XCEL ENERGY INC — Proxy Solicitation & Information Statement 2020

Apr 8, 2020

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Excha n ge Act of 1934

(Amendment No. )

Filed by the Regi s trant ☒ Filed by a Party ot h er than the R e gi s trant ☐

Ch ec k the a p pro p riate b ox:

☐ Prelimin a ry Proxy Statement

☐ Co n fidential, for U s e of the Commis s ion Only (as permitt e d b y R ule 14 a -6(e)(2))

☐ Definitive Pr o xy Statement

☒ Definitive Additional Mat er ials

☐ Soliciting Ma t erial p ur suant to §240.14 a -12

XCEL ENERGY INC.

(Name of Registrant as Specified In Its Charter)

(Name of Perso n (s) Filing Pro x y Sta t ement, if other th a n the R egi s t r a nt)

Payment of Filing Fee (C h eck the ap p r o priate bo x ):

☒ No fee r e qu i red.

☐ Fee c o mput e d on table be l ow p e r Exch a nge Act Ru le s 14 a - 6 (i)(1) and 0-11.

(1) Title of each cl a ss of securities to whi c h transa c tion applie s :

(2) Aggr e gate n u mber of securities to whi c h transa c tion applie s :

(3) Per unit pri c e or other underlying value of transa c tion c omput e d pursuant to Exchange Act R ule 0-11 (set forth the amount on which the filing fee is ca l cu l ated and state how it w a s d e termin e d):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee pa i d:

☐ Fee paid p re v iously with pr elimin a ry materia l s.

☐ Ch ec k box if any part of the fee is offset as provi d ed by Exchange Act Rule 0 -1 1 (a)( 2 ) and i de ntify the filing for wh i c h the offsetting fee w a s paid p r ev iously. Identify the previous filing by reg i stration stat e ment num b er, or the Form or Sc h edu l e and the date of its filing.

(1) Amount Prev i ously Paid:

(2) Form, Sc h e d ule or Reg i stration Statement No.:

(3) Filing Party:

(4) Date Filed:

XCEL ENERGY INC. *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 22, 2020. XCEL ENERGY INC. 414 NICOLLET MALL MINNEAPOLIS, MN 55401 ATTN: INVESTOR RELATIONS See the reverse side of this notice to obtain proxy materials and voting instructions. D09802-Z76989 You are receiving this communication because you hold shares in the company named above. 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. Meeting Information Meeting Type: Annual Meeting For holders as of: March 25, 2020 Date: May 22, 2020 Time: 9:00 a.m. CDT Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/XEL2020. 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/XEL2020 and be sure to have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page).

D09803-Z76989 Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 6, 2020 to facilitate timely delivery. How to View Online: Have the information that is printed in the box marked by the arrow 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 XXXX XXXX XXXX XXXX (located on the following page) in the subject line. ANNUAL REPORT NOTICE AND PROXY STATEMENT Proxy Materials Available to VIEW or RECEIVE: Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. During The Meeting: Go to www.virtualshareholdermeeting.com/XEL2020. Have the information that is printed in the box marked by the arrow XXXX 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. Before You Vote How to Access the Proxy Materials How To Vote Please Choose One of the Following Voting Methods

Voting Items 1b. Ben Fowke Nominees: 1a. Lynn Casey 1e. Richard T. O’Brien 1c. Netha N. Johnson 1d. George J. Kehl 1h. James T. Prokopanko 1j. James J. Sheppard 1f. David K. Owens 1g. Christopher J. Policinski 1i. A. Patricia Sampson 1k. David A. Westerlund 1n. Daniel Yohannes 1l. Kim Williams 1m. Timothy V. Wolf 4. Shareholder proposal regarding a report on the costs and benefits of Xcel Energy’s voluntary climate-related activities 2. Company proposal to approve, on an advisory basis, executive compensation 3. Company proposal to ratify the appointment of Deloitte & Touche LLP as Xcel Energy Inc.’s independent registered public accounting firm for 2020 1. Election of Directors The Board of Directors Recommends a Vote FOR each of the nominees in Item 1, a Vote FOR Items 2 and 3, and a Vote AGAINST Item 4. D09804-Z76989

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