about the company's leadership and direction.

🏢 What The Company Does

In simple terms, MGE Energy is a utility company headquartered in Madison, Wisconsin. It's the parent company of Madison Gas and Electric (MGE), which provides electricity to about 170,000 customers and natural gas to about 180,000 customers in south-central and western Wisconsin.

Business Model: It's an "investor-owned public utility." This means it's a private company that operates essential services (like power lines and gas pipes) under government regulation.
Core Mission: To provide safe, reliable, affordable, and increasingly sustainable energy. They highlight over 150 years of community roots.

📅 The Big Event: 2026 Annual Meeting

The main reason for this document is to invite shareholders to the annual meeting.

Date & Time: Tuesday, May 19, 2026, at 11:00 a.m. Central Time.
Format: Virtual only. You can attend online at www.virtualshareholdermeeting.com/MGEE2026.
Record Date: You must have been a shareholder by March 23, 2026, to vote.
What You're Voting On (The Agenda):
1. Elect three directors (James G. Berbee, Londa J. Dewey, Angela S. Rieger) to serve until 2029.
2. Ratify (approve) PricewaterhouseCoopers LLP as the independent accounting firm for 2026.
3. Hold an advisory vote on executive compensation (often called "Say-on-Pay").

👥 Your Board of Directors

The board oversees management and represents shareholders. MGE Energy's board has 10 members.

Structure: Directors are grouped into three classes, with one class elected each year for a 3-year term.
Independence: 8 out of 10 directors are independent (not company employees), which is a key sign of good governance.
Skills Snapshot: The board highlights its collective expertise:
- 100% have financial acumen and strategic leadership experience.
- 70% have environmental/safety experience.
- 100% have customer, community, and workforce experience.

👉 Why it matters: A diverse, independent, and skilled board is better equipped to guide the company through challenges like the energy transition and hold management accountable.

🎯 The Director Nominees (Proposal 1)

You are asked to vote for these three directors to continue their service:

James G. Berbee (Age 62): Co-founder of a medical device company. Brings tech/cybersecurity and business leadership experience.
Londa J. Dewey (Age 65): CEO of a human resources company. Adds strategic leadership and financial skills from her banking background.
Angela S. Rieger (Age 58): Former executive at Lands' End. Contributes expertise in strategy, operations, and organizational leadership.

📈 Company Performance & Strategy Highlights

The filing provides an update on how the business is doing.

Dividend King: MGE Energy has increased its dividend for 50 consecutive years, a rare milestone showing long-term financial consistency.
Growth: Earnings per share and assets have grown at a 7% compound annual rate over the last five years.
Capital Plan: Nearly $2 billion in projected capital investment over the next five years, focusing on wind, solar, battery storage, and natural gas generation to ensure reliability.
Key Projects: Highlights recent projects like the Paris Battery Storage (Wisconsin's first large-scale project) and the Darien Solar project.
Reliability Leader: Ranks in the top 4 nationally for fewest electric outages per customer over the past 18 years.

🌱 Sustainability & Decarbonization Plan

A major focus of the company and the board's oversight is the transition to cleaner energy.

Big Goal: Achieve net-zero carbon electricity by 2050.
Strategies: Decarbonizing supply, partnering with customers, electrifying transportation, and building a modern grid.
Coal Transition: Plans to transition its ownership in the Elm Road coal plant to natural gas by 2032, pending regulatory approval. It is also evaluating the future of its stake in the Columbia coal plant.
Board Oversight: The board regularly reviews environmental risks, sustainability performance, and the company's annual Corporate Responsibility Report.

⚖️ Governance & Risk Oversight

The filing details how the company is run and managed.

Leadership Structure: Jeffrey M. Keebler is both Chairman and CEO. James L. Possin is the strong, independent Lead Independent Director.
Board Committees: All key committees (Audit, Governance, Compensation) are 100% independent.
Risk Management: The board conducts a biennial risk exercise and oversees risks including cybersecurity, regulatory changes, and environmental performance.
Shareholder Engagement: The company actively engages with investors on topics like business strategy, climate, governance, and executive pay.

🧠 The Analogy

Investing in MGE Energy is like joining a long-standing, well-managed community co-op. You're not just buying a stock; you're entrusting your capital to a local institution with a 150-year history. This proxy statement is the annual town hall meeting notice, where you get to help choose the board of trustees (directors), review the co-op's performance (financials and projects), and approve the auditors who check the books. The management team (CEO and officers) runs the daily operations, but the board (your elected representatives) ensures they do so safely, reliably, and with an eye toward a sustainable future for the next generation.

📇 Key Contacts & People

Chairman, President & CEO: Jeffrey M. Keebler
Lead Independent Director: James L. Possin
Vice President, General Counsel and Secretary: Cari Anne Renlund
For Shareholder Questions: The Notice provides voting instructions but for other inquiries, shareholders can use the contact information typically found on the company's investor relations website (mgeenergy.com).

🧩 Final Takeaway

This proxy statement is about stability, transition, and trust. MGE Energy is emphasizing its 50-year track record of dividend growth and top-tier reliability while asking shareholders to approve its current leadership as it executes a multi-billion dollar, decades-long plan to transition its energy grid towards sustainability. Your vote supports both the proven leadership and the forward-looking strategy.

MGE ENERGY INC — DEF 14A Filing