Black Hills (BKH) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 29, 2026, with shareholders able to vote electronically using a control number.

• Key business includes electing three directors, ratifying the auditor, and an advisory vote on executive compensation.

• A major merger with NorthWestern Energy Group, Inc. was announced, creating a larger regional utility; Black Hills shareholders will own 56% of the combined company.

• The company serves over 1.37 million utility customers across eight states and emphasizes safety, reliability, and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors, ratifying Deloitte & Touche LLP as auditor for 2026, and approving executive compensation on an advisory basis.

• Cumulative voting is permitted for director elections.

• Shareholder proposals for the 2027 meeting must be submitted by November 18, 2026.

Board of directors and corporate governance

• The board consists of ten directors, with three nominees up for election to three-year terms.

• Board committees include Audit, Leadership Development & Compensation, and Governance, all composed of independent directors.

• The board emphasizes diversity, relevant skills, and experience, and has adopted robust governance guidelines and codes of ethics.

• All directors except two new members meet stock ownership guidelines.