Form 8-K - Current report

0001993004false00019930042024-11-202024-11-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2024

NorthWestern Energy Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-56598

93-2020320

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3010 W. 69th Street

Sioux Falls

South Dakota

57108

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 605-978-2900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant			Title of each class			Trading Symbol(s)			Name of each exchange on which registered
NorthWestern Energy Group, Inc.			Common stock			NWE			Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

---

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

Appointment of Director

On November 20, 2024, the Board of Directors of NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy (Nasdaq: NWE) (NorthWestern), elected David L. Goodin to the Board, with a term commencing December 1, 2024, and expiring at the Company's next Annual Meeting of Stockholders scheduled for April 30, 2024, at which time Mr. Goodin is expected to be nominated for approval by the Company's stockholders.

Mr. Goodin has over 40 years of experience in the utility industry with MDU Resources Group, Inc. (NYSE: MDU). On Jan. 5, 2024, he retired as MDU's president and chief executive officer, and on May 14, 2024, he retired from MDU's board of directors. Before becoming CEO in 2013 and over the course of his career with MDU, he served in various leadership roles in the organization, including president and chief executive officer of the Utility Group, president of Cascade Natural Gas, and executive vice president of operations and acquisitions at MDU.

Mr. Goodin has been appointed to a number of boards during his career. In addition to MDU’s board, he has shared his leadership experience as a member of the U.S. Bank Western North Dakota Advisory Board, the Sanford West Medical Board, and the Boards of the NDSU Foundation and Alumni Association and the Bismarck State College Foundation. His utility expertise has allowed him to serve on the Boards of the Edison Electric Institute, American Gas Association, North Central Electric Association, and Midwest Energy Association.

NorthWestern anticipates Mr. Goodin will serve on two of the Board's committees yet to be determined. He will receive compensation for Board service consistent with compensation received by the Company's other non-employee directors (which is described in the Company's Proxy Statement dated March 8, 2024).

The press release announcing the appointment of Mr. Goodin to the Board is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

Exhibit No.						Description of Document
99.1*						Press Release, dated November 21, 2024
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
* filed herewith

---

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						NorthWestern Energy Group, Inc.
			By:			/s/ Timothy P. Olson
						Timothy P. Olson
						Corporate Secretary

Date: November 21, 2024

			NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com

FOR IMMEDIATE RELEASE

NorthWestern Energy Welcomes New Board Member

BUTTE, MT / SIOUX FALLS, SD – Nov. 21, 2024 – NorthWestern Energy Group, Inc.
d/b/a NorthWestern Energy (Nasdaq: NWE) today announced that its board of directors recently elected David L. Goodin as a director to a term commencing Dec. 1, 2024. Goodin brings extensive utility operations and executive experience to the independent board.

Goodin has over 40 years of experience in the utility industry with MDU Resources Group, Inc. (NYSE: MDU). On Jan. 5, 2024, he retired as MDU's president and chief executive officer, and on May 14, 2024, he retired from MDU's board of directors. Before becoming CEO in 2013 and over the course of his career with MDU, he served in various leadership roles in the organization, including president and chief executive officer of the Utility Group, president of Cascade Natural Gas, and executive vice president of operations and acquisitions at MDU.

Mr. Goodin has been appointed to a number of boards during his career. In addition to MDU’s board, he has shared his leadership experience as a member of the U.S. Bank Western North Dakota Advisory Board, the Sanford West Medical Board, and the Boards of the NDSU Foundation and Alumni Association and the Bismarck State College Foundation. His utility expertise has allowed him to serve on the Boards of the Edison Electric Institute, American Gas Association, North Central Electric Association, and Midwest Energy Association.

“NorthWestern Energy has completely refreshed its board of directors over the past ten years to bring in a diverse group of talented individuals,” said CEO Brian Bird. “Dave will continue our tradition of strong corporate governance and bring additional bench strength in utility executive leadership after his lengthy and successful career at MDU. We look forward to leaning on his prior leadership experience in Montana and the region in which we serve our customers.”

The addition of Goodin will increase temporarily the NorthWestern Energy board to ten members. On Jan. 1, 2025, the board will return to nine members following the previously announced resignation of current board member Tony Clark on Dec. 31, 2024, as part of his transition to becoming the Executive Director of the National Association of Regulatory Utility Commissioners. Only one board member, CEO Brian Bird, is an employee of the company, with the others representing a broad range of experience across the utility industry.

About NorthWestern Energy (Nasdaq: NWE)

NorthWestern Energy Group, Inc., doing business as NorthWestern Energy, provides essential energy infrastructure and valuable services that enrich lives and empower communities while serving as long-term partners to our customers and communities. We work to deliver safe,

---

NorthWestern Energy Welcomes New Board Member

November 22, 2024

Page 2

reliable, and innovative energy solutions that create value for customers, communities, employees, and investors. We do this by providing low-cost and reliable service performed by highly-adaptable and skilled employees. We provide electricity and / or natural gas to approximately 775,300 customers in Montana, South Dakota, Nebraska, and Yellowstone National Park. Our operations in Montana and Yellowstone National Park are conducted through our subsidiary, NorthWestern Corporation, and our operations in South Dakota and Nebraska are conducted through our subsidiary, NorthWestern Energy Public Service Company. We have provided service in South Dakota and Nebraska since 1923 and in Montana since 2002.

Investor Relations Contact:

Travis Meyer

605-978-2967

[e-mail]

Media Contact:

Jo Dee Black

866-622-8081

[e-mail]

Document and Entity Information Document	Nov. 20, 2024
Cover [Abstract]
Document Type	8-K
Entity Registrant Name	NorthWestern Energy Group, Inc.
Entity File Number	000-56598
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	93-2020320
Entity Address, Address Line One	3010 W. 69th Street
Entity Address, City or Town	Sioux Falls
Entity Address, State or Province	SD
Entity Address, Postal Zip Code	57108
City Area Code	605
Local Phone Number	978-2900
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock
Entity Central Index Key	0001993004
Amendment Flag	false
Trading Symbol	NWE
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Document Period End Date	Nov. 20, 2024

---