This proxy statement contains information related to the solicitation of proxies by the Board of Directors (the Board) of NorthWestern Corporation d/b/a NorthWestern Energy (NorthWestern, the company, we, us, or our) in connection with our 2021 Annual Meeting of Shareholders. See the Proxy Statement Glossary on the inside back cover for additional definitions used in the proxy statement.
IMPORTANT VOTING INFORMATION
If you owned shares of NorthWestern Corporation common stock at the close of business on February 22, 2021 (the Record Date), you are entitled to one vote per share upon each matter presented at the annual meeting of shareholders to be held virtually, via the internet, on April 22, 2021. Shareholders whose shares are held in an account at a brokerage firm, bank, or other nominee (i.e., in "street name") will need to obtain a proxy from the broker, bank, or other nominee that holds their shares authorizing them to vote at the annual meeting.
Your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at this shareholders meeting, except on the ratification of our appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021, unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares via telephone or the internet. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank, or other financial institution before the date of the annual meeting.
YOUR VOTE IS IMPORTANT
Your vote is important. Our Board strongly encourages you to exercise your right to vote. Voting early helps ensure that we receive a quorum of shares necessary to hold the annual meeting.
ASSISTANCE
If you have any questions about the proxy voting process, please contact the broker, bank, or other financial institution where you hold your shares. The Securities and Exchange Commission also has a website (www.sec.gov/ spotlight/proxymatters.shtml) with more information about your rights as a shareholder. You also may contact our Investor Relations Department by phone at (605) 978-2945 or by email atinvestor.relations@northwestern.com.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 22, 2021
The Notice of Annual Meeting, Proxy Statement, and 2020 Annual Report to
Shareholders are available on the internet atwww.proxyvote.com.
ATTENDING THE ANNUAL MEETING VIRTUALLY
We are choosing to hold the Annual Meeting of Shareholders virtually due to the COVID-19 pandemic, taking into consideration the safety of our shareholders and employees. Only shareholders of record or their legal proxy holders as of the record date or our invited guests may participate in the virtual annual meeting. If you wish to participate in the virtual annual meeting and your shares are held in street name at a brokerage firm, bank, or other nominee, you will need the 16-digit control number that can be found on your Annual Meeting Notice.
A replay of the Annual Meeting will be available on our website at NorthWesternEnergy.com under Our Company / Investor Relations / Presentations and Webcasts through April 22, 2022.
Notice of 2021 Annual Meeting and Proxy Statement
March 5, 2021
Dear Fellow NorthWestern Corporation Shareholder:
You are cordially invited to attend the 2021 Virtual Annual Meeting of Shareholders to be held on Thursday, April 22, 2021, at 10:00 a.m. Mountain Daylight Time atwww.virtualshareholdermeeting.com/NWE2021. We're choosing to hold the Annual Meeting of Shareholders virtually due to the COVID-19 pandemic, taking into consideration the safety of our shareholders and employees.
At the meeting, shareholders will be asked to elect the Board of Directors, to ratify the appointment of our independent registered public accounting firm for 2021, to approve our equity compensation plan, to hold an advisory "say-on-pay" vote on the compensation of our named executive officers and to transact any other matters and business as may properly come before the annual meeting or any postponement or adjournment of the annual meeting. The proxy statement included with this letter provides you with information about the annual meeting and the business to be conducted.
YOUR VOTE IS IMPORTANT. We urge you to read this proxy statement carefully. Whether or not you plan to attend the virtual annual meeting online, we encourage you to vote promptly through the internet, by telephone, or by mail.
For details on how to access the virtual annual meeting, please see the information under the caption "Attending the Annual Meeting Virtually" below. If you are unable to attend our virtual annual meeting, a webcast will be available on our website at NorthWesternEnergy.com under Our Company / Investor Relations / Presentations and Webcasts, for one year after the meeting.
Thank you for your continued support of NorthWestern Corporation.
Very truly yours,
Robert C. Rowe
Chief Executive Officer
3010 West 69th Street|Sioux Falls, SD 57108
NorthWesternEnergy.com
Table of Contents
Annual Meeting Notice 1
Proxy Summary 2
Items of Business to Be Considered at the Annual Meeting 6
2020 Executive Pay Overview 2
ESG Sustainability 3
Proposal 1 - Election of Directors 6 Proposal 2 - Ratification of Deloitte & Touche LLP as the Independent Registered Public Accounting
Firm for 2021 8
Proposal 3 - Approve Equity Compensation Plan 10
Proposal 4 - Advisory Vote to Approve Named Executive Officer Compensation 13
Executive Pay 14
Compensation Discussion and Analysis 14
Compensation Committee Report 36
2020 Executive Pay 37
2020 Director Pay 45
Audit Committee Report 46
Corporate Governance 47
Board of Directors 48
Board Diversity 49
Individual Directors 50
Board Independence 55
Board Committees 56
Other Governance Practices 60
Stock Information 62
Who Owns Our Stock 62
Stock for Compensation Plans 64
Annual Meeting Information 65
Voting Procedures 65
General Information 67
Appendix 70
Equity Compensation Plan Summary 70
Equity Compensation Plan 81
Proxy Statement Glossary (inside back cover)
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NorthWestern Corporation published this content on 05 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2021 20:50:06 UTC.