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, Inc. (MGE Energy or the Company), 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 Company (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 carbon-free energy resources and partnering with customers to advance innovative solutions that meet their needs, manage energy affordability and achieve shared energy goals.

    Our Decarbonization Strategies
 
Your community energy company is pursuing globally recognized strategies to achieve our goal of net-zero carbon electricity by 2050. 
 
On behalf of all customers, by 2030, MGE expects to deliver electricity with 80% fewer carbon emissions, compared to 2005 levels. 
 
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 largest source of direct 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 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: Please join us online at this year’s MGE Energy Annual Meeting of Shareholders beginning at 11 a.m., Central Time, on Tuesday, May 20, 2025. In addition to formal business of the meeting, the annual meeting is an opportunity to share the past year’s performance, our progress toward our goals and our vision for the future of your Company. Please review the attached Proxy Statement and cast your vote. MGE Energy continues to succeed. In 2024, we continued to grow our use of carbon-free renewable energy generation, delivered customer value through innovative programs and invested in our systems to serve our customers safely and reliably into the future. Within the last year, we continued our energy supply transition to enable deep decarbonization. Those generation investments included:
		Jeff Keebler
		Chairman, President and CEO

•

Darien Solar. MGE is a co-owner of this 250-megawatt (MW) solar project in Rock and Walworth counties. MGE owns 25 MW of solar capacity. MGE will own 7.5 MW of the project's battery storage, which is expected online in 2026.

•

MGE’s Strix Solar array. The 6-MW array came online in early 2025 to serve all customers and customers who enroll in our proposed community solar program, if it’s approved. The Shared Solar-Strix program builds on the success of MGE’s existing Shared Solar program to provide affordable, local solar energy.

•

Paris Solar. MGE is a co-owner of this 200-MW solar project in Kenosha County. The 110-MW battery is expected online this year. MGE owns 20 MW of solar capacity and will own 11 MW of the battery storage.

•

Tyto Solar. Like Strix Solar, this 6-MW facility is a distributed energy resource directly connected to MGE’s distribution grid to deliver cost-effective local solar to our electric customers.

We also introduced and began to enroll customers in MGE’s renewable natural gas (RNG) option. This program offering is similar to MGE’s Green Power Tomorrow (GPT) program for electric customers. GPT RNG, as the program is known, offers customers an easy way to offset their emissions from their use of natural gas. MGE is the first utility in Wisconsin to offer this type of program for natural gas customers who wish to offset their natural gas emissions.

MGE also continues to innovate in how we work to advance the growth of electric vehicles (EVs) and EV charging. Transportation is the largest source of direct greenhouse gas emissions in the U.S.

In 2024, we filed for regulatory approval for a program to help business customers who want to install EV charging to manage the up-front costs of the chargers. We also continued to expand our network of publicly available fast-charging stations.

Regular engagement with our customers helps to inform our programs, products and services to better serve them, our communities, and you, our shareholders. As your community energy company, engagement is one of our core values. It is part of how we fulfill our obligation and part of how we will achieve our goals.

Electrification and energy efficiency—two key decarbonization strategies—become more powerful as we decarbonize our grid. We’ll continue to work with our customers to advance these strategies in pursuit of our shared goals for a more sustainable future.

MGE Energy also continues to deliver consistent financial performance with another year of strong earnings. We also continue to maintain top credit ratings, helping to enable our ongoing generation transformation.

Thank you for choosing MGE Energy for your investment. It is a privilege and honor to serve you and our broader community of customers.

Sincerely,

Jeff M. Keebler

Chairman, President and CEO

April 4, 2025

From Our Lead Independent Director


Dear Fellow Shareholders: On behalf of the Board of Directors, thank you for your investment in MGE Energy and for the trust you place in each of us to serve in this capacity. We encourage you to attend the Company’s 2025 Annual Meeting. It has been my honor to serve as Lead Independent Director since May 2024. As Lead Independent Director, one of my responsibilities is chairing our Corporate Governance Committee, which works to ensure the board is structured to provide for strong and consistent independent oversight as well as transparency and accountability. Since 2018, the board has welcomed six new directors who add talent, broad experience and diverse expertise to our board. Every year, the committee conducts an assessment of the board’s effectiveness as a whole. Our board is active and engaged in overseeing the Company's long-term strategic direction and effectively providing long-term value to both customers and shareholders.
		Jim Possin
		Lead Independent Director

Executive leadership, senior management and external subject matter experts regularly attend board meetings to address matters of strategic importance, which aid the directors in oversight and decision-making. In late summer 2024, the board held a strategic planning and review session with Company officers.

The board also holds a comprehensive risk assessment twice a year, which complements a broad-based exercise on risk that is conducted by directors with all Company officers every other year. These periodic sessions offer directors the opportunity to engage MGE executives directly on corporate strategy and the long-term risks and opportunities faced by the Company.

Oversight of historic capital investment

MGE Energy and MGE are undergoing a historic transformation in how the utility serves its communities with safe, reliable energy. The board is committed to its fundamental oversight role in ensuring the Company’s long-term strategic direction is executed responsibly and effectively to provide long-term value to both customers and shareholders. More than half of the Company’s projected capital expenditures from 2025 through 2029 will support cost-effective generation investments to achieve MGE’s science-based carbon reduction goals. Through sound governance policies and practices, your board is well equipped to oversee the Company's long-term strategy and to evaluate its performance throughout this ongoing transformation.

This Proxy Statement includes more information about MGE Energy’s financial performance as well as our oversight of the Company. Please review it and vote your shares promptly. We value our shareholders’ perspectives, which help to inform the Company’s policies and practices. Thank you for your attention.

Sincerely,

James L. Possin

Lead Independent Director

April 4, 2025

Notice of 2025 Annual Meeting of Shareholders

Regardless of whether you plan to attend the MGE Energy, Inc., 2025 Annual Meeting of Shareholders (the Annual Meeting), please take a moment to vote your proxy.

The Annual Meeting will be held 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:

SEC Form DEF 14A filed by MGE Energy Inc