UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
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| Commission File Number | Registrant; State of Incorporation; Address; and Telephone Number | IRS Employer Identification No. | ||||||||||||
(A Wisconsin Corporation)
(414 ) 221-2345
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Performance Measures for Annual Incentive Compensation
On December 4, 2025, pursuant to the terms of the WEC Energy Group Short-Term Performance Plan, as amended and restated effective as of January 1, 2019 (the “STPP”), the Compensation Committee of WEC Energy Group, Inc.’s (“WEC Energy Group” or the “Company”) Board of Directors (the “Compensation Committee”) established the overall performance measures and their respective weighting for the upcoming 2026 plan year. Except as described below, for named executive officers (“NEOs”) of WEC Energy Group and its subsidiary, Wisconsin Electric Power Company (“WE”), the 2026 annual incentive under the STPP will be primarily dependent upon financial achievement determined by WEC Energy Group’s performance against targets for earnings per share (75% weight) and cash flow (25% weight). Awards can be increased or decreased by up to 10% based upon performance in the operational and social areas of customer satisfaction (5%), safety (2.5%) and supplier diversity and workforce development (2.5%) for the entire family of WEC Energy Group companies.
For NEOs of WEC Energy Group and WE whose positions primarily relate to utility operations in Wisconsin, the 2026 annual incentive under the STPP will be dependent upon financial achievement determined by WEC Energy Group’s performance against targets for earnings per share (25% weight) and cash flow (25% weight), as well as against targets for the aggregate net income of WEC Energy Group’s Wisconsin utility operations (50% weight). Awards for these NEOs can be increased or decreased by up to 10% based upon performance in the operational and social areas of customer satisfaction (5%), safety (2.5%) and supplier diversity (1.25%) for WEC Energy Group’s Wisconsin utility operations, as well as workforce development (1.25%) for the entire family of WEC Energy Group companies.
Performance Measures for 2026 Performance Unit Awards
Pursuant to the terms of the WEC Energy Group Performance Unit Plan, amended and restated effective as of January 1, 2023 (the “PUP”), on December 4, 2025, the Compensation Committee selected the Company’s performance measured against total shareholder return over the three-year performance period as compared to the total shareholder return of a custom peer group of companies (55%) and performance against the weighted average authorized return on equity of all of WEC Energy’s utility subsidiaries (45%) as the performance measures for the 2026 performance unit awards. The Compensation Committee also selected the level of the Company’s stock price to earnings ratio compared to its peer companies as a performance measure that can increase the vesting percentage by up to 25%. In no event will the performance unit vesting percentage be greater than 200% of the target award.
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| SIGNATURES | |||||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | |||||
| WEC ENERGY GROUP, INC. | |||||
| (Registrant) | |||||
| /s/ William J. Guc | |||||
| Date: December 5, 2025 | William J. Guc – Vice President and Controller | ||||
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