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

On July 16, 2021, the Boards of Directors of both MGE Energy, Inc. (MGE Energy) and Madison Gas and Electric Company (MGE) elected Noble L. Wray as a member of both boards of directors, effective September 1, 2021. Mr. Wray will be a Class III director whose term will expire at the annual meeting of shareholders in 2022. Mr. Wray was also elected to serve on the Audit Committee and the Corporate Governance Committee of the Board of Directors of MGE Energy, effective as of September 1, 2021.

Mr. Wray has been determined by MGE Energy's Board of Directors to be an independent director under the independence guidelines adopted by the NASDAQ Stock Market, Inc.

Mr. Wray retired from the Madison Police Department after 30 years. He was promoted through the ranks and was appointed Chief of Police of the City of Madison in 2004. He is a nationally recognized leader who speaks on implicit bias, community and trust based policing, and procedural justice. Mr. Wray was asked by the Department of Justice to help lead the national initiative to implement President Obama's "21st Century Policing" Recommendations. He Co-Chaired Governor James Doyle's State Commission on Reducing Racial Disparity in the Criminal Justice System, which received national recognition and he currently serves on Wisconsin Governor Tony Ever's Pardon Advisory Board. Since 2014, he has consulted in a number of cities like Ferguson, Baltimore and New York. He is a certified trainer/consultant for both Steven Covey and COPS Office Fair and Impartial Policing. Mr. Wray has been active in the Madison community through his career with the Madison Police Department as well as through his significant non-profit and community work. In addition to serving on many community boards, in 2014, Mr. Wray was Interim President and CEO of the Urban League of Greater Madison. Mr. Wray holds a Bachelor of Science degree in Criminal Justice from the University of Wisconsin-Milwaukee and is a graduate of the Wisconsin Department of Justice Executive Leadership Course.


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