DEFA14A 1 annualmeetingnotice2021.htm DEFA14A Document

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 (Amendment No. )
Filed by the Registrant x  
Filed by a Party other than the Registrant  o
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
x  
Definitive Additional Materials
o
Soliciting Material Pursuant to §240.14a-12
NorthWestern Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x  
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:
o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:





NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
[page 1]

*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on April 22, 2021.




NORTHWESTERN CORPORATION
Meeting Information


image0a131.jpg
Meeting Type: Annual Meeting
For holders as of:
February 22, 2021
Date: April 22, 2021
Time: 10:00 a.m. Mountain Daylight Time
Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/NWE2021

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/NWE2021 and be sure to have the information that is marked by the arrow è XXXX XXXX XXXX XXXX (located on the following page).
NORTHWESTERN CORPORATION
3010 W. 69TH STREET
SIOUX FALLS, SD 57108




[stockholder name and address]
You are receiving this communication because you hold shares in NorthWestern Corporation.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.






NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
[page 2]

- Before You Vote -
How to Access the Proxy Materials


Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT WITH FORM 10-K WRAP

How to View Online:
Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
            1) BY INTERNET: www.proxyvote.com
            2) BY TELEPHONE: 1-800-579-1639
            3) BY E-MAIL*: sendmaterial@proxyvote.com

*If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow è XXXX XXXX XXXX XXXX (located on the following page) in the subject line.

Requests, instructions and other inquiries will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 8, 2021 to facilitate timely delivery.

- How to Vote -
Please Choose One of the Following Voting Methods

Vote By Internet:
     Before the Meeting:
                 Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow èXXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.

     During the Meeting:
                  Go to www.virtualshareholdermeeting.com/NWE2021. Have the information that is printed in the box marked by the arrow èXXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
Vote by Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.





NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
[page 3]

Voting Items
The Board of Directors recommends that you vote FOR the following nominees:
1. Election of Directors
     Nominees:
01) Anthony T. Clark
02) Dana J. Dykhouse
03) Jan R. Horsfall
04) Britt E. Ide
05) Linda G. Sullivan
06) Robert C. Rowe
07) Mahvash Yazdi
08) Jeffrey W. Yingling


The Board of Directors recommends that you vote FOR Proposal 2:
2. Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2021.
The Board of Directors recommends that you vote FOR Proposal 3:
3. Approve Equity Compensation Plan.
The Board of Directors recommends that you vote FOR Proposal 4:
5. Advisory vote to approve named executive officer compensation.
The Board of Directors recommends that you vote FOR Proposal 5:
5. Transaction of any other matters or business as may properly come before the annual meeting or any postponement or adjournment of the annual meeting.