NorthWestern Corporation (NYSE:NWE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Long-Term Incentive Program

On February 11, 2019, the Board of Directors (the “Board”) of NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) (the “Company”), based on the recommendation of the Human Resources Committee (the “Committee”) of the Board, approved the 2019 Long-Term Incentive Program (the “Program”) for performance shares to be awarded to 95 participants, including all of the executive officers, under the NorthWestern Corporation Amended and Restated Equity Compensation Plan (the“Equity Compensation Plan”). Robert C. Rowe, a Board member and our president and chief executive officer, abstains on all employee compensation-related decisions of the Board and abstained on the Board’s decision to approve the Program.

to the Program, each participant (including each executive) will receive a targeted number of performance units based upon a percentage of the participant’s salary divided by the grant date fair value of the Company’s common stock, which uses the closing stock price on the grant date, less the present value of expected dividends). Each award also is governed by the terms of the Form of NorthWestern Corporation Performance Unit Award Agreement (the “Award Agreement”) and the Equity Compensation Plan.

The long-term incentive target opportunities for the 2019 LTIP, expressed as a percentage of base compensation, for the Company’s principal executive officer, principal financial officer and the other named executive officers in the Company’s 2018 Proxy Statement are as follows:

Payment of the performance units to each participant, including each executive, is conditioned on the maintenance of investment grade ratings for the Company during the performance period and the attainment of certain performance measures established by the Committee. The performance measures are weighted as follows: 50 percent to a matrix composed of the three-year average of return on average equity and earnings per share growth, and 50percent to relative total shareholder return as measured against total shareholder return for the members of the Company’s peer group. Such performance measures could result in payment of an award ranging from 0 to 200 percent of a participant’s target. However, if total shareholder return is negative, then the payout for the total shareholder return component is limited to 100percent.

Payment of the performance units also generally is contingent upon the participant remaining in the continuous employ of the Company through the end of the performance period; however, acceleration can occur upon the death or disability of the participant or a change of control of the Company. The Committee will have the discretion to include or exclude the impact of

specified unusual or extraordinary events from the calculation of the performance measures. Payout of the earned and vested performance units will be made in shares of common stock of the Company, with one performance unit vested and earned equal to one share of the Company’s common stock; however, upon a change of control, awards either will be deemed vested and satisfied at 100 percent of target or will be paid out in cash. Eligible participants will be able to elect to defer receipt of all or any portion of any earned performance units.

For further information regarding the Award Agreement, see the copy of the Award Agreement that is filed as Exhibit 99.1 hereto and incorporated herein by reference. For further information regarding the Equity Compensation Plan, see Appendix A to NorthWestern Corporation’s Proxy Statement for the 2014 Annual Meeting of Shareholders filed on March 7, 2014, Commission File No. 1-10499, which is incorporated herein by reference.

* filed herewith

NORTHWESTERN CORP Exhibit
EX-99.1 2 exh991formof2019ltipagreem.htm EXHIBIT 99.1 FORM OF 2019 LTIP AWARD AGREEMENT Exhibit Exhibit 99.1NorthWestern Corporation Performance UnitAward Agreement (Granted Under the Amended and Restated Equity Compensation Plan) The long-term incentive program is designed to provide eligible employees of NorthWestern Corporation (together with its subsidiaries,…
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About NorthWestern Corporation (NYSE:NWE)

NorthWestern Corporation, doing business as North-Western Energy, provides electricity and natural gas. The Company provides electricity and natural gas to over 701,000 customers in Montana, South Dakota and Nebraska. It generates and distributes electricity in South Dakota; distributes natural gas in South Dakota and Nebraska, and generates and distributes electricity and distributed natural gas in Montana. The Company’s segments are Electric operations, Natural gas operations and All other, which primarily consists of unallocated corporate costs. The Company’s regulated electric utility business in Montana includes generation, transmission and distribution. Its service territory covers approximately 107,600 square miles, representing over 73% of Montana’s land area. Its regulated natural gas utility business in Montana includes production, storage, transmission and distribution. The Company distributes natural gas to approximately 191,500 customers in over 105 Montana communities.