WELPP.OQBWisconsin Electric Power CO
DEF 14C: Wisconsin Electric Power Co. Announces Annual Stockholder Meeting and Director Nominees
Sentiment:
Definitive Information Statement
Wisconsin Electric Power Company (We Energies) will hold its Annual Meeting of Stockholders on May 1, 2025, to elect directors.
Summary
- Wisconsin Electric Power Company (We Energies) will hold its Annual Meeting of Stockholders on May 1, 2025, to elect five members of the Board of Directors.
- The meeting will take place at the Corporate Conference Center in Milwaukee, Wisconsin.
- Stockholders of record as of March 7, 2025, are entitled to vote.
- WEC Energy Group, Inc., owns more than 99% of the company's voting stock and will represent those shares at the meeting.
- The director nominees are Michael W. Hooper, Kyle A. Hoops, Margaret C. Kelsey, Scott J. Lauber, and Xia Liu.
- These nominees are all officers of the Company and/or WEC Energy Group and are not independent.
- The document also provides information on corporate governance, executive compensation, and independent auditor fees.
Sentiment
Score: 7
Explanation: The document is primarily informational and factual, with a neutral to slightly positive tone due to the focus on future investments and strategic goals.
Positives
- The document provides detailed information about the upcoming annual meeting and director nominees.
- It includes information about how to access the Information Statement and 2024 Annual Report to Stockholders online.
- The document provides a comprehensive overview of the company's corporate governance practices.
Negatives
- The document states that all director nominees are officers of the Company and/or WEC Energy Group and are not independent.
Risks
- The document mentions several risks and uncertainties that could affect the company's actual results, including factors affecting utility operations, demand for electricity and natural gas, and legislative and regulatory changes.
- There are risks associated with inflation and changing commodity prices, as well as the availability and cost of sources of natural gas and other fossil fuels.
- The company is exposed to risks inherent in electric generation and distribution and natural gas transportation, distribution, and storage activities.
- There are risks associated with the implementation of WEC Energy Group's CO2 emission and/or methane emission reduction goals.
- The company faces risks related to terrorist or other physical attacks and cybersecurity intrusions.
Future Outlook
WEC Energy Group expects to invest approximately $28.0 billion over the five-year period (2025-2029) in its regulated and non-utility energy infrastructure businesses, including approximately $9.1 billion of regulated renewable investment.
Industry Context
The announcement reflects the ongoing trend in the utility industry towards renewable energy and grid modernization.
Comparison to Industry Standards
- The document does not provide enough information to make a detailed comparison to industry standards.
- To make a comparison, more specific details about the company's financial performance, operational efficiency, and customer satisfaction metrics would be needed.
- Comparable companies in the utility sector include those listed in the document's peer group, such as Alliant Energy Corporation, Ameren Corporation, and Xcel Energy Inc.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| President-Wisconsin Utilities | NA | Michael W. Hooper | April 2024 | New appointment |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Director Nomination | Nomination of five directors for election at the Annual Meeting. | May 1, 2025 | Election of directors to oversee company strategy and operations. |
Related Party Transactions
- The Company provides to and receives from WEC Energy Group and its other subsidiaries, including WEC Business Services LLC (WBS), a centralized service company, services, property and other items of value.
- An affiliated interest agreement (the 'AIA'), that became effective January 1, 2017, governs the provision and receipt of services by WEC Energy Group and its subsidiaries, including the Company.
Stakeholder Impact
- Shareholders: Election of directors and information on company performance.
- Employees: Information on compensation, benefits, and company strategy.
- Customers: Information on rates, reliability, and environmental stewardship.
- Suppliers: Information on supplier diversity and spending.
Next Steps
- Elect the five members of the Board of Directors to hold office until the 2026 Annual Meeting of Stockholders.
- Consider any other matters that may properly come before the meeting.
Key Dates
| Date | Description |
|---|---|
| 1896 | Wisconsin Electric Power Company was incorporated. |
| 1996 | WEC Energy Group has maintained Corporate Governance Guidelines since this year. |
| December 31, 2002 | Deloitte & Touche LLP served as the independent auditors for the Company for the last 23 fiscal years beginning with this date. |
| December 31, 2004 | Amounts earned, deferred, vested, credited, and/or accrued as of this date are preserved and frozen under the Legacy WEC Energy Group Executive Deferred Compensation Plan. |
| January 1, 2005 | The WEC Energy Group Executive Deferred Compensation Plan (EDCP) was adopted to comply with Section 409A of the Internal Revenue Code. |
| 2005 | Wisconsin enacted Act 141, which established a goal that 10% of all electricity consumed in Wisconsin be generated by renewable resources annually. |
| July 2005 | Port Washington Generating Station Unit 1 (PWGS 1) was placed in service. |
| May 2008 | Port Washington Generating Station Unit 2 (PWGS 2) was placed in service. |
| February 2010 | Elm Road Generating Station Unit 1 (ER 1) was placed in service. |
| April 2011 | WEC Energy Group entered into an agreement with Mr. Garvin when he was hired that provides for a supplemental pension benefit account. |
| January 2011 | Elm Road Generating Station Unit 2 (ER 2) was placed in service. |
| 2012 | The EPA issued the Mercury and Air Toxics Standards (MATS). |
| October 2014 | Section 316(b) of the Clean Water Act became effective. |
| December 2014 | The Compensation Committee adopted a formal policy that prohibits entry into any contract, agreement, or arrangement with any officer of WEC Energy Group or its subsidiaries, including the Company, that obligates the Company to pay directly or reimburse the officer for any portion of the officer's individual tax liability for benefits provided by the Company. |
| January 1, 2015 | All newly hired management employees receive an annual contribution equal to 6% of pension-eligible wages from WEC Energy Group into WEC Energy Groups 401(k) plan rather than participate in the WEC Energy Group Plan. |
| October 2015 | The EPA released a final rule creating a more stringent standard than the 2008 NAAQS. |
| January 2016 | The EPA's 2015 final ELG rule took effect. |
| January 1, 2017 | An affiliated interest agreement (the AIA) became effective. |
| 2017 | Due to unforeseen medical circumstances in 2017 involving WEC Energy Groups then-CEO, WEC Energy Group, under the Boards careful oversight, was required to adjust its CEO succession plan and accelerate the development of the next generation of leadership. |
| April 10, 2018 | The Pleasant Prairie power plant was retired. |
| August 2018 | The EPA's initial nonattainment area designation was effective. |
| December 2018 | We received approval from the PSCW for two renewable energy pilot programs. |
| March 31, 2019 | The Presque Isle Power Plant (PIPP) units were retired. |
| April 2019 | Xia Liu was Executive Vice President and Chief Financial Officer from this date to April 2020 at CenterPoint Energy, Inc. |
| October 2019 | Scott J. Lauber was Senior Executive Vice President and Chief Financial Officer from this date to June 2020. |
| June 2020 | Scott J. Lauber was Senior Executive Vice President and Chief Operating Officer from this date to January 2022. |
| May 2020 | Michael W. Hooper was Senior Vice President and President and Chief Operating Officer, NIPSCO from this date to March 2024. |
| February 1, 2022 | Scott J. Lauber became President and CEO of WEC Energy Group and Chairman and CEO of Wisconsin Electric Power Company. |
| February 21, 2022 | WEC Energy Group and Mr. Lauber entered into a letter agreement. |
| April 2022 | The EPA proposed 'moderate' nonattainment status based on the 2015 standard. |
| May 2022 | A petition was filed with the PSCW requesting a declaratory ruling that the owner of a third-party financed DER is not a 'public utility'. |
| June 2022 | The CBP issued a WRO in June 2021, applicable to certain silica-based products originating from the Xinjiang Uyghur Autonomous Region of China (Xinjiang), such as polysilicon, included in the manufacturing of solar panels. |
| October 2022 | The EPA published its final reclassifications from 'marginal' to 'moderate' for these areas, effective November 7, 2022. |
| December 2022 | The PSCW granted the petitioners request for a declaratory ruling in part, finding that the owner of the third-party financed DER at issue in the petitioners brief is not a public utility under Wisconsin law, but declining to issue the petitioners request for a broader declaratory ruling that the petitioner would not be regulated as a 'public utility'. |
| January 1, 2023 | The Amended PUP governs the terms of performance units starting with this award. |
| January 2023 | Kyle A. Hoops became Senior Vice President, Power Generation. |
| January 1, 2023 | We, along with WPS, completed the acquisition of Whitewater, a commercially operational 236.5 MW dual fueled (natural gas and low sulfur fuel oil) combined cycle electric generation facility in Whitewater, Wisconsin. |
| March 2023 | The EPA issued its final Good Neighbor Rule. |
| May 2023 | The EPA proposed GHG performance standards for fossil-fired steam generating and natural gas combustion units and also proposed to repeal the Affordable Clean Energy rule, which had replaced the Clean Power Plan. |
| July 2023 | The PSCW approved the Renewable Pathway Pilot, the third renewable energy program. |
| August 2023 | The DOC issued a final decision regarding an AD/CVD petition filed by a California-based company alleging that Chinese manufacturers were shifting products to the four southeast Asian countries to avoid tariffs required on products imported from China and requesting that the DOC conduct a country-wide inquiry into each country. |
| November 2023 | We completed the construction of an LNG facility. |
| December 2023 | WEC Energy Group started a pilot program with the Electric Power Research Institute and CMBlu Energy, a Germany-based designer and manufacturer, to test a new form of long-duration energy storage on the U.S. electric grid. |
| February 2024 | The EPA finalized a rule which lowered the primary (health-based) annual PM2.5 NAAQS to 9 g/m3. |
| April 2024 | We filed a request with the PSCW to construct an LNG facility with a storage capacity of two Bcf, which would be located on the OCPP site. |
| April 2024 | We filed a request with the PSCW to build five natural gas-fired combustion turbines capable of producing approximately 1,100 MWs, which would be located at the existing OCPP site. |
| April 2024 | We filed a request with the PSCW to add seven natural gas-fired RICE units near the Paris Generating Station. |
| April 2024 | We filed a request with the PSCW to construct the Rochester Lateral, which would supply additional natural gas service to the OCPP site. |
| April 2024 | A coalition of several U.S. producers of solar panels filed a petition with the DOC requesting new tariffs on imports from the same four Southeast Asian countries. |
| May 2024 | The EPA published a final rule in the Federal Register lowering the PM limit from 0.03 lb/MMBtu to 0.01 lb/MMBtu. |
| May 2024 | The EPA published a final rule in the Federal Register lowering the PM limit from 0.03 lb/MMBtu to 0.01 lb/MMBtu. |
| May 2024 | We completed the acquisition of an additional 100 MWs of West Riverside's nameplate capacity. |
| June 2024 | The Supreme Court granted a stay of the Good Neighbor Rule pending disposition of the applicants' petitions for review at the D.C. Circuit Court of Appeals. |
| June 2024 | The party that filed the May 2022 PSCW petition appealed the Dane County Circuit Courts April 2024 decision to the Wisconsin Court of Appeals. |
| October 2024 | We, along with WPS and an unaffiliated utility, filed a request with the PSCW to acquire Dawn Harvest, a utility-scale solar-powered electric generating facility with a battery energy storage system. |
| September 2024 | We, along with WPS and an unaffiliated utility, filed a request with the PSCW to acquire Saratoga, a utility-scale solar-powered electric generating facility with a battery energy storage system and Ursa, a utility-scale solar-powered electric generating facility. |
| September 2024 | We, along with WPS and an unaffiliated utility, filed a request with the PSCW to acquire and construct Badger Hollow Wind and to acquire Whitetail, two utility-scale wind-powered electric generating facilities. |
| October 2024 | We, along with WPS and an unaffiliated utility, filed a request with the PSCW to acquire and construct Good Oak and Gristmill, two utility-scale solar electric generating facilities. |
| December 2024 | The EPA published a final determination reclassifying the nonattainment areas in Wisconsin to a 'serious' classification effective January 16, 2025. |
| December 2024 | The construction of the solar portion of Paris was completed. |
| December 2024 | Our $300.0 million 2.05% Debentures due December 15, 2024, matured. |
| January 2025 | The D.C. Circuit Court of Appeals issued an order returning the consolidated cases to the court's active docket and establishing a schedule for supplemental briefing on the issue of severability that extends through early March 2025. |
| January 2025 | The Department of Homeland Security announced the addition of several more Chinese businesses to the UFLPA, including five solar supply chain providers. |
| January 2025 | Pursuant to an executive order issued by the new presidential administration, disbursement of funds under these two Acts was paused until agency heads can determine whether grants, loans contracts, and other disbursements are consistent with the new administration's energy policy. |
| February 2025 | A motion to dismiss the appeal was granted by the Court of Appeals in February 2025. |
| March 27, 2025 | Information statement is being furnished to stockholders beginning on or about this date. |
| March 7, 2025 | Stockholders of record at the close of business on this date, are entitled to vote. |
| May 1, 2025 | The 2025 Annual Meeting of Stockholders of Wisconsin Electric Power Company will be held on this date. |
| May 8, 2025 | Deloitte & Touche LLP are expected to attend WEC Energy Groups Annual Meeting of Stockholders on this date. |
Keywords
Annual Meeting, Stockholders, Directors, WEC Energy Group, Corporate Governance, Executive Compensation, Wisconsin Electric Power Company, We Energies
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