BLACK HILLS CORP (BKH)
Sector: Utilities
2026 Annual Meeting Analysis
BLACK HILLS CORP · Meeting: April 29, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2020 (about 5-6 years tenure); BKH's 3-year price return of 25.4% is strongly positive, and the gap versus the XLU utility ETF is only -22.7 percentage points, well below the 65-point threshold required to trigger a vote against under the strong-positive-TSR tier; no overboarding, independence, attendance, or qualification concerns identified.
Director since 2016 with broad technology and operations experience; TSR underperformance versus XLU is only -22.7 percentage points, far below the 65-point threshold needed to trigger a vote against; holds one outside public board seat (T-Mobile USA), which is within the permitted limit; no other policy concerns identified.
Director since 2025, joining within the past 24 months, which fully exempts her from the TSR performance trigger under policy; she brings strong CFO and financial expertise relevant to her Audit Committee role; no other policy concerns identified.
All three Class II director nominees pass policy screens. The 3-year TSR underperformance versus the XLU utility ETF benchmark is -22.7 percentage points, which does not meet the 65-point threshold required to trigger a vote against under the strong-positive-TSR tier (BKH's absolute 3-year return of 25.4% places it in the strong-positive tier). Anne Waleski joined in 2025 and is also exempt as a new director. No overboarding, independence, attendance, or qualification issues were identified for any nominee.
Say on Pay
✓ FORCEO
Linden R. Evans
Total Comp
$5,991,759
Prior Support
97.8%%
CEO total compensation of approximately $5.99 million is reasonable for the head of a $5.1 billion regulated utility, and the company targets total compensation around the median of a disclosed 19-company utility peer group. Pay mix is strong — approximately 80% of the CEO's compensation is variable and performance-linked, well above the 50-60% minimum required by policy, and the long-term incentive plan uses relative total shareholder return, earnings per share, cost efficiency, and emissions reduction metrics over a three-year performance period. Prior-year shareholder support was 97.8%, signaling broad satisfaction; a clawback policy meeting Dodd-Frank requirements has been in place since 2023; and no individual executive compensation appears materially above benchmark thresholds.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,299,300
Non-Audit Fees
$427,924
Non-audit fees are only 13.0% of audit fees, well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $5.1 billion market cap utility; auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot be confirmed and does not fire; no material restatements were identified.
Overall Assessment
The 2026 Black Hills Corporation annual meeting ballot contains three standard proposals: election of three Class II directors, ratification of Deloitte & Touche LLP as auditor, and an advisory say-on-pay vote. All three proposals pass policy screens and receive a FOR vote determination — the director TSR underperformance gap is far below the trigger threshold, auditor fees are clean, and the executive compensation program features strong variable pay design with a 97.8% prior-year approval rate.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing