Item 5.07 Submission of Matters to a Vote of Security Holders

On April 22, 2021, NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) (the "Company"), held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, 47,964,126 shares of common stock, par value $.01, were present in person or by proxies. This represented nearly 95 percent of the 50,621,147 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders:

•Elected all eight of the directors nominated by the Board of Directors; •Ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm; •Approved the Company's amended and restated equity compensation plan; and •Approved, on an advisory basis, the compensation of the Company's named executive officers, as described in the Company's Proxy Statement.

Set forth below are the final voting results on each such matter.

1. Election of Directors. The Board of Directors of the Company nominated eight persons for election as directors of the Company, each to hold office for a one-year term expiring at the 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified. Each nominee was an incumbent director, and no other person was nominated. The votes cast for or withheld with respect to each nominee were as follows:



          Name of Director             For             Withheld          Broker Non-Votes
        Anthony T. Clark           45,862,682          479,179            1,622,265
        Dana J. Dykhouse           38,552,277        7,789,584            1,622,265
        Jan R. Horsfall            46,229,697          112,164            1,622,265
        Britt E. Ide               45,989,178          352,683            1,622,265
        Robert C. Rowe             46,268,213           73,648            1,622,265
        Linda G. Sullivan          46,031,453          310,408            1,622,265
        Mahvash Yazdi              46,108,844          233,017            1,622,265
        Jeffrey W. Yingling        46,018,021          323,840            1,622,265

2. Ratification of Independent Registered Public Accounting Firm. The votes cast with respect to the ratification of Deloitte & Touche LLP as our independent registered accounting firm were as follows:



                              For            Against        Abstain
                           47,746,606        153,193        64,327

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3. Approval of Amended and Restated Equity Compensation Plan. The votes cast with respect to the approval of our amended and restated equity compensation plan were as follows:


                     For            Against        Abstain        Broker Non-Votes
                  41,863,740       4,436,716       41,405            1,622,265

3. Advisory Vote on Executive Compensation. The votes cast with respect to the advisory vote to approve named executive officer compensation were as follows:


                     For            Against        Abstain        Broker Non-Votes
                  45,660,562        622,452        58,847            1,622,265

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