¨	Preliminary Proxy Statement

¨	Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material under §240.14a-12

x	No fee required.

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¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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•	WEC Energy Group’s long-term goal to reduce carbon dioxide emissions by approximately 80 percent below 2005 levels by 2050;

•	Reshaping the Company’s generation fleet by balancing the need for energy resilience and fuel diversity with customer preferences and environmental objectives;

•	Investment in renewable energy projects that will add carbon-free resources to our generating fleet, and others that bolster our energy infrastructure segment;

•	Capital spending for projects centered on upgrading reliability, customer service, and information technology systems; and

•	Regulatory and legislative priorities at the state and federal levels, from tax reform to climate change.

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•	Record earnings from operations and solid dividend growth;

•	More cash returned to stockholders than any other year in Company history;

•	Recognition as “most reliable” electric utility in the region and number one in the country for customer satisfaction among key accounts;

•	Highest spending with diverse suppliers in Company history;

•	Closure of nearly 1,500 megawatts of older, less efficient, coal-fired generation, reducing operating and maintenance costs by approximately $50 million annually;

•	Increased dividend for 16th consecutive year (2004-2019); and

•	Eleven all-time trading highs for WEC common stock.

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•	Each nominee has consented to being nominated and to serve if elected. In the unlikely event that any nominee becomes unable to serve for any reason, the proxies will be voted for a substitute nominee selected by the Board upon the recommendation of the Corporate Governance Committee of the Board.

•	Directors John F. Bergstrom and William J. Brodsky complete their service as directors in 2019 and thus will not serve as nominees for re-election at the 2019 annual meeting of stockholders. The Company sincerely thanks them for their many important contributions, leadership and years of dedicated service.

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•	To be eligible for consideration, the Board believes that any proposed candidate must demonstrate certain minimum qualifications, which the Corporate Governance Committee reviews annually:

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•

While the Corporate Governance Committee does not have a specific policy with regard to the consideration of diversity in identifying director nominees, it strives to cast a wide net and recommend candidates who each bring a unique perspective to the Board in order to contribute to a collective diversity - diversity of knowledge, skills, experiences, thought, gender, ethnicity, tenure, and maturity.

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Directors’ qualifications are also evaluated in the context of the Board’s strategic initiatives, financial and operational performance objectives, and material risks. With that in mind, the Corporate Governance Committee and Board have determined through the Board succession planning process that the Board’s composition should consist of candidates that collectively possess a specific set of core competencies as listed in the Proxy Summary on P-10, in order to effectively carry out its oversight function.

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•	Direct engagement by senior management with the Company’s stockholders to discuss issues of interest, including corporate governance, executive compensation, and corporate responsibility practices. These conversations are reported to the Board and are taken into consideration when reviewing and modifying governance and compensation practices and policies.

•	Investor presentations conducted at analyst meetings and investor conferences across the U.S., Canada, and Europe.

•	CEO, CFO, and other senior management meetings and conference calls with stockholders to discuss corporate strategy, financial and business performance, and to update stockholders on key developments.

•	Invitations to investors to listen to Webcasts of the Annual Meeting and quarterly earnings conference calls, and to view the annual report, news releases, Securities and Exchange Commission ("SEC") filings, and other significant corporate publications on our Website.

•	The opportunity to attend and voice opinions at our Annual Meeting.

•	The ability for stockholders to submit stockholder proposals and director nominees, and to formally nominate director candidates using proxy access as permitted under our bylaws.

•	Annual election of directors, who are elected by majority vote in uncontested elections.

•	Annual advisory vote on our executive compensation program (“say-on-pay”).

•	Strong Board committee structure, which allows the Board to focus on issues that matter most to our stockholders, including consideration of previous stockholder votes on say-on-pay, director elections, and other matters when developing policies and practices.

•	Process for stockholders to directly correspond with individual directors via the Corporate Secretary page P-31.

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•	presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the

•	serves as liaison between the CEO and the independent directors under most circumstances, although each individual director has full access to the CEO;

•	has authority to call meetings of the independent directors;

•	reviews and provides input to meeting agendas for the Board and its Committees;

•	reviews meeting schedules to assure there is sufficient time for discussion of all agenda items;

•	reviews all proposed changes to committee charters; and

•	leads the annual Board evaluation.

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•	40 percent reduction below 2005 levels by 2030

•	80 percent reduction below 2005 levels by 2050

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•	Since 2008, the total number of OSHA-recordable and lost-time incidents have been reduced by 59 and 51 percent, respectively.

•	Forbes included WEC Energy Group in its 2019 ranking of ‘Best Employers for Diversity’ and in its 2017 ranking of ‘America’s Best Employers.’

•	We conducted a Company-wide, confidential employee engagement survey in 2018 to gauge employees' perceptions of their work, their leadership and the Company as a whole; leadership is using the results to actively address areas where the need for improvement was identified.

•	Again in 2018, WEC was recognized by Corporate Responsibility Magazine as one of the 100 best corporate citizens in America.

•	In 2018, We Energies was named the most reliable utility in the Midwest for the eighth consecutive year by PA Consulting Group.

•	Our companies spent more than $263.1 million in 2018 with certified minority-, women-, veteran- or service disabled-owned businesses, a nearly 50 percent increase over 2016.

•	In 2019, the Company will issue its 18th annual Corporate Responsibility Report, covering our ESG performance in 2018.

•	In 2019, the Company will issue its first report focused on climate change.

•	For more than a decade, the Company has disclosed information regarding operations and ESG goals, risks and opportunities to CDP; the 2018 survey responses on climate and water can be found on the Company’s website.

•	The Company contributed to Edison Electric Institute’s development of a template designed to make ESG metrics and information more accessible to investors and comparable across the electric sector.

•	See the Corporate Responsibility section of our website for more details: www.wecenergygroup.com/csr

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•	is equitable based upon the work required of directors serving an entity of the Company’s size and scope, and

•	ties the majority of director compensation to stockholder interests because the value of the equity awards fluctuates depending upon the Company’s stock price.

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(1)	Other than Mr. Cunningham (2,175 shares), Mr. Farrow (2,114 shares), and Mr. Leverett (23,248 shares), each director listed in this table held 4,828 shares of restricted stock as of the close of business on December 31, 2018.

(2)	Effective October 10, 2018, Mr. Leverett resigned his position as President of WEC Energy Group but continues to serve as a member of the Board. Mr. Leverett did not receive any non-management director compensation during 2018. All compensation that Mr. Leverett received during 2018 for serving as an executive officer is reported in the "Summary Compensation Table" on page P-52.

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•	offer a competitive, performance-based plan;

•	enable the Company to attract and retain key individuals;

•	reward achievement of the Company’s short-term and long-term goals; and

•	align with the interest of the Company’s stockholders and customers.

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•	WEC Energy Group was again recognized in 2018 by Corporate Responsibility Magazine as one of the 100 best corporate citizens in America.

•	PA Consulting Group named We Energies the most reliable utility in the Midwest for the eighth year in a row.

•	Set a new long-term goal to reduce carbon dioxide emissions below 2005 levels by 80% by 2050.

•	Closed nearly 1,500 megawatts of older, less efficient coal-fired generation.

•	Spent $263.1 million with qualified women-, minority-, and veteran- or service disabled- owned businesses, the highest spending with diverse suppliers in the Company’s history.(2)

•	Wisconsin Public Service Corporation ("WPSC") was named as a 2018 Most Trusted Utility Brand by Market Strategies International.

•	All major utility subsidiaries either met or exceeded our overall customer satisfaction targets.(2)

•	Continued to grow the Company’s non-utility energy infrastructure segment, acquiring majority interests in three different wind farms with a total investment of approximately $587 million. Filed with the Public Service Commission of Wisconsin for approval for WPSC to partner with Madison Gas & Electric on two major solar projects in Wisconsin, where WPSC would own 100 megawatts of each project.

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•	Diversified, technically sophisticated utility operations (e.g., multiple utilities, electric utilities);

•	Minimal non-regulated business; and/or

•	Operates in the Midwest.

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(1)

Mr. Klappa retired as CEO on May 1, 2016, but continued to serve as the Non-Executive Chairman of the Company’s Board. After Mr. Leverett suffered a stroke in October 2017, the Company’s Board appointed Mr. Klappa Chairman and CEO while Mr. Leverett recovered from his stroke. Mr. Klappa served in these roles until February 1, 2019, at which time he began serving as Executive Chairman. Mr. Fletcher, who was appointed to serve as President of WEC Energy Group on October 9, 2018, was appointed President and Chief Executive Officer of the Company effective February 1, 2019.

(2)	Mr. Kuester, who was named Senior Executive Vice President effective March 1, 2018, and Ms. Kelsey, who was named Executive Vice President, General Counsel and Corporate Secretary effective January 1, 2018, became named executive officers in 2018. Therefore, no information has been provided for 2016 or 2017 for either officer.

(3)

Mr. Leverett, who had been recovering from a stroke he suffered in October 2017, resigned as President effective October 10, 2018. Pursuant to the Company’s standard medical leave policy, Mr. Leverett received 100% of his annual base salary until March 26, 2018, at which time he started receiving 80% of his base pay. Upon his resignation as President, Mr. Leverett began receiving payments under certain benefit plans of the Company, which are reflected in the All Other Compensation column. Mr. Leverett’s annual incentive award under the STPP, included in the Non-Equity Incentive Plan Compensation column, was prorated to reflect the number of days Mr. Leverett served as President in 2018.

(4)	Mr. Keyes resigned as Executive Vice President, Strategy and from his other officer positions with WEC Energy Group and its subsidiaries effective September 14, 2018, but remained an employee of the Company until January 4, 2019 to help transition his responsibilities.

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(5)

The amounts reported reflect the aggregate grant date fair value, as computed in accordance with FASB ASC Topic 718 excluding estimated forfeitures, of performance units and/or restricted stock awarded to each NEO in the respective year for which such amounts are reported. The amounts reported for the performance units are based upon the probable outcome as of the grant date of associated performance and market conditions, and are consistent with our estimate, as of the grant date, of aggregate compensation cost to be recognized over the three-year performance period. The actual value received by the executives from these awards may range from $0 to greater than the reported amounts, depending upon the Company’s performance and the executive’s number of additional years of service with the Company.

(6)

The amounts reported reflect the aggregate grant date fair value, as computed in accordance with FASB ASC Topic 718 excluding estimated forfeitures, of options awarded to each NEO in the respective year for which such amounts are reported. The actual value received by the executives from these awards may range from $0 to greater than the reported amounts, depending upon Company performance. In accordance with FASB ASC Topic 718, we made certain assumptions in our calculation of the grant date fair value of the stock options. See “Stock Options” in Note 1(k) -- Stock-Based Compensation, in the Notes to Consolidated Financial Statements in our 2018 Annual Report on Form 10-K for a description of these assumptions. For 2018, the assumptions made in connection with the valuation of the stock options are the same as described in Note 1(k), except that the expected life of the options is 7.7 years for Messrs. Lauber, Leverett, and Keyes, and Ms. Kelsey, 4.3 years for Messrs. Klappa and Fletcher, and 3.5 years for Mr. Kuester. Mr. Kuester’s options were granted effective March 1, 2018 as compared to the grant date of January 2, 2018 for the other NEOs. The change in the expected life of the options as set forth in Note 1(k) resulted from the fact that Messrs. Klappa, Fletcher, and Kuester are “retirement eligible” as of the grant date, and Messrs. Lauber, Leverett, and Keyes, and Ms. Kelsey, were not, whereas the assumption described in Note 1(k) is a weighted average of all option holders.

(7)	Consists of the annual incentive compensation earned under WEC Energy Group’s STPP.

(8)

The amounts reported for 2018, 2017, and 2016 reflect the aggregate change in the actuarial present value of each applicable NEO’s accumulated benefit under all defined benefit plans from December 31, 2017 to December 31, 2018, December 31, 2016 to December 31, 2017, and December 31, 2015 to December 31, 2016, respectively. The amounts reported for all three years also include above-market earnings on compensation that is deferred by the NEOs into the Prime Rate Fund under WEC Energy Group’s Executive Deferred Compensation Plan. Above-market earnings represent the difference between the interest rate used to calculate earnings under the Plan and 120% of the applicable federal long-term rate prescribed by the Internal Revenue Code. The amounts earned for 2018 are shown below.

(9)

During 2018, each NEO received financial planning services and the cost of an annual physical exam; Messrs. Klappa, Lauber, Fletcher, and Leverett were provided with membership in a service that provides healthcare and safety management when traveling outside the United States; Mr. Leverett received reimbursement for club dues. In 2018, the Company paid $78,181 for the lease of an apartment and related parking costs for Mr. Kuester as he transitioned from retirement back to Milwaukee, Wisconsin and into his new role as Senior Executive Vice President. Although Mr. Klappa utilized the benefit of spousal travel for business purposes in 2018, there was no associated cost to the Company as Mr. Klappa was not eligible to receive reimbursement for taxes paid on imputed income attributable to him for such travel.

(10)	For Mr. Klappa, the amount reported in All Other Compensation for 2018 includes $23,453 attributable to WEC Energy Group’s Directors’ Charitable Awards Program in connection with Mr. Klappa’s service on the Company’s Board. See “Director Compensation” for a description of the Directors’ Charitable Awards Program.

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•	Employer matching of contributions into the WEC Energy Group 401(k) plan in the amount of $11,000 for Messrs. Klappa, Lauber, Fletcher, and Keyes; $10,625 for Messrs. Kuester and Leverett; and $10,434 for Ms. Kelsey;

•	Employer contributions into the WEC Energy Group 401(k) plan in the amount of $16,500 for Messrs. Klappa and Kuester, and Ms. Kelsey, and into the WEC Energy Group Non-Qualified Retirement Savings Plan in the amount of $69,000 for Mr. Klappa, $20,043 for Mr. Kuester, and $26,674 for Ms. Kelsey. These payments are in lieu of participation in the Company’s pension plan;

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“Make-whole” payments under the Executive Deferred Compensation Plan that provides a match at the same level as the WEC Energy Group 401(k) plan (4% for up to 7% of wages) for all deferred salary and bonus not otherwise eligible for a match in the amounts of $46,000 for Mr. Klappa, $42,239 for Mr. Lauber, $33,700 for Mr. Fletcher, $16,914 for Ms. Kelsey, $143,089 for Mr. Leverett, and $46,557 for Mr. Keyes;

•	Payments in the amount of $128,817 to Mr. Kuester under a previous consulting agreement with WEC Energy Group for services he provided in January and February 2018, prior to being named Senior Executive Vice President;

•	Payments under a supplemental long-term benefit plan in the amount of $200,108 for Mr. Leverett; and

•	Tax reimbursements or “gross-ups” for all applicable perquisites in the amounts of $7,202 and $14,454 for Messrs. Lauber and Leverett, respectively.

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(1)	Other than with respect to Mr. Kuester, on December 7, 2017, the Compensation Committee awarded the 2018 option, restricted stock, and performance unit grants effective the first trading day of 2018 (January 2, 2018). On February 23, 2018 the Compensation Committee awarded Mr. Kuester option and restricted stock grants effective March 1, 2018.

(2)	Non-equity incentive plan awards consist of annual incentive awards under WEC Energy Group’s STPP. For a more detailed description of the STPP, see the Compensation Discussion and Analysis.

(3)

Consists of performance units awarded under the WEC Energy Group Performance Unit Plan. WEC Energy Group’s Performance Unit Plan provides for short-term dividend equivalents. The number of performance units awarded will be increased as of any date that WEC Energy Group declares a cash dividend on its common stock by the amount of short-term dividend equivalents awarded. In effect, short-term dividend equivalents will be credited and accumulated as reinvested dividends on each performance unit so that the performance units and accumulated dividends will be paid out at the end of the performance units’ three-year performance period, contingent upon the Company’s performance. Therefore, the number of performance units reported at each of the threshold, target, and maximum levels in this table will increase by the number of short-term dividend equivalents earned. In addition, these amounts do not reflect any potential impact of the Company’s performance against the Additional Performance Measure. For a more detailed description of the performance units, short-term dividend equivalents and Additional Performance Measure, see the Compensation Discussion and Analysis.

(4)	Consists of restricted stock awarded under the 1993 Omnibus Stock Incentive Plan. For a more detailed description of the terms of the restricted stock, see the Compensation Discussion and Analysis.

(5)	Consists of non-qualified stock options to purchase shares of WEC Energy Group common stock pursuant to the 1993 Omnibus Stock Incentive Plan. For a more detailed description of the terms of the options, see the Compensation Discussion and Analysis.

(6)	The exercise price of the option awards is equal to the fair market value of WEC Energy Group’s common stock on the date of grant. Fair market value is the average of the high and low prices of WEC Energy Group common stock, which is listed on the New York Stock Exchange, reported by Bloomberg, LLP on the grant date.

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(1)	All options reported in this column were granted ten years prior to their respective expiration date and vest 100% on the third anniversary of the grant date. Upon his separation from the Company effective January 4, 2019, Mr. Keyes forfeited the 29,800 and 24,825 options that expire on January 3, 2027 and January 2, 2028, respectively.

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(2)

Effective January 4, 2016, Messrs. Lauber, Fletcher, Leverett, and Keyes were granted restricted stock awards of 585; 1,239; 7,173; and 3,276 shares, respectively, which began vesting in three equal annual installments on January 4, 2017. Effective May 2, 2016, Mr. Leverett was granted a restricted stock award of 3,186 shares, which began vesting in three equal annual installments on May 2, 2017. Effective May 2, 2016, Mr. Klappa was granted a restricted stock award of 2,858 shares for his service as Non-Executive Chairman of the Company’s Board of Directors, which will vest 100% on May 2, 2019. Effective January 3, 2017, Messrs. Lauber, Fletcher, Leverett, and Keyes were granted restricted stock awards of 1,719; 1,722; 12,975; and 2,958 shares, respectively, which began vesting in three equal annual installments on January 3, 2018. Effective January 2, 2018, Messrs. Lauber, Fletcher, Leverett, and Keyes, and Ms. Kelsey, were granted restricted stock awards of 2,439; 1,479; 11,145; 2,289; and 1,695 shares, respectively, which began vesting in three equal annual installments on January 2, 2019. Effective January 2, 2018, Mr. Klappa was granted a restricted stock award of 57,008 shares, which vested 100% on January 2, 2019. Effective March 1, 2018, Mr. Kuester was granted a restricted stock award of 24,609 shares which vested 100% on March 1, 2019. The vesting of the restricted stock granted to Messrs. Lauber, Fletcher, and Keyes, and Ms. Kelsey, may be accelerated in connection with a termination of employment due to a change in control, death or disability, or by action of the Compensation Committee. Upon his separation from the Company effective January 4, 2019, Mr. Keyes forfeited all unvested shares of restricted stock.

(3)

The number of performance units reported were awarded in 2017 (first line) and 2018 (second line) and vest at the end of the three-year performance period ending December 31, 2019 and December 31, 2020, respectively. The number of performance units reported and their corresponding value are based upon a payout at the maximum amount for both 2017 and 2018. The number and value of the 2017 performance units includes performance units resulting from the grant of short-term dividend equivalents and Achievement of the Additional Performance Measure in 2017 and 2018. The number and value of the 2018 performance units includes performance units resulting from the grant of short-term dividend equivalents and achievement of the Additional Performance Measure in 2018.

(1)	Value realized upon the exercise of options is determined by multiplying the number of shares received upon exercise by the difference between the market price of WEC Energy Group common stock at the time of exercise and the exercise price.

(2)	Reflects the number of shares of restricted stock that vested in 2018 (first line) and, the number of performance units that vested as of December 31, 2018, the end of the applicable three-year performance period (second line). The performance units were settled in cash.

(3)	Restricted stock value realized is determined by multiplying the number of shares of restricted stock that vested by the fair market value of WEC Energy Group common stock on the date of vesting. We compute fair market value as the average of the high and low prices of WEC Energy Group common stock reported by Bloomberg, LLP on the vesting date.

(4)	Performance units value realized is determined by multiplying the number of performance units that vested by the closing market price of WEC Energy Group common stock on December 31, 2018, the last trading day of the year.

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(1)

Years of service are computed as of December 31, 2018, the pension plan measurement date used for financial statement reporting purposes. Messrs. Fletcher and Leverett have been credited with 34.58 and 14.5 years of service, respectively, pursuant to the terms of their Individual Letter Agreements ("ILAs"). Prior to his retirement in May 2016, Mr. Klappa was credited with 25.67 years of service pursuant to the terms of his ILA. Prior to his retirement in January 2013, Mr. Kuester was credited with 31.16 years of service pursuant to the terms of his ILA. The increase in the aggregate amount of each of Messrs. Klappa’s, Fletcher’s, Kuester’s, and Leverett’s accumulated benefit under all of WEC Energy Group’s retirement plans resulting from the additional years of credited service is $20,981,171, $4,460,712, $8,192,804, and $10,536,282, respectively.

(2)	Upon his retirement in May 2016, Mr. Klappa’s ILA terminated. At that time, the number of years of credited service and the accumulated benefit effectively transferred to the WEC Energy Group Plan and the SERP. Payments related to the ILA were actually paid under the WEC SERP. Mr. Klappa is not accruing additional benefits under these plans in connection with his current service.

(3)	Upon his retirement in January 2013, Mr. Kuester’s ILA terminated. At that time, the number of years of credited service and the accumulated benefit effectively transferred to the WEC Energy Group Plan and the SERP. Payments related to the ILA were actually paid under the WEC SERP. Mr. Kuester is not accruing additional benefits under these plans in connection with his current service.

(4)	Ms. Kelsey is not eligible to receive pension benefits under the WEC Energy Group Plan.

(5)	The key assumptions used in calculating the actuarial present values reflected in this column are:

•	Earliest projected unreduced retirement age based upon projected service:

–	For Mr. Klappa, age 65.67 (actual age at retirement).

–	For Mr. Lauber, age 60.

–	For Mr. Fletcher, age 65.

–	For Mr. Kuester, age 62.42 (actual age at retirement).

–	For Mr. Leverett, age 60.

–	For Mr. Keyes, age 55.58.

•	Discount rate of 4.30%.

•	Cash balance interest crediting rate of 5.00%.

•	Form of payment:

–	Mr. Klappa's actual form of payment elected at retirement: WEC Energy Group Plan, SERP, and ILA - Single Life annuity

–	Mr. Lauber: WEC Energy Group Plan 50% lump sum / 50% life annuity; SERP - Life annuity

–	Messrs. Fletcher and Keyes: WEC Energy Group Plan 50% lump sum / 50% life annuity; SERP and ILA - Life annuity.

–	Mr. Kuester’'s actual form of payment elected at retirement: WEC Energy Group Plan - Lump Sum; SERP and ILA - 50% Joint & Survivor annuity

–	Mr. Leverett: WEC Energy Group Plan 50% lump sum / 50% life annuity; SERP and ILA - 5 annual installments.

•	Mortality Table, for Messrs. Klappa’s, Lauber’s, Fletcher’s, Kuester’s life annuity, and Leverett’s actuarial 5 annual installments - RP2014/ Male/White Collar with modified MP2017 projection.

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(6)

WEC Energy Group’s pension benefit obligations to Messrs. Klappa, Fletcher, Kuester, and Leverett will be partially offset by pension benefits they are entitled to receive from their former employers. The amounts reported for Messrs. Klappa, Fletcher, Kuester, and Leverett, represent only WEC Energy Group’s obligation of the aggregate actuarial present value of each of their accumulated benefit under all of the plans. The total aggregate actuarial present value of each of Messrs. Klappa’s, Fletcher’s, Kuester’s, and Leverett's accumulated benefit under all of the plans is $31,010,886, $8,054,982, $13,374,898, and $17,861,925, respectively, $4,532,492, $2,278,437, $3,238,604, and $641,416 of which we estimate the prior employer is obligated to pay. If Messrs. Klappa, Fletcher, Kuester, and Leverett’s former employer becomes unable to pay its portion of his respective accumulated pension benefit, WEC Energy Group may be obligated to pay the total amount.

(7)	Messrs. Klappa and Kuester continued to receive retirement benefits under the SERP; however, payments under the WEC Energy Group Plan were suspended for Mr. Klappa at the time he resumed his role as an executive officer with the Company. Mr. Kuester’s entire WEC Energy Group Plan balance was previously paid in the form of a lump sum; therefore no further benefit exists for him in this plan.

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(1)	All of the amounts are reported as compensation in the "Summary Compensation Table" of this proxy statement.

(2)

$227,270, $693,245, $3,556,960, and $2,678,095 of the reported amounts were reported as compensation in the Summary Compensation Tables in prior proxy statements for Messrs. Lauber, Fletcher, Leverett, and Keyes, respectively. Messrs. Klappa and Kuester reported $6,931,246 and $2,350,309, respectively, in the Summary Compensation Tables in prior proxy statements. The amounts reported in this column for Messrs. Klappa and Kuester are lower than these previously reported amounts because Messrs. Klappa and Kuester have been receiving distributions

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•	accrued but unpaid base salary and, for termination by death or disability, prorated annual incentive compensation;

•	401(k) plan and EDCP account balances;

•	the WEC Energy Group Plan cash balance;

•	in the case of death or disability, full vesting in all outstanding stock options, restricted stock, and performance units (otherwise, the ability to exercise already vested options within three months of termination) as well as vesting in the SERP and ILAs; and

•	if voluntary termination occurs after age 60, such termination is treated as a normal retirement.

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•	in anticipation of or following a change in control by the Company for any reason, other than cause, death, or disability;

•	by Mr. Leverett for good reason in anticipation of or following a change in control; or

•	by Mr. Leverett within six months after completing one year of service following a change in control.

•	a lump sum severance payment equal to three times the sum of Mr. Leverett’s highest annual base salary in effect for the three years preceding his termination and highest bonus amount;

•	three years continuation of health and certain other welfare benefit coverage and eligibility for retiree health coverage thereafter;

•	a payment equal to the value of three additional years of participation in the applicable qualified and non-qualified retirement plans based upon the higher of (1) the annual base salary in effect at the time of termination, and (2) any salary in effect during the 180 day period preceding termination, plus the highest bonus amount;

•	a payment equal to the value of three additional years of Company match in the 401(k) plan and EDCP;

•	full vesting in all outstanding stock options, restricted stock, and other equity awards;

•	401(k) and EDCP account balances;

•	certain financial planning services and other benefits; and

•	a "gross up" payment should any payments under the agreement trigger federal excise taxes under the "parachute payment" provisions of the tax law.

(1)	if any person or group acquires WEC Energy Group common stock that constitutes more than 50% of the total fair market value or total voting power of WEC Energy Group;

(2)	if any person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) WEC Energy Group common stock that constitutes 30% or more of the total voting power of WEC Energy Group;

(3)	if a majority of the members of WEC Energy Group’s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of WEC Energy Group’s Board before the date of appointment or election; or

(4)	if any person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) assets from WEC Energy Group that have a total gross fair market value equal to or

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•	an entity that is controlled by the stockholders of the transferring corporation;

•	a stockholder of WEC Energy Group in exchange for or with respect to its stock;

•	an entity of which WEC Energy Group owns, directly or indirectly, 50% or more of its total value or voting power; or

•	a person or group (or an entity of which such person or group owns, directly or indirectly, 50% or more of our total value or voting power) that owns, directly or indirectly, 50% or more of the total value or voting power of WEC Energy Group.

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(1)

Audit Fees consist of fees for professional services rendered in connection with: (1) the audits of the annual financial statements of the Company and its subsidiaries, (2) the audits of the effectiveness of internal control over financial reporting, and (3) other non-recurring audit work. This category also includes reviews of financial statements included in Form 10-Q filings of the Company and its subsidiaries and services provided in connection with statutory and regulatory filings or engagements.

(2)	Audit-Related Fees consist of fees for professional services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” No such services were received from Deloitte & Touche LLP in 2018 or 2017.

(3)	Tax Fees consist of fees for professional services rendered with respect to federal and state tax compliance and tax advice. This can include preparation of tax returns, claims for refunds, payment planning, and tax law interpretation.

(4)	All Other Fees consist of costs for certain employees to attend accounting/tax seminars hosted by Deloitte & Touche LLP plus the subscription cost for the use of a Deloitte & Touche LLP accounting research tool.

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(1)	Information on beneficially owned shares is based on data furnished by the specified persons and is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, as required for purposes of this proxy statement. It is not necessarily to be construed as an admission of beneficial ownership for other purposes.

(2)

Certain directors, NEOs, and other executive officers also hold share units in the WEC Energy Group phantom common stock account under WEC Energy Group’s deferred compensation plans as indicated: Mr. Bergstrom (72,527), Ms. Bowles (1,503), Mr. Budney (7,118), Mr. Culver (101,447), Mr. Cunningham (1,461), Mr. Fischer (7,593), Ms. Kelsey (3,083), Mr. Keyes (1,148), Mr. Lauber (1,223), Mr. Leverett (80), Mr. Payne (2,114), Ms. Stanek (25,665), and all directors and executive officers as a group (258,523). Share units are intended to reflect the performance of WEC Energy Group common stock and are payable in cash. While these units do not represent a right to acquire WEC Energy Group common stock, have no voting rights, and are not included in the number of shares reflected in the “Shares Owned” column in the table above, the Company listed them in this footnote because they represent an additional economic interest of the directors, NEOs, and other executive officers that is tied to the performance of WEC Energy Group common stock.

(3)

Each individual has sole voting and investment power as to all shares listed for such individual, except the following individuals have shared voting and/or investment power (included in the table above) as indicated: Mr. Bergstrom (6,000), Mr. Brodsky (41,050), Mr. Budney (902), Mr. Fischer (37,195), Mr. Klappa (5,000), Mr. Knueppel (16,410), Mr. Leverett (66,511), Ms. Stanek (2,601), and all directors and executive officers as a group (175,669).

(4)

The directors and executive officers hold shares of restricted stock (included in the table above) over which the holders have sole voting but no investment power: Mr. Bergstrom (1,981), Ms. Bowles (1,981), Mr. Brodsky (1,981), Mr. Budney (1,981), Ms. Chadwick (1,981), Mr. Culver (1,981), Mr. Cunningham (1,981), Mr. Farrow (1,981), Mr. Fischer (1,981), Mr. Fletcher (5,469), Ms. Kelsey (2,887), Mr. Klappa (18,565), Mr. Knueppel (1,981), Mr. Kuester (48,586), Mr. Lauber (4,864), Mr. Leverett (12,817), Mr. Payne (1,981), Ms. Stanek (1,981), and all directors and executive officers as a group (126,739).

(5)	None of the shares beneficially owned by the directors, NEOs, or all directors and executive officers as a group are pledged as security.

(6)	Represents approximately 0.75% of total WEC Energy Group common stock outstanding on January 31, 2019.

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(1)	Filed on behalf of itself and certain of its subsidiaries.

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•	By Internet. The Company encourages you to vote this way.

•	By toll-free, touch-tone telephone.

•	By completing and mailing your proxy card.

•	By written ballot at the Meeting.

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•	Entering a new vote by Internet or phone;

•	Returning a later-dated proxy card;

•	Voting in person at the Meeting; or

•	Notifying WEC Energy Group’s Corporate Secretary by written revocation letter.

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•	View the following documents online at www.envisionreports.com/wec:

•	Vote your proxy online or by telephone. Page P-8

•	Choose to receive future proxy materials and annual reports electronically instead of receiving paper copies.

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•	You must pre-register and reserve an admission ticket in order to attend.

•	You will be asked to check in upon entry into the R. John Buuck Field House and present government-issued photo identification, such as a driver’s license, state identification card, or passport. We will verify your name against our stockholder list and will then provide you with an admission ticket.

•	The Company reserves the right to inspect all items, including handbags and briefcases, prior to admittance.

•	The business of the Meeting will follow as set forth in the agenda, which you will receive upon check-in.

•

Stockholder questions and comments related to the business of the Company will be addressed only during the question and answer portion of the agenda. If you wish to speak, please go to the nearest microphone and wait to be recognized by the Chairman. State your name before asking your question. Questions from the floor are limited to three minutes to provide an opportunity for as many stockholders as possible.

•	The use of cameras, recording devices, and other electronic devices will not be permitted during the Meeting except by those employed by the Company to provide a record of the proceedings. Please silence all cell phones and other electronic devices.

•	No firearms or weapons will be allowed in the Meeting facilities.

•	No signs, banners, placards, handouts, and similar materials will be allowed on Meeting premises.

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