DEF 14A


	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
	Filed by registrant: ☒ Filed by a Party other than the Registrant: ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 MGE Energy, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Check the appropriate box: ☒ No Fee Required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

    About MGE Energy
MGE Energy is the parent company of Madison Gas and Electric (MGE), your community energy company. 
With roots in the community dating back more than 150 years, the utility provides affordable natural gas and electric service in south-central and western Wisconsin.

   

    Our Mission
MGE is committed to industry leadership, to customer engagement in many different ways and to safe, reliable, affordable and sustainable energy. Your community energy company is growing its use of cost-effective renewable energy and partnering with customers to advance innovative solutions that meet their needs, manage energy affordability and achieve shared energy goals.

    Our Strategies
Your community energy company is pursuing globally recognized strategies to achieve our goal of net-zero carbon electricity by 2050. Under our commitment, by 2030, 
every MGE electric customer will have 80%* fewer carbon emissions from their electricity use simply by being an 
MGE customer.
*from baseline year of 2005
 
To achieve our sustainability goals, we are:
•  Decarbonizing our energy supply cost-effectively.
•  Partnering with our customers in new, innovative ways 
      to help manage their energy use.
•  Electrifying transportation, the leading contributor  
      of greenhouse gas emissions, and other end uses.
•  Building a more dynamic, integrated grid to enable  
      new technologies.
•  Balancing this transition to a net-zero carbon future to 
      ensure all our diverse customers benefit.

   


Our Values

Safety	Reliability	Sustainability	Equity	Engagement
Safety is a core value at MGE. The safety of our employees, customers and communities is our top priority.	We invest in our people and in our systems to help ensure top-ranked energy reliability that helps to maintain the economic health and vitality of the communities we serve.	With a commitment to transparency, accountability and continuous improvement, we take a holistic and proactive approach to sustainable practices companywide.	We are committed to equity and inclusion in our service to our customers, in our workplace and in our broader community, and we value diverse perspectives, ideas, cultures and backgrounds.	We are dedicated to engagement, partnership and collaboration to best serve our customers and the broader community.

From Our Chairman, President and CEO


Dear Fellow Shareholders: You are invited to attend MGE Energy's 2024 Annual Meeting of Shareholders online at 11:00 a.m., Central Time, on Tuesday, May 21, 2024. I look forward to sharing with you MGE Energy's performance and our plans for the future. Your Company continues to deliver for those we serve. In 2023, MGE Energy reported strong earnings and increased the dividend for our 48th consecutive year. We also continue to deliver top-ranked electric reliability. Madison Gas and Electric (MGE) has ranked in the top three utilities in the country for the fewest number of outages per customer for more than 15 years, according to an annual industry survey of investor-owned electric utilities nationwide. Excelling at Fundamentals, Realizing Our Vision for the Future MGE is excelling at our fundamental obligation of safe, reliable energy while growing our investment in cost-effective clean energy to achieve our sustainability goals, maintain safety and reliability and provide continued value and affordability to those we serve. In the past year, MGE:
		Jeff Keebler
		Chairman, President and CEO

•

Obtained regulatory approval to purchase a 10% share of the 300-megawatt (MW) Koshkonong Solar Energy Center currently under construction.

•

Purchased a 10% share of the 92-MW Red Barn Wind Farm, which began serving the grid with carbon-free energy in spring 2023.

•

Partnered with other investor-owned utilities to move forward a proposal for an innovative long-duration energy storage system at the site of the Columbia Energy Center.

•

Grew our use of solar with the second 150-MW phase of the Badger Hollow Solar Farm and the 6-MW Tyto Solar project both coming online. The Badger Hollow Solar Farm is Wisconsin's largest solar project.

•

Obtained preliminary regulatory approval to purchase another 25-MW share of the existing West Riverside Energy Center and filed to purchase a 10% share of the 300-MW High Noon Solar Energy Center to be constructed.

With our ongoing investment in cleaner energy, the planned retirement of the coal-fired Columbia Energy Center and the planned transition of the Elm Road Generating Station from coal to natural gas, MGE is positioned to achieve our goals while maintaining energy affordability. Under our 2030 commitment, every MGE electric customer will have 80% fewer carbon emissions (from 2005 baseline) simply by being an MGE customer. Ensuring the energy that powers our communities remains affordable throughout this transition is a top priority.

MGE also is introducing a flexible option for our natural gas customers who are interested in reducing their environmental footprint through renewable natural gas. We look forward to continued engagement and innovation in partnership with our customers, stakeholders and shareholders as we work toward a cleaner, smarter energy future.

Vote Your Shares
Thank you for your continued confidence and investment in MGE Energy. Your vote is important. Please vote your proxy promptly and join us for our Annual Meeting.

Sincerely,

Jeff M. Keebler

Chairman, President and CEO

From Our Lead Independent Director


Dear Fellow Shareholders: Your board's top priority is providing effective and sound corporate governance and oversight of risk management, business strategy and operations. As the Lead Independent Director, I thank you for the trust you place in us and look forward to your participation in our Annual Meeting on May 21, 2024. Oversight of Strategy With hundreds of millions of dollars of clean energy investment planned in the next several years, your board is actively engaged in oversight of MGE's generation planning and capital investment to implement the Company's vision. Board members regularly hear from and engage with management as part of the Company's comprehensive approach to enterprise planning and risk assessment.
		Mark Bugher
		Lead Independent Director

The energy industry continues to transform as new technologies emerge and develop, offering new opportunities to provide

long-term value and to enable meaningful growth. From the Company's leadership in electric vehicle charging to its innovative partnerships, such as the Columbia Energy Storage Project, your board understands the importance of consistent and strong financial and environmental performance, continued operational excellence and customer satisfaction and value.

Board Refreshment and Succession Planning

It has been a privilege to serve on the board and, in recent years, to serve as Lead Director. I, along with Director Tom Stolper, will be retiring at this year's Annual Meeting. I am pleased to share that Director James Possin will be the board's Lead Director effective at the conclusion of this year's meeting.

Your board takes a deliberate and thoughtful approach to board refreshment and succession planning with regular self-assessments. On behalf of the board, I am proud to introduce three new independent directors who joined the board this year.

As a former officer at A.O. Smith with oversight of investor relations, corporate responsibility and sustainability, Director Patricia Ackerman brings considerable experience and expertise in sustainability-related matters to our board. Director Daniel Kelly, prior to his retirement last year, served in many roles at American Family Insurance, most recently as Chief Underwriting Officer. A certified public accountant and former Chief Financial Officer, Mr. Kelly brings skills in financial analysis and strong oversight in risk management. Director Angela Rieger currently serves as Executive Vice President, Chief Transformation Officer at Lands' End, where she is responsible for merchandising and product life cycle. Ms. Rieger brings a strong customer and operations focus to our board, among other skills.

In keeping with our commitment to community involvement as well as to a broad range of perspectives, each new member brings diverse experience, leadership and background to the board. Your board is well-equipped to address and to oversee this transformational period in our industry and in your Company.

Thank you for your investment and for the opportunity to represent your interests in this capacity. This Proxy Statement details our practices and commitment to transparency and accountability. Please review it, vote your shares and participate in our Annual Meeting on May 21, 2024.

Sincerely,

Mark Bugher

Lead Independent Director

Notice of Annual Meeting of Shareholders

Regardless of whether you plan to attend the meeting, please take a moment to vote your proxy.

MGE Energy is holding its Annual Meeting virtually, using the same format as last year's meeting. As always, we encourage you to vote your shares prior to the meeting date.

     
    Meeting Information 
The meeting will be held as follows: 
Date: Tuesday, May 21, 2024 
Time: 11:00 a.m., Central Time
Place: Virtual meeting at www.virtualshareholdermeeting.com/MGEE2024

    Instructions on attending the virtual shareholder meeting are provided in the Questions and Answers under the "Proxy Summary" section of this Proxy Statement. To participate, you will need the 16-digit control number included on your proxy card. A recorded version of the Annual Meeting will be available online afterward.

   


Items of Business ▪ To elect four Class II directors named in this Proxy Statement to terms of office expiring at the 2027 Annual Meeting of Shareholders; ▪ To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year 2024;	You may vote:
▪ Advisory vote to approve executive compensation; and ▪ To transact such other business as may properly come before the meeting.		Using the Internet
Record Date Shareholders of record at the close of business on March 22, 2024, are entitled to vote at the meeting.		By telephone
Voting by Proxy Our Board of Directors is soliciting your proxy to vote at the Annual Meeting. Your vote is important. The matters to be acted upon at the meeting are described in the accompanying Proxy Statement.		By returning the proxy card in envelope provided

By Order of the Board of Directors,

Cari Anne Renlund

Vice President General Counsel and Secretary

This notice of Annual Meeting, Proxy Statement and accompanying proxy card are first being mailed on or about April 5, 2024, to shareholders of record at the close of business on March 22, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 21, 2024:

This Proxy Statement and our 2023 Annual Report to Shareholders are available at www.mgeenergy.com/proxy.

Table of Contents


Proxy Summary	1	Executive Compensation	29
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 21, 2024		Compensation Discussion and Analysis	29
		Role of Human Resources and Compensation Committee	31
	1	Compensation/Benefits Structure	32
Business Overview	2	2023 Executive Compensation Determination	35
Financial Performance	4	Human Resources and Compensation Committee Report	38
Your Board of Directors	5	2023 Summary Compensation Table	39
Proposal 1 - Election of Directors	8	2023 Grants of Plan-Based Awards Table	40
Governance Snapshot	13	Outstanding Equity Awards at December 31, 2023	41
Risk Assessment and Oversight	14	2023 Option Exercises and Stock Vested	42
Sustainability Governance	15	2023 Pension Benefits Table	42
Shareholder Engagement and Outreach	16	2023 Nonqualified Deferred Compensation Table	44
		Potential Payments on Employment Termination or Change in Control
Board of Directors Information	17		45
How Our Board Operates	17	CEO Pay-Ratio	47
Corporate Responsibility and Environmental Performance	17	Pay Versus Performance	48
Committees	20
Director Independence	22	Voting Information	51
Related Person Transactions	22	Number of Votes per Share	51
Anti-Pledging and Hedging Policies	23	How Street Name Holders May Vote	51
Code of Ethics	23	How Registered Holders May Vote	51
Nonemployee Director Compensation	23	Holders Needed to Establish a Quorum	51
Meeting Attendance	23	The Vote Necessary for Action to Be Taken	52
Policy Regarding Annual Meeting Attendance	23	Revocation of Proxies	52
		Why did I receive a separate Notice instead of printed proxy materials?	52
Beneficial Ownership	24
Beneficial Ownership of Common Stock	24
		Other Information	53
Proposal 2 - Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm		Transaction of Other Business	53
		Expenses of Solicitation	53
		Shareholder Proposals for 2025 Annual Meeting	53
	26	Contacting Our Directors	53
Audit Committee Report	27	References to Websites	53
		Forward-Looking Information	53
Proposal 3 - Advisory Vote on Executive Compensation
Proposal 3 - Advisory Vote on Executive Compensation	28

    Proxy Summary

   

Voting Matters

Please read the Proxy Statement and the 2023 Annual Report to Shareholders before voting.


		Board Vote Recommendation	Page Reference (for more detail)
1	Election of Directors	FOR each nominee	Page 8
2	Ratification of Independent Accounting Firm	FOR	Page 26
3	Advisory Vote on Executive Compensation (Say-on-Pay)	FOR	Page 28

How To Vote

     
    By Internet
proxyvote.com/MGEE

    By Phone
1-800-690-6903

    By Mail
Vote Processing 
c/o Broadridge 
51 Mercedes Way Edgewood, NY 11717

     
See this Proxy Statement for directions on voting your proxy and to see how your votes are counted.

Question: How can I attend the Annual Meeting?

The Annual Meeting will be held online. Shareholders are encouraged to participate by visiting the following website: www.virtualshareholdermeeting.com/mgee2024. To fully participate in the meeting, you will need your 16-digit control number from your mailed proxy card or email notification, if you receive materials electronically. See the Notice of Annual Meeting Shareholders at the beginning of this Proxy Statement for more information.

Question: How do I participate in the Annual Meeting?

Shareholders will be able to join via a webcast. An audio broadcast of the Annual Meeting also will be available by telephone

toll-free at 1-877-328-2502. Shareholders of record as of close of business on March 22, 2024, are entitled to participate in and to submit questions before and during the Annual Meeting by visiting www.virtualshareholdermeeting.com/mgee2024.

To participate in the online Annual Meeting, you will need the 16-digit control number included on your proxy card. The Annual Meeting will begin promptly at 11:00 a.m., Central Time (CT). Online check-in will begin at 10:30 a.m. CT. Please allow yourself time to log in to the virtual meeting.

Question: Why is it important to vote?

Your broker is not permitted to vote on your behalf on the election of directors or the advisory vote related to executive compensation matters. Thus, your broker needs your instructions in order for your shares to be voted on these matters. For your vote to be counted, you must communicate your voting instructions to your broker, bank or other financial institution before the date of the Annual Meeting. If you do not vote, your shares may not be represented at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on

May 21, 2024

This Proxy Statement and our 2023 Annual Report to Shareholders are available at www.mgeenergy.com/proxy. Shareholders can elect to receive email alerts when proxy and Annual Meeting materials are available on the Internet instead of receiving paper copies in the mail. Please consider visiting www.mgeenergy.com/paperless to sign up for next year. Email delivery of your proxy materials will help us reduce costs and the amount of resources used in connection with the Annual Meeting.

    Business Overview

   

    Our Business
MGE Energy is an investor-owned public utility holding company headquartered in the state capital of Madison, Wis. MGE Energy is the 
parent company of Madison Gas and Electric (MGE), which provides electric service to 163,000 customers and natural gas service to 176,000 customers 
in south-central and western Wisconsin.

    176,000
Natural Gas Customers

     
    163,000
Electric Customers

    Our People
 
    Our industry is ever-changing. Executive management believes it is important to continue to develop the Company's workforce to meet the evolving needs and preferences of our customers and communities. MGE has 719 employees, nearly half of whom are covered by collective bargaining agreements.

     
We Power Safety
We power safety. Work safe. Home safe. That is our commitment at MGE, and it is embraced by MGE employees. Our Occupational Health and Safety Policy recognizes occupational health and safety risks and embraces safe work practices and environments as fundamental values at MGE. 

     
Employee Engagement
MGE is committed to sustainable workforce practices such as career development and training. All employees have the opportunity to learn and grow, whether to increase job proficiency, improve decision-making skills, or prepare for new roles and responsibilities. 

     
Diversity, Equity and Inclusion
MGE promotes an inclusive, respectful work
 environment where individuals and groups can achieve their full potential. All employees have equitable access
to employment and development opportunities.  
Our employee-led Diversity, Equity and Inclusion 
Steering Team, with representation from various parts
of the Company, works to engage employees and 
to identify opportunities and strategies for strengthening our commitment to diversity, equity and inclusion, 
both internally and externally throughout 
the communities we serve.

   

    Our Engagement and Partnerships
MGE seeks to engage all our customers in a variety of ways to ensure all customers experience MGE as their community energy company. Understanding and deepening our engagement with our customers and communities are at the core of MGE's mission as a critical services provider and community partner. We work to build and maintain relationships, advance shared goals and invest in our communities. Our communities continue to grow and to become more richly diverse. MGE works to develop culturally competent initiatives, communications and services for our customers.


	MGE is committed to helping improve the quality of life for all those we serve. MGE contributes to and helps to better our communities through our charitable foundation, corporate giving and partnerships, and the volunteerism and service of our valued employees.

    Our Industry Leadership
Service Reliability  
MGE is a national leader in electric reliability. MGE has ranked in the
top three investor-owned utilities in the country for the fewest number of outages per customer in each of the last 16 years.   
 
When notified of a potential natural gas emergency, MGE crews continue to earn high marks. In 2022, MGE's response time ranked in the top 12% of a nationwide industry survey. 
 
These rankings are reflective of MGE's dedicated employees who always put customer safety first and who understand what it means 
to serve as your community energy company.

     
Energy Affordability 
Maintaining energy affordability remains important to MGE. Since announcing our Energy 2030 framework in 2015, we have made significant investments in cleaner energy generation and grown the company while managing impacts to electric rates. The average annual electric rate increase from 2016 through 2025 is approximately 1.2%. Renewable energy carries no fuel costs, which helps to reduce rate volatility and manage long-term costs into the future.

MGE residential electric bill as
a percentage of customer wallet at 
1.55%
 is below the Wisconsin utility peer average of 
1.75%
percentages based on data as of 12/31/2022

    Our Sustainability Commitments
Our commitment to sustainability is our long-term business strategy
for continued success and for meeting our customers' needs cost-effectively. MGE's Energy 2030 framework for a more sustainable future, introduced in November 2015, continues to guide our work
with customers to achieve the Company's sustainability goals,
including the goal of net-zero carbon electricity by 2050.

     
          Under our commitment, by 2030, 
          every MGE electric customer will have 
          80%* fewer carbon emissions from their
          electricity use simply by being an MGE customer. 
 
         *from baseline year of 2005

     
A foundational objective in MGE's Energy 2030 framework is ensuring all customers enjoy the economic and environmental benefits of the Company's ongoing clean energy transition. As the conductor of our community grid, MGE is working to build and to manage an increasingly dynamic, integrated grid and to maintain its safety, security and efficiency. 
 
MGE also is addressing emissions associated with the purchase and distribution of natural gas. MGE is committed to strategies for working with suppliers, pipeline operators, customers, regulators and other industry stakeholders and to the exploration of new and emerging technologies, such as renewable natural gas, to serve customers more sustainably.


Financial Performance	Earnings and Dividends per Share Growth
Return on Investment MGE Energy has increased the dividend for 48 consecutive years and paid dividends for more than 110 years. Our recent and planned investments in cost-effective generation are enabling the decarbonization of our energy supply while ensuring ongoing energy reliability. Clean Energy Investments
	Total Shareholder Return

	5-Year Asset Growth

    Your Board of Directors

   

Our board takes seriously its responsibility and accountability to shareholders and their interests and appreciates the trust and confidence that shareholders have placed in corporate leadership to oversee the Company and to manage investors' capital wisely. Each director is committed to the highest ethical standards, accountability, and open dialogue with one another and with management. The board believes that a range of skills and perspectives among directors helps provide effective oversight.

The board is elected to oversee management's performance, although management is responsible for managing the day-to-day operations of the Company. The board reviews the Company's long-term strategic plan, business initiatives, major capital projects and budget matters. Also included in the areas over which our board provides oversight are the Company's environmental and sustainability performance, enterprise-wide risk assessment, strategic projects and investments, and trends in new technologies and industry changes.

Chairman

Jeffrey M. Keebler

Role of Our Chairman and CEO

As the individual with primary responsibility for managing the Company's day-to-day operations and for executing on the Company's vision and strategy, our CEO is best positioned to chair regular board meetings as we discuss key business and strategic issues. This structure provides independent oversight while avoiding unnecessary confusion regarding the board's responsibilities and day-to-day management of business operations.

Given the complexity of the industry, its operations and the regulatory environment, the board believes having an experienced industry executive as our Chairman, combined with a strong Lead Independent Director, is the appropriate structure for the Company.

Lead Independent Director

Mark D. Bugher

Director Bugher, who is an independent member of our board as determined under the guidelines adopted by the Nasdaq Stock Market, Inc., serves as our Lead Independent Director. Director Bugher has served as a board member since 2010 and has served as our Lead Independent Director since May 2021. With Director Bugher's retirement at this year's Annual Meeting, Director James Possin will be the board's Lead Independent Director effective at the conclusion of the 2024 Annual Meeting.

Role of Our Lead Independent Director

Our Lead Independent Director has extensive authority and responsibility in ensuring the board meets its responsibilities for Company oversight. The board has structured the role of our Lead Independent Director to fulfill the important requirements of strong, independent leadership on the board. The Lead Independent Director is responsible for the following:

•

Board Leadership: Is empowered to call meetings of the board or executive sessions. The Lead Independent Director also is empowered to chair executive sessions of the directors.

•

Board Information: Provides input to the Chairman on the scope, quality, quantity and timeliness of the information provided to the board and serves as a nonexclusive conduit to the Chairman of views and concerns of our directors.

•

Corporate Governance Committee Leadership: Chairs our Corporate Governance Committee, which evaluates on an ongoing basis the composition, structure and performance of our board and assists in board recruitment, refreshment and succession planning.

Experience and Skills of the Board of Directors

Board members bring a breadth of experience and diversity to their service as directors, which helps them in their oversight of the Company. In addition, directors are kept informed and educated through collaboration with and numerous presentations by officers of the Company and various subject matter experts, including experts from outside the Company, industry and director training opportunities, and reports provided to them by senior management on a regular basis. Topics include: business and investment strategy, environmental and sustainability topics, regulatory matters, customer services and expectations, financial and business operations, technology trends, new products and services, community engagement, energy planning and reliability, and risks faced in the Company's business operations, among others.

The board conducts an annual Board of Directors self-assessment. The assessment includes an extensive survey that covers board structure and composition, board meetings, board committees, key board responsibilities and board management. In addition, the board periodically evaluates the directors' expertise and experience.

A peer evaluation occurs once every three years before nominating slates of directors for election and as part of succession planning to consider and to select new directors. This evaluation covers key professional skills, diversity, and breadth of community and other business experience and knowledge. In addition, each director conducts an individual self-assessment once every three years to evaluate their skills and experience relative to their board service.

Effective oversight comes from a board that represents a diverse range of experience and perspectives that provides the collective qualifications, attributes, skills and experience necessary for sound governance. The percentages below are based on MGE Energy's twelve directors, including its three new directors, who joined the board on March 1, 2024.


	Financial Acumen		Customer/Community/Workforce (Social)
100% Directors with financial acumen	Experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor. Experience in analyzing or evaluating financial statements, large capital projects, financings and/or budgets.	100% Directors with customer, community and workforce experience	Understanding of and experience in working in the business and political environment of the Company's customer base. An understanding of customer service, experience and expectations, and of community issues, needs and interests. Community involvement through nonprofit, business and civic organizations. Experience in and understanding of employee relations and matters of diversity, equity and inclusion in the workplace and broader community.
100% Directors with financial acumen
	Technology/Security

SEC Form DEF 14A filed by MGE Energy Inc