Northwest Natural Company (NWN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of April 10, 2026, are entitled to vote, with cumulative voting allowed for directors.

• The Board recommends voting FOR all proposals, including the election of three Class III directors, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor.

• The company reported strong financial and operational performance in 2025, including EPS growth, a major acquisition in Texas, and successful CEO transition.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class III directors for three-year terms.

• Proposal 2: Advisory vote to approve named executive officer compensation.

• Proposal 3: Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Shareholders may submit proposals or director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• The Board consists of 11 directors, with recent refreshment and a focus on diversity (six women, three racially/culturally diverse, one veteran).

• Board committees include Audit, Finance, Governance, Organization and Executive Compensation, and Public Affairs and Environmental Policy.

• Nine of eleven directors are independent; the roles of Chair and CEO are separated.

• The Board emphasizes director independence, diversity, and ongoing succession planning.