Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously announced, the Xcel Energy Inc. ("Xcel Energy") Board of Directors ("Board") elected Robert Frenzel as President and Chief Executive Officer effective August 18, 2021. Mr. Frenzel had been serving as Xcel Energy's President and Chief Operating Officer. In connection with Mr. Frenzel's promotion, on August 17, 2021, the Board's Governance, Compensation and Nominating Committee approved, effective August 18, 2021, an increase in Mr. Frenzel's annual base salary from $775,000 to $1,200,000, an increase in his target bonus under Xcel Energy's Annual Incentive Award Plan from 100% to 125% of his annual base salary, and an additional long-term incentive award for the 2021 to 2023 performance period with a target grant date fair value equal to $4,075,000. The performance metrics and terms of the awards will be the same as the comparable awards granted to executive officers for this performance cycle. As previously announced, upon Ben Fowke's retirement as Chief Executive Officer of Xcel Energy on August 18, 2021, Mr. Fowke assumed the role of Executive Chairman of the Board. No changes to Mr. Fowke's compensation arrangements have been made.

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