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  ☒                             Filed by a Party other than the Registrant  ☐

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XCEL ENERGY INC.

(Name of Registrant as Specified In Its Charter)

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Xcel Energy(R)Destination Building the Future2019 NOTICE OF ANNUALMEETING AND PROXY STATEMENT

		Ben Fowke Chairman of the Board, President and Chief Executive Officer

April 1, 2019

Dear Fellow Shareholders:

Xcel Energy looks forward to welcoming you to Pueblo, Colorado for our 2019 Annual Shareholders’ Meeting! We have many exciting things underway across our service territories and I look forward to showcasing our operations, community involvement, and team in our western territory.

2018 was another great year for Xcel Energy. Highlights of the year include:

We have many opportunities in front of us, including strategic investments that will serve our customers and our shareholders well into the future. Xcel Energy’s future is indeed bright, and I look forward to sharing more with you regarding our plans for:

Details for meeting attendance are included in this proxy statement. You can also listen to the meeting via webcast at www.xcelenergy.com.

Also enclosed are details for how and when to vote and other important information. Your vote is very important, so please cast it promptly.

Thank you for your confidence in us. I hope to see you in Pueblo.

Sincerely,

Ben Fowke

Chairman, President and Chief Executive Officer

		Chris Policinski Lead Independent Director

April 1, 2019

Dear Fellow Shareholders:

On behalf of the Board of Directors, I join Ben in inviting you to Xcel Energy’s 2019 Annual Shareholders’ Meeting. Your Board is committed to effective governance that delivers both strong results for you and great value for customers.

We are proud to have delivered those results consistently over time. Our sound governance practices combine the benefits of strong, independent oversight with broad expertise and strong management that — working together — allow us to successfully execute innovative strategies in a complex and changing industry. Our practices ensure effective Board operations, encourage independent thought and judgment, and execute appropriate levels of Board oversight to produce these consistent and strong results.

We are committed not only to delivering outstanding results, but also representing your interests. These and other practices are detailed in the proxy statement, which I encourage you to review as you cast your vote.

As your Lead Independent Director, I am focused on the important obligations that our Board owes to you, our shareholders. My responsibilities include reviewing and approving the agenda for our Board meetings to ensure they cover key areas of Company focus, working with the Chairman to provide the directors information needed to effectively govern, developing and executing succession plans for both the Board and management to ensure strong independent oversight over the long term, and acting as a regular communications channel between our independent directors and our chief executive officer — duties all designed to ensure the efficient operations of the Board and effective oversight of the Company.

2018 was another great year for Xcel Energy. It is my privilege to serve as Xcel Energy’s Lead Independent Director, and I look forward to continuing my service to the Company. Know that your Board remains focused on delivering value to you, today and long into the future.

Thank you for investing in Xcel Energy. We look forward to seeing you in Pueblo.

Sincerely,

Chris Policinski

Lead Independent Director

Table of Contents

Forward-Looking Statements

The statements contained in this proxy statement about our future performance, including, without limitation, future financial and operational results, strategies, prospects, consequences and all other statements that are not purely historical, are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Although we believe that our expectations are based on information currently available and on reasonable assumptions, we can give no assurance they will be achieved. There are a number of risks and uncertainties that could cause actual results to differ materially from any forward-looking statements made herein. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K and subsequent reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”), and available on our website: www.xcelenergy.com. These reports address in further detail our business, industry issues and other factors that could cause actual results to differ materially from those indicated in this proxy statement. In addition, any forward-looking statements included herein represent our estimates only as of the date hereof and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even if our internal estimates change, unless otherwise required by applicable securities laws.

Notice of Internet Availability of Proxy Materials or this proxy statement and proxy card are being distributed on or about April 1, 2019. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 15, 2019: Our 2019 proxy statement and Annual Report are available free of charge at www.proxydocs.com/xel

You are receiving these proxy materials in connection with the solicitation by the Board of Directors (“Board”) of Xcel Energy Inc. (referred to in this proxy statement as “Xcel Energy,” the “Company,” “we,” “us,” and “our”) of proxies to be voted at Xcel Energy’s 2019 Annual Meeting of Shareholders. Please vote on the proposals described in this proxy statement.

Thank you for investing in Xcel Energy.

PROXY SUMMARY

Proxy Summary Voting Matters and Board Recommendations: Board Vote Recommendation Page Reference (for more detail) Proposal No.1 Election of Directors Candidates provide the needed experience and expertise to govern the Company and ensure strong independent oversight. FOR each nominee Page 21 Proposal No.2 Advisory Vote on Executive Compensation Xcel Energy's executive compensation plan is market based, performance driven, and aligned with shareholder interests. FOR Page 31 Proposal No.3 Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for 2019 All independence standards have been met and sound practices are employed to ensure strong, independent financial governance. FOR Page 60 How to Vote If you held shares of Xcel Energy common stock as of the record date (March 21, 2019), you are entitled to vote at the annual meeting. By Internet - Go to the website at www.proxypush.com/xel, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials. By Telephone - Call 1-866-883-3382, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card. By Mail - If you received a full paper set of materials, date and sign your proxy card exactly as your name appears on your proxy card and mail it in the enclosed, postage-paid envelope. If you received a Notice of Internet Availability of Proxy Materials, you may request a proxy card by following the instructions in your Notice. You do not need to mail the proxy card if you are voting by internet or telephone. In Person - At the annual meeting.

PROXY SUMMARY

Corporate Governance Our proven track record of strong financial and operational performance is rooted in a foundation of sound governance practices, an engaged and talented Board, and a focus on corporate culture. Sound Practices Right Structure Shareholder Rights Governance Best Practices 12 of 13 Independent Members Annual election of directors by majority vote Regular executive sessions Strong Independent Lead Director, elected annually Annual advisory vote on executive compensation Board and management succession plans Annual committee assignments Proxy access adopted Tenure and overboarding policies Effective Oversight Strategy and Direction Performance Monitoring Key Focus Areas Annual strategy session Agendas focused on execution and performance Operations Capital management Annual enterprise and compliance risk assessments Board and committee evaluations Risk management Annual charter reviews and updates Scorecard governance Environmental Diverse and Engaged Board Experience Diversity Engagement 5 of 13 have Fortune 500 CEO experience 5 of 13 self-identify as female and/or minority 97.4% attendance at Board and Committee meetings 7 of 13 have public company c-suite experience 9 years average tenure Site visits to key locations, including nuclear 8 of 13 have environmental experience Wide range of business, leadership, and community experience Engagements with outside experts Xcel Energy's Values Xcel Energy's strong corporate culture is rooted in our values. In 2018, the Board adopted and committed to a refreshed set of corporate values that guides all that we do.

PROXY SUMMARY

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT Financial Results Our strategy has allowed us to deliver strong results for shareholders, customers and policymakers alike. 2018 results extend our track record of solid performance. Strong Total Shareholder Return Proven Track Record Met or exceeded ongoing EPS guidance for 14 consecutive years Increased dividend for 15 consecutive years 2017-2018 2005 YE-2018 YE CAGR Ongoing EPS Growth(1) 7.4% 6.1% Dividend Growth 5.6% 4.5% Stock Price 2.4% 7.8% 1 Ongoing EPS is a non-GAAP number and is defined in Exhibit A, which reconciles this amount to GAAP EPS for each period. (2) Compound Average Growth Rate. Positioned for the Future $3.7B Planned Wind Investment $1.3B Planned Advanced Grid Investment Additional growth opportunities in clean energy, electrification, and economic development support a 5 to 7 percent growth rate

PROXY SUMMARY

Strategic Priorities Our strategic priorities sharpen our focus and set the course for delivering outstanding results over the long term. Lead the Clean Energy Transition First US utility to set a goal of 100 percent carbon-free electricity by 2050 On track to reduce the carbon emissions from electricity serving our customers by 80 percent by 2030 compared to 2005 levels Positioned for cross-industry growth through electrification Keep Bills Low Extensive suite of efficiency programs Disciplined cost management across the enterprise Steel for Fuel projects lower bills while reducing carbon * Source: Based on data reported to the EIA. Figures are annual average of monthly bills, excluding taxes and franchise fees. Enhance the Customer Experience 99.9% electric service reliability $194 million invested in natural gas safety upgrades Several 100% renewable electricity options available to customers, with more in development Supporting electric vehicle use through in-home charging, public infrastructure, and partnerships New capabilities that improve convenience and enhance communication, driving increased customer satisfaction

PROXY SUMMARY

Corporate Responsibility We are proud to play a unique and important role in supporting customers and communities as we transition to a cleaner energy supply mix. Environmental Responsibility Cleaner Air 91% reduction in mercury emissions 77% reduction in SO2 emissions 78% reduction in NOx emissions 28% reduction in coal ash Energy Efficiency Saved enough energy to supply 149,000 homes with a year's worth of electricity Social Responsibility Active support for communities 90,000 employee volunteer hours 400 community board seats $11 million contributed to nonprofits Engaging and Rewarding Workplace 100 Best Corporate Citizens, Corporate Responsibility Magazine Human Rights Campaign Best Place to work for LGBTQ Equality, achieving 100 points on the Corporate Equality Index Military Times Best for Vets employer Governance Strong Governance and Clear and Transparent Disclosure Regular updates on emerging ESG issues Early adopter of Edison Electric Institute environmental reporting Carbon report confirming carbon goals and strategies via scientific analysis (issued March 2019) Political contributions policy and annual reporting

PROXY SUMMARY

Results-Driven Compensation Our compensation and programs are performance-based, market-competitive, and aligned with our strategic priorities, linking incentive opportunities to the performance expected of us by our shareholders and customers. Performance Based Majority of executive compensation is at risk Motivates achievement of financial, operational and environmental goals Chairman, President and CEO All Other NEOs (average) Market Competitive Program design and metrics set annually Set in consideration of 21-member industry peer group Enables us to attract and retain talented leaders Aligned with Strategic Objectives Long-Term Incentive Grants 50% 30% 20% Total Shareholder Returns Carbon Reductions Time-Based Create Shareholder Value Execute Key Environmental Initiatives Retain Top Talent

CORPORATE GOVERNANCE

Corporate Governance

Serving shareholders well is a key priority for your Board. We believe that the most effective oversight comes from:

Xcel Energy has the practices, the Board, and the management team to deliver consistent and strong results for shareholders.

We regularly monitor issues and trends in corporate governance and employ practices that best serve shareholders. Current practices include:

Highlights of our practices are summarized on the following table, followed by additional explanation of key features.

CORPORATE GOVERNANCE

Leadership Structure and Roles

Our Board consists of a combined Chairman/CEO position, complemented with a Lead Independent Director chosen from our independent directors. This structure, along with other corporate governance practices discussed below, provides sound and independent oversight of the Company. The Board believes that this structure is best suited for the Company at this time and serves shareholders well. We annually review this structure to confirm it is most effective for our business.

The Chairman/CEO role brings to the Board important experience and expertise, both of the Company and our rapidly changing industry. The skills and experience of the CEO are well suited for the role of Chairman, putting the Board in the best position to assess key industry drivers, identify important changes in the energy and consumer landscape, and develop effective strategies. In light of the opportunities and challenges facing the Company and our industry, the Board believes that shareholders are best served by having a combined role of Chairman and CEO.

Mr. Fowke currently serves in this role, providing the benefit of his extensive experience in the regulated energy industry to both the Company and the Board. His thorough understanding of the opportunities and challenges facing the industry is valuable at both the Board and management levels. For example, he was recognized by Public Utility Fortnightly as one of the 2018 Top Forty industry innovators for Xcel Energy’s steel-for-fuel strategy that aggressively advances a clean energy agenda that benefits customers, shareholders and the environment. Under his leadership, Utility Dive, a publication covering news and providing analysis of the energy industry, recognized Xcel Energy as the 2018 Utility of the Year.

The Lead Independent Director likewise plays a critical role in our governance structure, working with both the independent directors and management to ensure the Company is well positioned with sound strategy, solid risk management and effective governance. The lead director role is well defined, with responsibilities consistent with best practice. Mr. Policinski serves in this role, having been elected to serve a one-year term in May 2018, his third consecutive year in this role.

The final piece of this governance structure is the independent directors. The Board currently includes twelve independent directors. Our directors are strong individuals, comfortable with their roles representing shareholders and maintaining objectivity in

CORPORATE GOVERNANCE

the Board’s deliberations. They conduct business via a sound committee structure that governs risk management and mitigation as assigned by the Board and reports back to the Board through an efficient and effective process.

The Board believes that this structure ensures that directors receive the information, industry insights and direction needed to form successful strategies while maintaining the independence necessary to ensure effective governance and oversight. Our business is rather unique in that it is price-regulated, operates under a complex set of federal, state and local regulations, and is undergoing significant change. Working with the Lead Independent Director, the Chairman can lead the development of strategy, providing information and insight on the Company’s opportunities, challenges and performance.

Risk Oversight

A key accountability of the Board is the oversight of material risk, and our Board employs a strong process for doing so. As outlined below, management and each Board committee have responsibilities for overseeing the identification and mitigation of key risks and reporting their assessments, activities, and initiatives to the full Board.

Management identifies and analyzes risks to determine materiality and other attributes such as timing, probability and controllability. Management broadly considers our business, the utility industry, business and policy trends, the domestic and global economies, and the environment to determine enterprise risks and actions to mitigate them. We also have a solid program to identify, assess, manage and mitigate compliance risks.

CORPORATE GOVERNANCE

The Board approaches risk oversight and mitigation as an integral and continuous part of its governance of the Company. First, the Board as a whole regularly reviews management’s key risk assessment and analyzes areas of existing and future risks. Next, the Board assigns oversight of certain critical risks to each of its four standing committees to ensure these risks are well understood to provide focused oversight by the committee with the most applicable expertise. New risks identified during the risk assessment process are considered and assigned as appropriate, typically during the annual Board and committee evaluation process, with committee charters and annual work plans updated accordingly. Committees regularly report on their oversight activities, and certain risk topics may be brought to the full Board for consideration where deemed appropriate to ensure broad Board understanding of the nature of the risk. Finally, the Board conducts an annual strategy session where the Company’s future plans and initiatives are reviewed and confirmed in light of the current and projected landscape.

The Audit Committee is responsible for reviewing the adequacy of risk oversight and affirming that appropriate oversight occurs. Current risk assignments are as follows:

This tiered and structured approach provides a comprehensive risk-management framework that ensures shareholder interests are protected. For example, given its emergence as a threat, the Board employs comprehensive oversight of the risks associated with cybersecurity and the physical security of our assets, with the topic addressed twice at the Board level, as well as at the ONES and Audit Committees throughout the year. While the ONES Committee has primary committee responsibility for this topic due to the operational issues involved, the Board has determined that the topic is of sufficient importance to warrant this comprehensive oversight approach. Likewise, given the emergence of wildfire risks and the possible impact on utilities, the Board heard presentations assessing the applicability of this risk to Xcel Energy and initiatives to mitigate possible impact. Augmenting such oversight efforts, the Board conducts annual drills to practice its response in a possible emergency situation to ensure it is well prepared and positioned to perform in a possible crisis.

The Board also employs a process of ensuring compliance practices are sound, a particularly important topic given our highly regulated business. Management performs a regular compliance risk assessment as a companion to the enterprise risk assessment, providing a focused overview of the unique areas of compliance risk the Company faces. The Audit Committee is apprised of compliance risks via regular briefings and written updates to ensure these risks are appropriately managed and mitigated.

CORPORATE GOVERNANCE

Board Committees

Structures

As noted, the Board employs a committee structure to assist in conducting its work and regularly refreshes that work in light of risk assessments. By assigning responsibilities to committees with particular expertise and focus, the Board can ensure it fulfills its duties in an efficient and effective manner.

Committees are made up exclusively of independent directors, with members of Audit and GCN meeting additional independence criteria. Each operates under a written charter that clearly defines its responsibilities, which is regularly reviewed and approved at both the committee and Board level. Committees have the authority to engage outside experts, advisors, and counsel to assist in their duties, as needed. In addition, each committee undertakes a regular evaluation process and members participate in training on relevant topics to ensure the committee functions well and directors are well educated on issues. Additional information regarding these governance practices is provided in the Practices section below.

For topics having broad implications for Xcel Energy, the full Board may hear or act on any issue, and committees may provide updates up to the full Board for its information and consideration. Likewise, a committee may delegate all or a portion of its responsibilities to a subcommittee, as appropriate. This flexibility can be employed as appropriate to ensure risks are effectively overseen and managed.

CORPORATE GOVERNANCE

Practices

Strategy Session

The Board annually conducts a strategy session to consider new and emerging industry trends, consult with outside experts, and assess current strategies and key initiatives to ensure the Company is well positioned for the future. This session offers the opportunity for a fluid exchange of information and ideas, helping to refine the current approach, identify new opportunities and risks, and establish key objectives to be monitored throughout the year as the strategies are executed. Agendas for future Board meetings are set in consideration of these objectives.

Corporate Values Refresh

As part of our commitment to a values-driven, high-performing corporate culture, the Company undertook an effort to refresh our corporate values and align our employees and work around them. These refreshed values define the Company’s culture and are the foundation of everything we do. These values reflect our core beliefs — who we are, how we conduct our business and the importance of our customers.

During the 2018 Strategy Session and Board meeting, the Board adopted these values and committed to living by them to inspire and empower employees and demonstrate a commitment to excellence.

SAFE COMMITTED TRUSTWORTHY CONNECTED

CORPORATE GOVERNANCE

Evaluations

The Board and committees conduct an annual assessment process to evaluate the effectiveness of their processes, identify issues or topics for further exploration and provide feedback on the quality and timeliness of information from management, among other things. The process includes a survey of the directors, individual interviews with the Lead Independent Director, discussion in both regular and executive sessions, and feedback to management. The Board believes this assessment process is an important component of the governance process and helpful in driving continued improvement in the overall effectiveness of Board and committee oversight.

Coordinating Officer

Each committee is supported by a senior member of management who works directly with the committee chair in setting agendas, providing supporting materials, ensuring charter requirements are fulfilled, and communicating with committee members. This function provides another avenue for directors to have meaningful exchange with members of management to gain deeper understanding of the issues impacting the business and the effectiveness and impact of strategic initiatives and risk mitigation efforts. The effectiveness of the coordinating officer role is regularly evaluated as part of the annual evaluation process.

Training

Committees are regularly apprised of new and emerging requirements and trends facing the industry. Each committee conducts training on topics relevant to its responsibilities, and committees regularly seek input to prioritize training topics. In addition, the ONES Committee participates in site visits to gain understanding of our operations, including tours of our nuclear plants, and the full Board has toured certain facilities to gain even deeper understanding of various aspects of our business. For example, in 2018, directors visited our newly renovated security operations center where enterprise physical security monitoring, reporting and emergency response is performed, and a new enterprise command center, where crisis monitoring and coordination is conducted to facilitate an efficient response to critical events impacting the enterprise. Directors are also encouraged to participate in outside training on topics related to corporate governance and industry issues. In addition, under our Guidelines on Corporate Governance, each new director is expected to participate in a detailed orientation process and each sitting director is expected to participate in periodic continuing education.

We publish continuing education opportunities periodically for director consideration and facilitate participation. During 2018, members of the Board attended outside trainings on topics such as emerging trends in audit issues and education on industry issues, and many directors have attended training from the Institute of Nuclear Power Operations, which addresses issues specific to oversight of nuclear operations.

Succession Planning

The Board employs robust practices to ensure strong continuity of skills and leadership over time through sound succession planning. The GCN regularly develops and the Board regularly reviews succession plans for the CEO and other top leaders, as well as plans to develop and/or acquire talent in key positions of management. Likewise, the GCN regularly reviews timing of changes in Board make-up given director tenure and age requirements to identify the timing and needed skills for seeking new directors for Board positions. The GCN also considers and develops paths both for Board leadership positions, such as committee chairs and independent lead director and for ensuring diversity of experience, gender, and race. The Board has been successful in self-identifying, recruiting, and recommending diverse candidates to complement current director skills and attributes, recruiting and bringing on new directors with unique skills that are important to our business. It plans to continue to develop and execute plans to ensure sound governance, strong leadership, and business continuity through effective succession planning. In performing its responsibilities for identifying, recruiting, and recommending candidates to the Board, the GCN is committed to including qualified candidates who reflect diverse backgrounds, including diversity of gender and race. If the Board is unable to self-identify, recruit, and recommend candidates to the Board, the GCN is likewise committed to including in each third-party search qualified candidates who reflect such diverse backgrounds.

Shareholder Engagement and Investor Outreach

Our Company believes that regular, transparent communication with our shareholders and other stakeholders is essential to Xcel Energy’s long-term success. We have continued our practice of engaging with shareholders throughout the year on a range of topics. Presentations at financial conferences, meetings with analysts and investment firms, regular outreach on governance topics, and responding to inquiries are examples of the activities we employ to engage our shareholders. During 2018, our governance outreach with our largest shareholders represented more than 40 percent of outstanding shares, we participated in 23 sell-side/industry conferences or non-deal road shows, and we held over 205 individual and group meetings with approximately 460 institutional investors, representing nearly 65 percent of shares held by active managers. Given the importance of environmental, social, and governance (“ESG”) issues to our business and investors, we participated in an industry effort to create an industry template of ESG disclosures that provides investors comparable data and more meaningful information regarding our ESG initiatives and impact. The Board received regular updates on such efforts. We also engaged in discussions with investors

CORPORATE GOVERNANCE

with specific ESG interests to respond to inquiries, share information on our performance and plans, and — where appropriate — adopted recommended practices. Finally, the Board also offers channels for shareholders to contact it with any inquiry or issue, and responds as appropriate.

Communications with the Board

The Board welcomes your input. You may communicate with the Board in two ways: first, you may send correspondence to the Company’s principal offices in care of the Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. Second, you may contact the directors directly via email at BoardofDirectors@xcelenergy.com. These emails are sent automatically to an independent director designated to receive such communications. The email is simultaneously sent to the Corporate Secretary’s office, who may act as agent for the independent directors and coordinate the response. If the receiving director requests the Company to respond on behalf of the directors, a copy of the Company-prepared response is provided to the receiving director. If the receiving director does not request a response, the agent acting for the receiving director will provide a summary of the actions taken. The Board reserves the option to review and change this policy due to the nature and volume of the correspondence.

Determining Executive Officer and Director Compensation

The GCN has broad authority to develop and implement compensation policies and programs for executive officers and directors. The GCN may retain independent, external compensation consultants to assist in this effort and may change consultants at any time during the year if it determines that a change would be in the best interests of the Company and its shareholders.

To assist in setting 2018 compensation, the GCN retained Meridian Compensation Partners, LLC (“Meridian”) as its independent, executive compensation consultant. Meridian is an independent consulting firm delivering advisory services to compensation committees and does not perform any assignments for the Company other than providing executive and director compensation services for the GCN.

Several internal controls exist to ensure the independent judgment of Meridian:

The GCN assessed Meridian’s independence pursuant to Nasdaq and SEC rules and concluded that no conflict of interest exists that prevents it from independently advising the GCN. In its oversight of our 2018 executive compensation program, the GCN worked with Meridian, the CEO and the Senior Vice President, Chief Human Resources Officer and the Executive Vice President, Group President, Utilities and Chief Administrative Officer until his retirement from the Company in June 2018. The GCN receives additional support from the Senior Vice President, Corporate Secretary and Executive Services and the Executive Vice President, General Counsel. In 2018, the CEO and other officers provided recommendations with respect to:

Additional information regarding the determination of executive compensation is included in the Compensation Discussion and Analysis (“CD&A”) beginning on page 32.

Board Planning and Composition

We believe that the most effective oversight comes from a Board of Directors that represents a diverse range of experience and perspectives that provide the collective skills, qualifications, and attributes necessary to provide sound governance. We also believe it is important for the Board to work well as a whole, with members bringing their experience to the table and dialoguing freely with each other and with management to create an environment that results in well-functioning oversight. The GCN regularly reviews with the Board the experience and attributes desired for effective governance in our changing industry and evaluates the current Board make-up in light of these criteria.

CORPORATE GOVERNANCE

Director Experience and Attributes

The Board has identified key skills, expertise, and attributes that are important to the effective governance of Xcel Energy. Each director brings to us a wealth of experience that combines to varying degrees many or all of these skills, but some have more in-depth experience in a particular area than others. Consistent with the goal of ensuring a comprehensive mix skills and expertise is at the Board table, below we capture how our directors contribute to both the more general skill mix (organized by key attribute), as well the specialized expertise relevant to that attribute. In making this assessment, we considered each director’s work and educational experience, experience from serving on other public companies’ boards, and experience from engagement in community, civic, and business organizations.

Leadership & Strategy Directors who hold or have held significant leadership positions provide the Company with valuable insights. These people generally possess strong leadership qualities as well as the ability to identify and develop those qualities in others. They demonstrate a practical understanding of strategy development and corporate governance, know how to create growth and value, and prioritize creating a strong corporate culture. Each of our directors brings leadership and strategy experience to the Board. Specialized expertise includes: Fortune 500 Company CEO Experience (Davis, Fowke, O'Brien, Policinski, Prokopanko) Legal, Governance, and Policy Expertise (Fowke, O'Brien, Owens, Prokopanko, Westerlund, Williams, Wolf, Yohannes) Human Resource Management and Executive Compensation Experience (Casey, Davis, Fowke, O'Brien, Policinski, Prokopanko, Sampson, Sheppard, Westerlund, Williams)

Independence Director independence is a critical requirement for sound governance. We seek directors who bring a variety of skills, expertise, and experience to the board, including diversity of gender and race. All directors, with the exception of Mr. Fowke, are independent.

Risk Management Effectively managing risk in a rapidly changing environment is critical to our success. Directors should have a sound understanding of the most significant risks facing the Company and the experience needed to provide effective oversight of risk management processes. All directors have experience in identifying and executing processes to mitigate risk.

CORPORATE GOVERNANCE

Finance Accurate financial reporting and auditing are critical to our success, and so we seek to have a number of directors who qualify as audit committee financial experts. Given the highly capital intensive nature of our business, we also seek directors who have experience overseeing large capital projects and complex financings. Directors Davis, Fowke, O'Brien, Owens, Policinski, Prokopanko, Williams, Wolf and Yohannes bring this expertise to our Board. Specialized expertise includes: Audit Committee Financial Expert (O'Brien, Williams, Wolf) Investment Oversight Expertise (Davis, Fowke, O'Brien, Policinski, Prokopanko, Williams, Wolf, Yohannes) Chief Financial Officer Experience (Fowke, O'Brien, Wolf)

Regulated Industry Our industry is heavily regulated and directly affected by government actions. Our operations are complex, and addressing rapidly changing industry issues has strategic implications. As such, we seek directors with experience working closely with government agencies, working in highly regulated businesses, or with experience in industries that require extensive permitting and community engagement to conduct business. Directors Davis, Fowke, O'Brien, Owens, Policinski, Prokopanko, Sheppard, Williams, and Yohannes have experience with companies where all or part of the business is highly regulated. Specific expertise includes: Utility and Energy Sector Expertise (Fowke, O'Brien, Owens, Sheppard, Yohannes) Chief Nuclear Officer Experience (Sheppard) Government Experience (Owens, Yohannes)

Environmental The production of energy has environmental impacts, and how we address rapidly evolving environmental regulation is critical to our business. Directors with experience in addressing complex environmental regulations or siting major facilities bring valuable expertise to our Board. Directors Fowke, O'Brien, Owens, Policinski, Prokopanko, Westerlund, Williams, and Yohannes have experience in environmental regulation or project siting.

CORPORATE GOVERNANCE

Customer & Community Given the essential service we provide, understanding the needs and interests of stakeholders is critical. Directors with experience in customer-facing industries bring valuable expertise as we prepare for a more competitive energy market. Likewise, a keen understanding of community issues and interests is important, as our success is tied to the success of the communities we serve. Each of our directors brings experience in this area, ranging from extensive community involvement through non-profit, business, and civic organizations, to specific expertise in consumer products industries. Specific experience includes: Non-Profit Board Governance (Casey, Davis, Fowke, O'Brien, Owens, Policinski, Prokopanko, Sampson, Sheppard, Westerlund, Williams, Wolf, Yohannes) Consumer-Facing Business Experience (Casey, Davis, Fowke, Policinski, Westerlund, Wolf)

Demographic Background

Our directors represent a diverse range of experience and backgrounds. Over the last several years, the GCN has focused on recruiting and recommending diverse candidates to complement current director demographics.

Demographic Background Our directors represent a diverse range of experience and backgrounds, who come together to govern Xcel Energy as an effective whole. The GCN Committee has focused on recruiting and recommending diverse candidates to complement current director demographics. The last three director additions were diverse candidates who have enhanced the diversity of our Board. * Directors on Board at time of merger are exempt from 15-year tenure limitation

CORPORATE GOVERNANCE

In addition to experience and expertise, the GCN Committee and Board consider several additional factors when assessing Board composition and director nominees: Independence Regular assessments of regulatory requirements, including potential competitive restrictions and interlocks Other positions and directorships held are considered Diversity Diversity of backgrounds, experience and thought is important in ensuring effective risk oversight Ethnicity, gender, age, disability, veteran status, sexual orientation, race, national origin, color, religion, creed, geographic representation, education and personality are considered Tenure and Board Refreshment Diversity in tenure creates good mix of perspectives Emerging business needs and desired skills are considered when evaluating potential Board candidates Independence is the foundation of good governance The Board reviews independence annually, when candidates are evaluated and upon position changes for an existing director Embracing diversity is one of our core corporate values Our Guidelines on Corporate Governance identify diversity as an important consideration when seeking candidates for the Board Longer-tenured directors bring a deep understanding of the Company Newer members bring fresh perspectives or expertise related to emerging issues.

Director Tenure

The Board believes that diversity in tenure creates a good mix of perspectives with longer-tenured directors bringing a deep understanding of the Company while others bring a fresh perspective and expertise helpful to keeping abreast of a changing industry. The GCN considers emerging business needs and desired skills when evaluating potential candidates. Over the past five years, the Board has added four new directors. As of the date of this proxy statement, the Board consists of 13 directors, whose tenure is shown below.

It is critical for the Company and shareholders to have a well-rounded, diverse Board that functions well as a whole. In evaluating director nominees, the GCN considers experience in the areas identified above and expects director nominees to have proven leadership skills, sound judgment, integrity and a commitment to the success of the Company. In addition, for incumbent directors, the GCN considers attendance, past performance on the Board and contributions to the Board and applicable committees.

Additional Board Information

New Director Nominee

The Board determined to expand the size of the Board in 2018 by one additional director and currently has a total of 13 members. The GCN reviewed the skills and expertise of the Board and determined the Board would benefit from an additional member with expertise in brand strategy and investor, corporate, and media relations. The GCN sought recommendations of the directors and

CORPORATE GOVERNANCE

during a conversation among the Chairman, the Lead Independent Director and the Chair of the GCN, they identified Ms. Casey (who had previously presented to the Board in her capacity as a consultant in 2012) as a potential candidate. After reviewing Ms. Casey’s qualifications and interviewing her, the GCN recommended her for election to the Board, which the Board approved in August 2018. Ms. Casey’s extensive experience in assisting and advising companies on consumer and reputational matters, digital engagement, stakeholder engagement and outreach, and crisis management brings valuable experience and insight to the Board and the Company, particularly as we strive to be increasingly consumer-focused and -driven.

We believe our slate of director nominees provides a well-rounded and well-qualified Board that collectively provides effective oversight and governance of the Company.

Director Independence

Each of our director nominees other than Mr. Fowke is independent. The Board has satisfied, and expects to continue to satisfy, its objective to have no more than two directors who are not independent serving on the Board at any time.

The Board determined director independence under the standards established by Nasdaq, which we have adopted with a four-year look back. In addition, a director who is an employee or representative of a significant supplier of any Xcel Energy business unit or legal entity will not be “independent” unless we entered into the relationship with the supplier as a result of competitive purchasing practices. When evaluating director independence, the Board has determined that the receipt of regulated electric and gas service from the Company does not constitute a material relationship.

The Board reviews ordinary course of business transactions in which directors have an interest as part of the Board’s annual independence review. The Board specifically considered the Company’s ordinary course transactions with U.S. Bancorp when determining Mr. Davis’ independence because Mr. Davis served as a director of U.S. Bancorp during the first four months of 2018. During 2018, U.S. Bancorp affiliates provided services to the Company, for which we paid U.S. Bancorp approximately $1.3 million, or less than .01 percent of U.S. Bancorp’s annual revenue. The services provided included trustee services, service as a non-lead participant for our and our subsidiaries’ syndicated revolving credit facilities and service as one of two co-lead underwriters, but not as the lead billing and delivery underwriter, on a public debt securities offering by one of our subsidiaries. U.S. Bank’s involvement with our revolving credit facilities and as an underwriter were not advisory in nature and did not involve access to strategic decision-making information. The Board considered the nature and relative size of the transactions, the lack of Mr. Davis’ personal involvement in the transactions and the routine commercial nature of such transactions. Based on its consideration of these factors, the Board determined that none of the transactions impaired Mr. Davis’ independence. In addition, none of the transactions were related-party transactions because Mr. Davis did not have a direct or indirect material interest in the listed transactions.

Likewise, the Board specifically considered the Company’s ordinary course transactions with Padilla when determining Ms. Casey’s independence due to her position as Chair of Padilla in 2018 and as CEO for a portion of 2018. During 2018, Padilla provided marketing and communication services to the Company, for which we paid Padilla less than ten thousand dollars. The services were not advisory in nature and did not involve access to strategic decision-making information. Due to the routine commercial nature and de minimis amount of the transactions, the Board determined that these transactions did not impair Ms. Casey’s independence. In addition, none of these transactions were related-party transactions because of their size and because Ms. Casey did not have a direct or indirect material interest in the listed transactions.

Director Attendance

During 2018 the Board met seven times, and the independent directors met in executive session without management present on six occasions. The average attendance for all directors at Board and committee meetings was 97.4 percent, with 10 of our directors attending 100 percent of Board and applicable committee meetings. Each director also attended a half-day strategy session and related executive session. We do not have a formal policy, but encourage our directors to attend the annual meeting of shareholders. All but one director attended the 2018 annual meeting.

Governing Documents

The following materials relating to our corporate governance can be found on our website at www.xcelenergy.com, under “Company — Investor Relations — Governance Documents” and are also available free of charge to shareholders who request them.

Shareholders may request our governing documents by writing our offices at: Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. We publish any amendments to the Code of Conduct and waivers of the Code of Conduct for our executive officers or directors on our website.

CORPORATE GOVERNANCE

Shareholder Recommendation of Directors

Any shareholder may recommend potential nominees to the GCN for consideration for membership on the Board. Recommendations can be made by sending a written statement of the qualifications of the recommended individual to the Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. Such recommendations should be received by October 1, 2019 to be considered for the 2020 annual meeting. The GCN will evaluate candidates recommended by shareholders on the same basis as it evaluates other candidates.

Proxy Access

In February 2016, we amended our bylaws to permit any shareholder (or group of no more than 20 shareholders) owning three percent or more of our common stock continuously for at least three years to nominate up to an aggregated limit of two candidates or 20 percent of our Board (whichever is greater) for inclusion in our proxy statement. Notice of such nominees for the 2020 annual meeting must be received no earlier than November 3, 2019 and no later than close of business on December 3, 2019. Notice should be addressed to the Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. Requirements for such nominations and nominees are detailed in our bylaws, which are available on our website at www.xcelenergy.com, under “Company — Investor Relations — Governance Documents”.

PROPOSAL NO. 1

Proposal No. 1

Election of Directors

Serving shareholders well is a key priority for your Board. We believe a well-qualified and diverse mix of directors best positions the Board to effectively govern and achieve strong results. Demonstrated leadership, judgment, and expertise, combined with diversity, integrity, and experience, are some of the important characteristics for Board members. Such characteristics are evaluated when considering director candidates.

Thirteen nominees have been recommended by the GCN and nominated by the Board. We believe this slate of directors brings not only the right expertise and experience to the Board, but also the right attributes to ensure constructive and free exchange of ideas and opinions with each other and with management.

Twelve of the thirteen nominees are Xcel Energy directors who were elected by shareholders at the 2018 annual meeting. In August, the Board elected to bring on the expertise and experience of Ms. Lynn Casey, whose background is detailed below.

Each nominee has agreed to be named in this proxy statement and to serve if elected. Should any nominee become unable to serve for any reason, the persons named as proxies reserve full discretion to vote “FOR” any other persons who may be recommended by the GCN and nominated by the Board, or the Board may reduce the number of nominees. If elected at the 2019 annual meeting, the nominees will hold office until the 2020 annual meeting and until their successors have been elected and qualified.

Vote Required

Each director shall be elected by majority vote, meaning a nominee must receive more votes “FOR” election than the votes cast “AGAINST.” Any director who does not receive a majority of the votes cast “FOR” election must offer his or her resignation for consideration by the Board under the process outlined on page 63. Proxies solicited by the Board will be voted “FOR” each of the nominees, unless a different vote is specified.

PROPOSAL NO. 1

Nominees

PROPOSAL NO. 1

PROPOSAL NO. 1

PROPOSAL NO. 1

PROPOSAL NO. 1

PROPOSAL NO. 1

PROPOSAL NO. 1

BENEFICIAL OWNERSHIP OF CERTAIN SHAREHOLDERS

Beneficial Ownership of Certain Shareholders

Share Ownership of Directors and Officers

The table below provides the beneficial ownership of our common stock as of March 21, 2019 for: (a) each director; (b) the executive officers named in the Summary Compensation Table; and (c) the directors and current executive officers as a group. Unless otherwise indicated, each person has sole investment and voting power (or shares such powers with his or her spouse) of the shares noted. None of the listed individual directors, officers, or director nominees beneficially owned more than one percent of our common stock. The directors and executive officers as a group beneficially owned less than one percent of our common stock on March 21, 2019. None of the shares owned by our directors or executives are subject to any type of pledge.

BENEFICIAL OWNERSHIP OF CERTAIN SHAREHOLDERS

Largest Owners of Xcel Energy’s Shares

The table below provides information as to each person or entity known to us to be the beneficial owner of more than five percent of our common stock:

PROPOSAL NO. 2

Proposal No. 2

Advisory Vote on Executive Compensation

Recommendation and Background

Our Board recognizes that performance-based executive compensation is an important element in driving long-term shareholder value. We are seeking shareholders’ views on the compensation of named executive officers identified in the Executive Compensation Tables section of this proxy statement through an advisory vote on the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s 2019 proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

The Company’s goal for its executive compensation program is to align executive leadership’s interests with those of our shareholders, customers and employees. The Board believes our executive compensation program satisfies this goal and is strongly aligned with the long-term interests of our shareholders.

Shareholders are urged to read the CD&A and other information included in the Executive Compensation Tables section of this proxy statement. The GCN and the Board believe that the information provided in these sections demonstrate that our executive compensation program aligns our executives’ compensation with our short-term and long-term performance and provides the compensation and incentives needed to attract, motivate and retain key executives who are crucial to our long-term success.

As an advisory vote, this proposal is not binding upon the Company. However, the GCN, which is responsible for designing and administering our executive compensation program, values the opinions expressed by shareholders in their vote on this proposal and will continue to consider the outcome of the vote when making future compensation decisions for named executive officers.

Vote Required

The Board will consider shareholders to have approved our executive compensation if the shares voted “FOR” the proposal exceed the shares voted “AGAINST.” Abstentions and broker non-votes will have no effect on this matter. Proxies solicited by the Board will be voted “FOR” the approval of our executive compensation, unless a different vote is specified.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

In this section, we describe the material components of our executive compensation program for 2018 for named executive officers (“NEOs”), who appear in the Summary Compensation Table and other compensation tables contained in this Proxy Statement.

Compensation Discussion and Analysis Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Highlights

2018 Performance

We are executing our strategy for long-term customer and shareholder value. Our successful track record positions us well as we continue to provide cleaner generation and the options customers want.

Financial Results

Continue to Improve Safety and Reliability

•  One-, three- and five-year TSR better than our peer group average   •  Met or exceeded ongoing EPS guidance for 14 consecutive years   •  Increased our dividend for 15 consecutive years

•  Improved gas emergency response time by 10% since 2017 and 28% since 2014   •  Solid nuclear operations with a 95.9% capacity factor, NRC Column 1 status, and all units with an INPO index of 100   •  Reduced OSHA injuries by 55% and DART by 59% since our Journey to Zero began in 2009

Lead the Clean Energy Transition

Keep Bills Low

Enhance the Customer Experience

•  Committed to producing carbon-free electricity by 2050   •  Reduced the carbon emissions from electricity serving our customers by 38% compared to 2005 levels

•  Average residential electricity bill has increased by less than 1% since 2013   •  Helped customers save more than 1,100 gigawatt hours through efficiency and conservation programs

•  Expanded our 100% renewable energy program options   •  Improved customer satisfaction performance and progress compared to other utilities, according to J.D. Power

2018 Compensation

No significant changes were made to our executive compensation program for 2018, which continues to be primarily variable compensation based on performance outcomes. We continue to monitor evolving best practices to ensure our talent needs for attraction, motivation and retention are met, and we continue to assess certain features of our programs compared to market practices.

Our operational and superior financial performance resulted in the following 2018 compensation outcomes:

Compensation Philosophy

Our executive compensation programs are designed to align the interests of our executives with the interests of our shareholders, customers and employees. Our compensation philosophy is based on the following principles:

Performance Based

Market Competitive

Equity-based Incentive

•  Majority of executive compensation is at risk, and pay is aligned with performance   •  Motivates achievement of financial, operational and stock price performance goals

•  Enables us to attract and retain talented leaders   •  Compares us to a 21-member industry peer group

•  Focuses on long-term shareholder value   •  Aligns executive interests with those of shareholders and rewards for strategic success

This philosophy, which includes significant emphasis on pay for performance, is applied consistently across all executives; however, individual compensation may be differentiated based on scope of responsibilities, experience, and contributions to Company results.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Practices

Our compensation practices for NEOs are outlined below. These practices reflect our compensation philosophy and help ensure sound corporate governance practices.

Impact of 2018 Say on Pay Vote

Each year, Xcel Energy provides shareholders with a non-binding “say-on-pay” vote on its executive compensation programs.

The GCN evaluated results of the say-on-pay vote, and in light of the broad shareholder support of our executive compensation programs, the GCN decided to maintain the core design of our compensation programs. The GCN will continue to consider the outcome of future say-on-pay votes, in addition to various other factors, when making future compensation decisions.

Establishing Compensation

Market Analysis

At the GCN’s request, Meridian, its independent compensation consultant, presented its annual market assessment comparing our executive compensation programs and compensation against our peer group for:

COMPENSATION DISCUSSION AND ANALYSIS

To provide a broad perspective of the competitive market, Meridian analyzed data for various market pay levels, including the 25^th, 50^th and 75^th percentiles. We consider compensation to be market competitive if it is within a competitive range of the median of the peer group.

For 2018, the GCN made pay decisions based on this annual market assessment of compensation and specific factors about each NEO, including individual performance, experience, internal equity, Company results, scope and responsibility, retention and the NEO’s role in succession planning.

The GCN exercises its independent judgment to approve the compensation level for the CEO. For all other executive officers, the GCN considers the CEO’s recommendation for setting compensation levels. The GCN approved compensation for the CEO and all other executive officers that is aligned with the Company’s overall compensation philosophy described above.

Peer Group

Our peer group of 21 U.S.-based publicly traded energy services companies is generally consistent from year to year (subject to changes resulting from mergers and acquisitions) and was developed by Meridian and approved by the GCN to approximate the competitive market in which we compete for talent. Peer group companies were selected primarily based on the following criteria:

In December 2017, at the time 2018 compensation was assessed:

Executive Compensation Elements

The following table provides information regarding the elements of total direct compensation for our NEOs in 2018:

COMPENSATION DISCUSSION AND ANALYSIS

Perquisites offered by the Company are very limited in nature and scope. In addition, we provide the following retirement and post-employment programs:

Mix of Total Compensation

We balance the mix of compensation to our NEOs by delivering a blend of short- and long-term incentives that are consistent with prevailing market practice and compensation philosophy. This approach has effectively resulted in 87 percent of total direct compensation for the CEO and 73 percent of total direct compensation for other NEOs to be in the form of variable compensation, with the remainder representing fixed compensation. The GCN and the Board believe this design encourages a balance of short- and long-range strategic thinking, which is important given the long-term nature of utility operations and the capital investment necessary for such operations.

The following charts illustrate the mix of total direct compensation for the CEO and other NEOs at target performance.

Overview of Target Total Compensation for 2018

For 2018, the GCN set each NEO’s base salary, target annual incentive and target long-term incentive awards, which are shown in the table below.

These compensation levels align and the mix of pay is competitive with the market for the utility industry.

COMPENSATION DISCUSSION AND ANALYSIS

Base Salary

Base salary provides a fixed element of regular income. The amount of base salary set by the GCN is competitive in the utility industry. A key consideration is the median base salary rates at peer companies, although the GCN has flexibility to review other relevant factors as outlined in our compensation philosophy. The base salaries for the NEO’s were, in aggregate, just above the median of base salaries of our peer companies.

Annual Incentive

Our annual incentive plan (“AIP”) is intended to reward our NEOs for the achievement of short-term performance goals. In February 2018, our management recommended AIP goals to the GCN based on an evaluation of prior corporate performance and available objective metrics and benchmarks. These goals were selected as they are aligned with our corporate operational priorities. In addition, they discourage short-term thinking or behavior that could threaten the value of the Company or the investment of its shareholders.

The GCN determined each NEO’s 2018 AIP payout in accordance with the following:

The table below discloses the GCN approved corporate operational goals and actual results for the AIP in 2018:

Annual incentive awards are, in part, based on ongoing EPS, as documented in Exhibit A, which can be adjusted for certain identified financial impacts. For 2018, no adjustments were made to ongoing EPS.

When ongoing EPS is below a certain threshold, awards will not be paid. If ongoing EPS is in the lower end of our original earnings guidance, or $2.37 to $2.42 per share, then operational results can be modified by a funding multiplier of 50 percent to 100 percent. If ongoing EPS is at the higher end of the original guidance range, or $2.43 per share or greater, then the operational results can be modified by a funding multiplier of 100 percent to 150 percent, not to exceed a 150 percent of target payout. For 2018, the Committee took into account overall operational performance and results as well as the superior ongoing EPS results when determining the funding multiplier, resulting in an award level of approximately 127 percent of target.

Superior financial performance is recognized and rewarded as a pre-defined percentage of each NEO’s target annual incentive award. For 2018, an additional 50 percent of target annual incentive awards were paid based on the achieved EPS result of $2.47 per share for 2018. When combined, the awards for NEOs were paid at approximately 177 percent of target.

COMPENSATION DISCUSSION AND ANALYSIS

Long-Term Incentives

Long-term incentive (“LTI”) awards are intended to reward NEOs for the achievement of long-term performance goals, shareholder value creation, and to retain critical talent. For 2018, our long-term incentive program had two components, which balanced these objectives:

Grant of 2018-2020 LTI Awards

Long-term incentive compensation is approximately 71 percent of the CEO’s target total direct compensation and 54 percent of the average of the other NEOs’ target total direct compensation and is primarily performance-based. Prior to vesting, long-term incentive awards may not be sold, encumbered or otherwise transferred by the participant. Stock earned under long-term incentive compensation is subject to our Stock Ownership Policy (see pages 40 to 41).

The following section describes the performance-based long-term incentive grants for the three-year period ending December 31, 2020.

Performance Shares based on the Company’s Relative TSR		Performance Shares based on Carbon Dioxide Emissions Reduction

For performance between percentiles, the number of performance shares earned shall be determined by straight line interpolation.

COMPENSATION DISCUSSION AND ANALYSIS

Restricted Stock Units Subject to Service-Based Vesting

In 2018, each NEO was granted RSUs that vest upon the third anniversary of the grant date, provided that the NEO remains continuously employed until such anniversary, subject to certain limited exceptions. RSUs serve as an important continuity and retention tool. Each RSU represents one share of our common stock.

Dividend equivalents are credited on each RSU during the vesting period to the same extent that dividends are paid on shares of our common stock, but such dividend equivalents are paid only to the extent the underlying RSU vests based on the satisfaction of the service requirement. Awards will vest on a pro rata basis for NEOs who are at least 55 years of age and have 10 years of service in the event that any such NEO leaves the company for any reason, other than with cause, during the term of the grant.

For 2018, the CEO was awarded 29,806 RSUs and the other NEOs were awarded from 4,184 to 6,004 RSUs.

The Performance Share and RSU grants are included in the Grants of Plan-Based Awards Table on page 46.

Settlement of 2016-2018 LTI Awards

For 2016, the long-term incentive program had two components — Performance Shares and Restricted Stock Units. The following section describes the results of these award grants for the three-year period ended December 31, 2018.

Performance Shares based on the Company’s Relative TSR		Performance Shares based on Three-year Average Carbon Dioxide Emissions Reduction

Restricted Stock Units Subject to Service-Based Vesting

In 2016, we granted each NEO RSUs that vested upon the third anniversary of the grant, provided such NEO remained continuously employed for the three-year period.

The CEO earned 35,746 RSUs and the other NEOs earned awards ranging from 5,393 to 7,581 RSUs, all of which included dividend equivalents credited over the three-year cycle.

The Performance Shares and RSUs awards that were earned are included in the Option Exercises and Stock Vested Table on page 48.

COMPENSATION DISCUSSION AND ANALYSIS

Retirement and Deferred Compensation Benefits

In 2018, the Company provided retirement benefits to executive officers under the Xcel Energy qualified and nonqualified pension plans. The role of the pension plans in executive compensation is the same as it is for other employees: to provide income during retirement and aid in the retention of qualified employees. The qualified pension plan benefits are based on earnings up to the Internal Revenue Service’s established limits and the benefit may be payable in a manner that results in individual income tax advantages. The nonqualified pension plan benefit is based on earnings, if any, above the same Internal Revenue Service limit. The 2018 Internal Revenue Service earnings limit was $275,000.

The Company maintains a Supplemental Executive Retirement Plan (“SERP”), which was closed to new participants in 2008. Benefits continue to accrue for Mr. Fowke who remains the sole participant in the SERP. The SERP provides a benefit to the participant, which is offset by the qualified and nonqualified pension plan benefits. Covered compensation for the purposes of calculating SERP benefits includes base salary and annual incentive awards. Long-term incentive payments are not included in covered compensation. The SERP benefit is valued as a 20-year annuity, but is payable as a lump sum after the participant’s termination of employment. Unreduced benefits are payable at age 62; benefits are payable as early as age 55, reduced 5 percent for each year that the benefit commencement date precedes age 62.

Each executive officer is eligible to participate in Xcel Energy’s 401(k) Savings Plan and Deferred Compensation Plan. The 401(k) plan allows executive officers, like other eligible employees, to defer a portion of their base salary up to certain IRS limits. The Deferred Compensation Plan also allows executive officers to defer all or a portion of their annual incentive award and all or a portion of their performance-based long-term incentive awards. For 2018, the Company matched 50 percent of base salary deferrals (up to 8 percent deferred), netting to a maximum 4 percent as the eligible matching contributions. One of the purposes of the Deferred Compensation Plan is to allow for a full employer matching contribution that cannot be contributed under the Company’s qualified retirement plans due to the Internal Revenue Service Code limitations.

Additional Compensation Program Features and Policies

Severance Policy

The Company provides severance benefits to NEOs in accordance with the Xcel Energy Senior Executive Severance and Change in Control Policy (as amended, the “Severance Policy”). The Board or the GCN may name additional participants. The GCN believes the Severance Policy provides a competitive severance benefit that retains key talent during a critical and potentially protracted period of uncertainty in the event the Company undergoes a change in control and the executive is not retained following the completion of such event. Outside of change in control situations, the Severance Policy also encourages executive officers to focus on the interests of Xcel Energy and its shareholders without undue concern that the officer will be terminated without compensation and benefits.

The benefits payable under the Severance Policy are discussed in more detail under Potential Payments Upon Termination or Change in Control beginning on page 52.

Employment Contracts

Neither our CEO nor any of our other executive officers have employment contracts.

Stock Ownership Requirements

Our Stock Ownership Policy is an important feature of our compensation philosophy that helps to ensure alignment of executive interests with those of our shareholders. The share ownership guideline for each executive is based on the executive’s position. Executives are expected to achieve the applicable ownership requirement within five years of the date they assume their current executive position by holding shares paid from incentives or by other methods.

If an executive is not in compliance with the ownership requirement within the required time period, the executive must elect to receive payment of any incentive awards in stock and must retain 100 percent of the net shares (after-tax) delivered to him or her until the ownership requirement is met.

COMPENSATION DISCUSSION AND ANALYSIS

As of March 21, 2019, all current NEOs have achieved, or are on track to achieve, the stated share ownership requirement by the date specified for achievement. All shares of common stock that the executive owns as well as amounts deferred into Xcel Energy stock fund in the Retirement Savings Plan and Deferred Compensation Plan count toward compliance with the ownership guidelines. The table below shows the value of shares of common stock and common stock equivalents that each NEO must hold by the required dates expressed as a multiple of base salary.

Equity Grant Practices

We follow these practices regarding the timing of equity compensation grants:

Sign-On Compensation

In order to attract top talent, the GCN will consider providing sign-on compensation for external hires. In connection with the hire of Mr. Carter, the GCN approved a sign-on bonus of $500,000, one-half of which was paid upon his hire and one-half of which will be paid upon the first anniversary of his hire, all of which is subject to repayment if Mr. Carter terminates his employment with our company prior to May 7, 2020 and therefore is a retention incentive. Mr. Carter also received certain sign-on incentive awards that are designed to align a meaningful portion of his compensation to common goals shared by other NEOs on terms consistent with the awards granted to other executive officers.

Hedging and Pledging

We prohibit the use of any hedging or similar transactions related to our shares for directors and all employees, including executives. In addition, the pledging of shares by executive officers and directors is only allowed if the executive officer or director receives approval from the securities trading policy committee prior to pledging the shares. No directors or executive officers have pledged shares of our common stock. The Board believes that these policies are consistent with our philosophy that senior executives’ and directors’ interests should be aligned with those of our long-term shareholders through equity ownership.

Recoupment

The Company has recoupment (or clawback) provisions in place to provide the right to recover certain payments made to executives or other employees as required by Dodd-Frank.

In addition, Xcel Energy may recover all or a portion of paid annual and long-term incentive awards:

Further, Xcel Energy may cancel outstanding and unvested LTI grants for individuals who were determined to be engaged in fraud or misconduct and whose actions resulted in, or were reasonably likely to result in, a material adverse impact to the Company, whether operational, financial or reputational.

COMPENSATION DISCUSSION AND ANALYSIS

Risk Assessment

Our compensation programs are designed to motivate performance while not promoting behaviors that create undue risk. The GCN considers several risk factors in establishing executive compensation programs, when setting compensation levels and when selecting measures and performance goals for the Company’s variable compensation programs. These factors include:

Deductibility of Executive Compensation under IRC Section 162(m)

Beginning January 1, 2018, as a result of the passage and signing of the Tax Reform and Jobs Act, the $1,000,000 limitation on deductible compensation will apply to the chief executive officer, chief financial officer, the three highest compensated executive officers (other than the CEO and CFO) and anyone who previously was a covered person under such rules. In addition, beginning January 1, 2018, the exemption for performance-based compensation was eliminated, except for certain written binding contracts that were in effect on November 2, 2017 that are not modified in any material respect on or after that date. The GCN expects to continue granting compensation designed to achieve the objectives described above under Compensation Philosophy even if such amounts are not deductible.

REPORT OF THE COMPENSATION COMMITTEE

Report of the Compensation Committee

The GCN, in its capacity as the compensation committee of the Board, has reviewed and discussed with management the CD&A in this proxy statement. Based on the review and discussions referred to above, the GCN recommended to the Company’s Board that the CD&A be included in the Company’s proxy statement on Schedule 14A.

Compensation Committee

Richard K. Davis, Chair

Christopher J. Policinski

James T. Prokopanko

James J. Sheppard

David A. Westerlund

EXECUTIVE COMPENSATION TABLES

Executive Compensation Tables

Summary Compensation Table

The following table summarizes the primary elements of compensation paid or granted to our named executive officers. See the CD&A above for a description of our executive compensation program to gain an understanding of the information disclosed in this and the following tables.