Black Hills Corp. Files Definitive Proxy Statement

Ticker: BKH · Form: DEF 14A · Filed: Mar 15, 2024 · CIK: 1130464

Black Hills Corp /Sd/ DEF 14A Filing Summary
FieldDetail
CompanyBlack Hills Corp /Sd/ (BKH)
Form TypeDEF 14A
Filed DateMar 15, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$3.75, $3.49, $3.93, $4.09, $3.88
Sentimentneutral

Sentiment: neutral

Topics: proxy statement, DEF 14A, shareholder meeting, corporate governance, Black Hills Corp

TL;DR

<b>Black Hills Corporation has filed its Definitive Proxy Statement (DEF 14A) on March 15, 2024, outlining shareholder matters.</b>

AI Summary

BLACK HILLS CORP /SD/ (BKH) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. Black Hills Corporation filed a Definitive Proxy Statement (DEF 14A) on March 15, 2024. The filing pertains to the company's proxy materials, typically related to shareholder meetings and voting. The company's fiscal year ends on December 31. Black Hills Corporation is incorporated in South Dakota. The filing is for the period ending March 15, 2024.

Why It Matters

For investors and stakeholders tracking BLACK HILLS CORP /SD/, this filing contains several important signals. This filing is a standard requirement for publicly traded companies to communicate with shareholders regarding important corporate decisions and director elections. Shareholders should review this document to understand proposals, executive compensation, and voting procedures before the annual meeting.

Risk Assessment

Risk Level: low — BLACK HILLS CORP /SD/ shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial or operational news.

Analyst Insight

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals to inform voting decisions.

Key Numbers

  • 2024-03-15 — Filing Date (DEF 14A Filing Date)
  • 2023-12-31 — Fiscal Year End (Company Fiscal Year End)
  • 001-31303 — SEC File Number (SEC Filing Information)
  • 24755151 — Film Number (SEC Filing Information)

Key Players & Entities

  • BLACK HILLS CORP /SD/ (company) — Registrant
  • 0000950170-24-032219 (filing_id) — Accession Number
  • 20240315 (date) — Filing Date
  • DEF 14A (document_type) — Form Type
  • SD (location) — State of Incorporation
  • RAPID CITY (location) — Business Address City
  • 6057212343 (phone) — Business Phone
  • KimberlyFNooneyMember (person) — Director/Officer

FAQ

When did BLACK HILLS CORP /SD/ file this DEF 14A?

BLACK HILLS CORP /SD/ filed this Proxy Statement (DEF 14A) with the SEC on March 15, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by BLACK HILLS CORP /SD/ (BKH).

Where can I read the original DEF 14A filing from BLACK HILLS CORP /SD/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by BLACK HILLS CORP /SD/.

What are the key takeaways from BLACK HILLS CORP /SD/'s DEF 14A?

BLACK HILLS CORP /SD/ filed this DEF 14A on March 15, 2024. Key takeaways: Black Hills Corporation filed a Definitive Proxy Statement (DEF 14A) on March 15, 2024.. The filing pertains to the company's proxy materials, typically related to shareholder meetings and voting.. The company's fiscal year ends on December 31..

Is BLACK HILLS CORP /SD/ a risky investment based on this filing?

Based on this DEF 14A, BLACK HILLS CORP /SD/ presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial or operational news.

What should investors do after reading BLACK HILLS CORP /SD/'s DEF 14A?

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals to inform voting decisions. The overall sentiment from this filing is neutral.

How does BLACK HILLS CORP /SD/ compare to its industry peers?

Black Hills Corporation operates in the electric services industry.

Are there regulatory concerns for BLACK HILLS CORP /SD/?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

Industry Context

Black Hills Corporation operates in the electric services industry.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

  1. Review the full proxy statement for detailed information on director nominees and their qualifications.
  2. Examine the executive compensation disclosures to understand pay structures and performance metrics.
  3. Note any shareholder proposals and the company's recommendation for voting.

Year-Over-Year Comparison

This is a routine DEF 14A filing and does not represent a change from previous filings of the same type.

Filing Stats: 4,619 words · 18 min read · ~15 pages · Grade level 12.5 · Accepted 2024-03-15 16:23:51

Key Financial Figures

  • $3.75 — operations, as adjusted, target set at $3.75; threshold set at $3.49 $3.93 per sha
  • $3.49 — , target set at $3.75; threshold set at $3.49 $3.93 per share for incentive plan
  • $3.93 — set at $3.75; threshold set at $3.49 $3.93 per share for incentive plan purposes
  • $4.09 — Average EPS as Adjusted; target set at $4.09; threshold set at $3.88 Average EPS:
  • $3.88 — ; target set at $4.09; threshold set at $3.88 Average EPS: $3.882 20 Percent Av
  • $3.882 — ; threshold set at $3.88 Average EPS: $3.882 20 Percent Average Cost to Serve; t
  • $3 — t. Earnings per share for the year were $3.91, above our earnings guidance range o
  • $3.65 — 1, above our earnings guidance range of $3.65 to $3.85. We achieved our financial tar
  • $3.85 — our earnings guidance range of $3.65 to $3.85. We achieved our financial targets, adv
  • $450 m — * Completed a public debt offering of $450 million, 6.15% senior unsecured notes due
  • $350 m — * Completed a public debt offering of $350 million, 5.95% senior unsecured notes due
  • $118.7 million — of new common stock for net proceeds of $118.7 million under our at-the-market equity offering
  • $590 million — rastructure and systems: * Deployed $590 million in capital projects * Commenced con
  • $12,250 — for these services is anticipated to be $12,250 plus out-of-pocket expenses. We can ask

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION We have an Executive Compensation Philosophy that establishes the framework our Compensation Committee applies in structuring compensation for our executive officers ("Named Executive Officers" or "NEOs"). The components of our executive pay program consist of a base salary, a short-term incentive plan, and long-term incentives. Our executive pay program aligns the interest of our Named Executive Officers with our stakeholders by tying incentive pay to achievement of performance metrics. Variable 80 % Variable 61 % Linked to Share Value 60 % Linked to Share Value 39 % *Percentages may differ from above due to rounding. The performance measures for our incentive compensation plans are discussed in greater detail on page 27 of the Proxy Statement. We also require our executive officers to hold a significant amount of our common stock (between 3 and 6 times the base salary) to further align their interests with the interest of our stakeholders. Our compensation practices and policies demonstrate the alignment between executive compensation and the interests of our stakeholders. Our shareholders share our confidence in our compensation philosophy as reflected by the support of shareholders owning 98 percent of the shares who voted to approve our 2022 executive compensation at last year's annual meeting. Proxy Summary 4 The following table summarizes performance metrics and results for incentive plans that ended in 2023. Pay Element Performance Measure 2023 Results Short-term Incentive: Payout of 153.67% of Target 70 Percent EPS from ongoing operations, as adjusted, target set at $3.75; threshold set at $3.49 $3.93 per share for incentive plan purposes 7.5 Percent Timeliness of Incident Reporting, target set at 91%; threshold set at 90% 93% Average Proactive Safety Activities/Employee; target set at 3; threshold set at 2 4 Total Case Incident Rate (TCIR); target set at 1.23; threshold

Security Ownership of Management and Principal Shareholders

Security Ownership of Management and Principal Shareholders 18 Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm 20 Fees Paid to the Independent Registered Public Accounting Firm 21 Audit Committee Report 22 Proposal 3 - Advisory Vote on Our Executive Compensation 23

Executive Compensation

Executive Compensation 24 Compensation Discussion and Analysis 24 Report of the Compensation Committee 36 Summary Compensation Table 37 Grants of Plan Based Awards in 202 3 38 Outstanding Equity Awards at Fiscal Year-End 2023 39 Option Exercises and Stock Vested During 202 3 40 Pension Benefits for 202 3 41 Nonqualified Deferred Compensation for 202 3 43 Potential Payments Upon Termination or Change in Control 44 Pay Ratio for 2023 47 Pay versus Performance 47 Transaction of Other Business 51 Shareholder Proposals for 2025 Annual Meeting 51 Shared Address Shareholders 52 Annual Report on Form 10-K 52 Notice Regarding Availability of Proxy Materials 52 COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING PROCESS Who is soliciting my proxy? The Board of Directors of Black Hills Corporation is soliciting your proxy. Where and when is the annual meeting? The annual meeting is at 9:30 a.m., local time, April 23, 2024 at Horizon Point, the Company's corporate headquarters, 7001 Mount Rushmore Road, Rapid City, South Dakota. Who can vote? Holders of our common stock as of the close of business on the record date, March 4, 2024, can vote at our annual meeting. Each share of our common stock has one vote for Proposals 2, and 3. Related to Proposal 1, Election of Directors, cumulative voting is permitted in the election of directors in the same class. How do I vote? There are three ways to vote by proxy: by calling the toll free telephone number on the enclosed proxy; by going to the website identified on the enclosed proxy; or by returning the enclosed proxy in the envelope provided. You may be able to vote by telephone or over the Internet if your shares are held in the name of a bank or broker. If this is the case, you will need to follow their instructions. What constitutes a quorum? Shareholders representing at least 50 percent of our common stock issued and outstandi

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