Xcel Energy®
LEADING THE ENERGY FUTURE
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

		Ben Fowke Chairman of the Board, President and Chief Executive Officer

April 3, 2018

Dear Fellow Shareholders:

Xcel Energy looks forward to welcoming you to St. Cloud, Minnesota for our 2018 Annual Shareholders’ Meeting! We have many exciting things underway across our service territories and I look forward to showcasing our operations, community involvement, and team in our northern territory, a vibrant and major portion of our business.

2017 was another outstanding year for Xcel Energy. Highlights of the year include:

We have many opportunities in front of us, including strategic investments that will serve our customers and our shareholders well into the future. Xcel Energy’s future is bright, and I look forward to sharing more with you regarding our plans for:

Details for meeting attendance are included in this proxy statement. You can also listen to the meeting via webcast at www.xcelenergy.com.

Also enclosed are details for how and when to vote and other important information. Your vote is very important, so please cast it promptly.

Thank you for your confidence in us. I hope to see you in St. Cloud.

Sincerely,

Ben Fowke

Chairman, President and Chief Executive Officer

		Chris Policinski Lead Independent Director

April 3, 2018

Dear Fellow Shareholders:

On behalf of the Board of Directors, I join Ben in inviting you to Xcel Energy’s 2018 Annual Shareholders’ Meeting. Your Board is committed to effective governance that delivers both strong results for you and great value for customers.

We are proud to have delivered those results consistently over time. Our sound governance practices combine the benefits of strong, independent oversight with broad expertise and strong management that — working together — allow us to successfully execute innovative strategies in a complex and changing industry. Our practices ensure effective Board operations, encourage independent thought and judgment, and execute appropriate levels of Board oversight to produce these consistent and strong results.

We are committed not only to delivering outstanding results, but also representing your interests. These and other practices are detailed in the proxy statement, which I encourage you to review as you cast your vote.

As your Lead Independent Director, I am focused on the important obligations that our Board owes to you, our shareholders. My responsibilities include reviewing and approving the agenda for our Board meetings to ensure they cover key areas of Company focus, working with the Chairman to provide the directors information needed to effectively govern, developing and executing succession plans to ensure strong independent oversight over the long term, and acting as a regular communications channel between our independent directors and our chief executive officer — duties all designed to ensure the efficient operations of the Board and effective oversight of the Company.

It is my privilege to serve as Xcel Energy’s Lead Independent Director, and I look forward to continuing my service to the Company. Know that your Board remains focused on delivering value to you, today and long into the future.

Thank you for investing in Xcel Energy. We look forward to another great year.

Sincerely,

Chris Policinski

Lead Independent Director

Table of Contents

Forward-Looking Statements

The statements contained in this proxy statement about our future performance, including, without limitation, future financial and operational results, strategies, prospects, consequences and all other statements that are not purely historical, are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Although we believe that our expectations are based on information currently available and on reasonable assumptions, we can give no assurance they will be achieved. There are a number of risks and uncertainties that could cause actual results to differ materially from any forward-looking statements made herein. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K and subsequent reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”), and available on our website: www.xcelenergy.com. These reports address in further detail our business, industry issues and other factors that could cause actual results to differ materially from those indicated in this proxy statement. In addition, any forward-looking statements included herein represent our estimates only as of the date hereof and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even if our internal estimates change, unless otherwise required by applicable securities laws.

Notice of Internet Availability of Proxy Materials or this proxy statement and proxy card are being distributed on or about April 3, 2018. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 16, 2018: Our 2018 proxy statement and Annual Report are available free of charge at www.proxydocs.com/xel

You are receiving these proxy materials in connection with the solicitation by the Board of Directors (“Board”) of Xcel Energy Inc. (referred to in this proxy statement as “Xcel Energy,” the “Company,” “we,” “us,” and “our”) of proxies to be voted at Xcel Energy’s 2018 Annual Meeting of Shareholders. Please vote on the proposals described in this proxy statement.

Thank you for investing in Xcel Energy.

Proxy Summary Proxy Summary Voting Matters and Board Recommendations: Board Vote Recommendation Page Reference (for more detail) Proposal No. 1 Proposal No. 2 Proposal No. 3 Election of Directors Candidates provide the needed experience and expertise to govern the Company and ensure strong independent oversight. Advisory Vote on Executive Compensation Xcel Energy’s executive compensation plan is market based, performance driven, and aligned with shareholder interests. Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for 2018 All independence standards have been met and sound practices are employed to ensure strong, independent financial governance. FOR each nominee Page 18 FOR Page 27 FOR Page 57 How to Vote If you held shares of Xcel Energy common stock as of the record date (March 20, 2018), you are entitled to vote at the annual meeting. By Internet — Go to the website at www.proxypush.com/xel, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials. By Telephone — Call 1-866-883-3382, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card. By Mail — If you received a full paper set of materials, date and sign your proxy card exactly as your name appears on your proxy card and mail it in the enclosed, postage-paid envelope. If you received a Notice of Internet Availability of Proxy Materials, you may request a proxy card by following the instructions in your Notice. You do not need to mail the proxy card if you are voting by internet or telephone. In Person — At the annual meeting. 2018 Xcel Energy Proxy Statement 1

Proxy Summary Corporate Governance Our proven track record of delivering strong financial and operational results is rooted in a foundation of excellent corporate governance and a culture of compliance. Shareholder Value Strong Operational and Financial Results Sound Corporate Governance Strong Governance Practices Independent Oversight Shareholder Rights Regular executive sessions Tenure and overboarding policies Annual Board and committee evaluations Annual strategy and risk review 11 independent directors Lead Independent Director elected annually Committees composed entirely of independent directors Directors elected by majority vote Annual advisory vote on executive compensation No supermajority approval provisions Proxy access right Good mix of diverse directors with varied experience and tenure Board governance process for cybersecurity Direct Board interaction with employee groups New director elected Committee assignments refreshed Commitment to robust succession planning Direct governance outreach to shareholders representing more than 40% of outstanding shares Direct investor relations outreach to active institutional investors representing nearly 70% of shares Governance Highlights Our Board is composed of the right skill mix and has a healthy succession cadence. 9 92% 33% 92% 67% Years Average Tenure Are Independent Are Female and/or Minority Have C-suite Experience Have Environmental Experience Recognized for two consecutive years as one of Corporate Responsibility Magazine’s 100 Best Corporate Citizens for performance related to the environment, employee relations, corporate governance, financial results and community support 2018 Xcel Energy Proxy Statement 2

Proxy summary Financial Results Retaining the trust and confidence of our shareholders, customers and policymakers remains a top priority. Our 2017 results demonstrate our continued ability to deliver on that commitment. Total Shareholder Return Xcel Energy 21-Member Peer Group EEI Investor-Owned Electrics(1) 21.9% 8.8% 11.7% 48.3% 21.9% 26.1% 115.3% 78.8% 83.7% One Year Three Year Five Year Track Record of Success 2016-2017 2005-2017(CAGR) Ongoing eps growth(2) 4.1% 5.9% Met or exceeded ongoing EPS guidance for 13 consecutive years Dividend Growth 5.9% 4.4% Increased dividend for 14 consecutive years Stock Price 18.2% 8.3% CAGR reflects YE 2005 to YE 2017 Honored on the Forbes Global 2000 list of Top Regarded Companies (1) EEI index is market capitalization-weighted and was comprised of 43 companies as of December 31, 2017. (2) Ongoing EPS is a non-GAAP number and is defined in Exhibit A, which reconciles this amount to GAAP EPS for each period. 2018 Xcel Energy Proxy Statement 3

Proxy summary Our Strategy We strive to be the preferred and trusted provider of the energy our customers need. Given the changing energy landscape, we will continually adapt our business to meet the evolving needs of our customers, investors and policymakers. With oversight by our Board of Directors, we are working to do so through our three strategic priorities—lead the clean energy transition, keep bills low and enhance the customer experience. Priority Lead the Clean Energy Transition Notable Accomplishments Announced the largest multi-state investment plan for wind capacity in the country; plans for 12 new wind farms Reduced carbon emissions by 35% since 2005, with plans to reduce by 50% by 2022 and by approximately 60% by 2030, assuming we are able to execute on our plans(3) Named the No. 1 U.S. utility wind energy provider by the American Wind Energy Association since 2005 Keep Bills Low Average residential electricity bill has decreased by 3% since 2013 Held operating and maintenance expenses relatively flat for the past three years Renegotiated biomass contracts that are estimated to save customers in excess of $600 million over the next decade Recognized by the Department of Energy for energy efficiency cooling programs that help customers save energy and money Enhance the Customer Experience Launched a program in Minnesota for customers to purchase up to 100% renewable energy at a fixed price, with Colorado to follow in 2018 Helped customers save more than 1,000 gigawatt hours through our energy efficiency programs Honored by our customers with three awards for exceptional customer service through the Edison Electric Institute (3) Emissions reduction percentage is calculated for electricity used to serve Xcel Energy customers. 2018 Xcel Energy Proxy Statement 4

Proxy summary Responsible by Nature We see our success today and in the future not simply as a measure of profit but equally as our broader impact on the public good. The safe, clean, reliable and affordable energy we provide enables our local economies and individuals to thrive and communities across our territory to grow, develop and achieve their goals. Priority Plans and Progress Environmental Responsibility We are working to provide cleaner energy in a way that is affordable for our customers. Plan to grow renewables from 27% of our generation portfolio today to more than 45% in 2022 Plan to retire over 40% of owned coal-fueled capacity by the end of 2026, as compared to 2005 levels Offer more than 150 energy efficiency and conservation programs Reduced water consumption by more than 40%, sulfur dioxide emissions by 72%, and nitrogen oxide emissions by 76% since 2005 Community Responsibility We are committed to help strengthen the communities in which we live and work. Employees and our Foundation donated more than $8 million in 2017 in support of STEM education, economic stability, environmental stewardship, and access to the arts and culture Provided 71% of our normal goods and services spend—more than $2.5 billion—to local businesses in 2017 Contributed funds back into our communities as a significant property taxpayer in the states where we live and work Provided nearly $60 million in energy assistance for low-income, elderly and other at-risk customers in 2017 Long-Term View Our investors look to us to help them create a secure future for their clients, and we effectively manage risk to retain that trust. We are preparing for the long term: our business will look different in an increasingly digitized world, requiring different skills and investments. Transitioning our generation portfolio to more renewable sources, adding 3,680 megawatts of wind by the end of 2021 Operating our nuclear fleet to provide reliable, affordable, carbon-free energy for customers through license life Investing over $1 billion in grid intelligence and security in the next decade to enable more renewable and distributed generation Piloting and planning for more batteries and electric vehicles as generation, storage and vehicle advancements occur Investing in our workforce by offering competitive wages and benefits, and nurturing our talent pipeline through interns, diverse and veteran hiring, and supporting youth STEM education Learn more about Xcel Energy’s environmental, social and economic contributions in our annual Corporate Responsibility Report, published in June at xcelenergy.com/CorporateResponsibility 2018 Xcel Energy Proxy Statement 5

Proxy summary Results-Driven Compensation Our compensation programs are performance based and market competitive, aligning incentive opportunities with the performance expected of us by our shareholders and customers. Performance Market Equity-based Based Competitive Incentive Majority of executive compensation is at risk, and pay is aligned with performance Motivates achievement of financial, operational and stock price performance goals Enables us to attract and retain talented leaders Compares us to a 21-member industry peer group Focuses on long-term shareholder value Aligns executive interests with those of shareholders and rewards for strategic success Annual Incentive Pay Customer Reliability Employee 60% 20% 20% Customer Safety, Affordability and Loyalty Grid Reliability Employee Safety Long-term Incentive Pay Total Shareholder Return Environment Leadership Continuity 50% 30% 20% Relative to Peer Companies Reduction in CO2 Emissions Continued Service Timeframe Notable Accomplishments Achieved best-ever performance in employee safety, public safety and electric system reliability Held operating and maintenance expenses relatively flat for the past three years Ensured solid nuclear operations with a 91% capacity factor and both stations in NRC Column 1 status Reduced carbon emissions by 35% since 2005 Recognized among Fortune magazine’s Most Admired Utilities, based on quality of products/services, quality of management and long-term investment value 2018 Xcel Energy Proxy Statement 6

Corporate Governance

Serving shareholders well is a key priority for your Board. We believe that the most effective oversight comes from:

Xcel Energy has the practices, the Board, and the management team to deliver consistent and strong results for shareholders.

We regularly monitor issues and trends in corporate governance and employ practices that best serve shareholders. Current practices include:

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Highlights of our practices are summarized on the following table, followed by additional explanation of key features.

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Leadership Structure and Roles

Our Board consists of a combined Chairman/CEO position, complemented with a Lead Independent Director chosen from our independent directors. This structure, along with other corporate governance practices discussed below, provides sound and independent oversight of the Company. The Board believes that this structure is best suited for the Company at this time and serves shareholders well. We annually review this structure to confirm it is most effective for our business.

The Chairman/CEO role brings to the Board the experience and expertise of both the Company and the industry. The skills and experience of the CEO are well suited for the role of Chairman, putting the Board in the best position to identify and assess key industry drivers and important changes in the energy and consumer landscape to support development of effective strategies. In light of the opportunities and challenges facing the Company and the importance of the Chairman role, the Board believes that shareholders are best served by having a combined role of Chairman and CEO.

Mr. Fowke currently serves in this role, providing the benefit of his extensive experience in the regulated energy industry to both the Company and the Board. His thorough understanding of the opportunities and challenges facing the industry is valuable at both the Board and management levels. For example, he was recognized by Public Utility Fortnightly as one of the 2017 Top Forty industry innovators for Xcel Energy’s steel-for-fuel strategy that aggressively advances a clean energy agenda that benefits customers, shareholders and the environment.

The Lead Independent Director plays an important role in our governance structure, working with both the independent directors and management to ensure the Company is well positioned with sound strategy, solid risk management and effective governance. Mr. Policinski serves in this role, having been elected to serve a one-year term in May 2017, his second consecutive year in this role.

The final piece of this governance structure is the independent directors. The Board currently consists of eleven independent directors. Our directors are strong individuals, comfortable with their roles representing shareholders and maintaining objectivity in the Board’s deliberations. They conduct business via a sound committee structure that advocates risk management and mitigation as assigned by the Board and reports back to the Board for an efficient and effective process.

The Board believes that this structure ensures that directors receive the information, industry insights and direction needed to form successful strategies while maintaining the independence necessary to ensure effective governance and oversight. Our business is rather unique in that it is price-regulated, operates under a complex set of federal, state and local regulations, and is undergoing significant change. Working with the Lead Independent Director, the Chairman can both educate the Board and lead the development of strategy, providing information and insight on the Company’s opportunities, challenges and performance.

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Risk Oversight

A key accountability of the Board is the oversight of material risk, and our Board employs a strong process for doing so. As outlined below, management and each Board committee has responsibility for overseeing the identification and mitigation of key risks and reporting their assessments and activities to the full Board.

Management identifies and analyzes risks to determine materiality and other attributes such as timing, probability and controllability. Management broadly considers our business, the utility industry, the domestic and global economies, and the environment, and employs a robust compliance program when identifying, assessing, managing and mitigating risk.

The Board approaches risk oversight and mitigation as an integral and continuous part of its governance of the Company. First, the Board as a whole regularly reviews management’s key risk assessment and analyzes areas of existing and future risks and opportunities. Next, the Board assigns oversight of certain critical risks to each of its four standing committees to ensure these risks are both well understood and provided focused oversight by the committee with the most applicable expertise. New risks identified during the risk assessment process are considered and assigned as appropriate, typically during the annual Board and committee evaluation process, with committee charters and annual work plans updated accordingly. Committees regularly report on their oversight activities, and certain risk topics may be brought to the full Board for consideration where deemed appropriate to ensure broad Board understanding of the nature of the risk. Finally, the Board conducts an annual strategy session where the Company’s future plans and initiatives are reviewed and confirmed in light of the current and projected landscape.

The Audit Committee is responsible for reviewing the adequacy of risk oversight and affirming that appropriate oversight occurs. Current risk assignments are as follows:

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This tiered and structured approach provides a comprehensive risk-management framework that ensures shareholder interests are protected. For example, given its emergence as a threat, the Board employs comprehensive oversight of the risks associated with cybersecurity and the physical security of our assets, with the topic addressed twice at the Board level, as well as at the ONES and Audit Committees throughout the year. While the ONES Committee has primary committee responsibility for this topic due to the operational issues involved, the Board has determined that the topic is of sufficient importance to warrant this comprehensive oversight approach. Augmenting this oversight, the Board conducts annual drills to practice its response in a possible emergency situation to ensure it is well prepared and positioned to perform in a possible crisis.

The Board also employs a process of ensuring compliance practices are sound, a particularly important topic given our highly regulated business. Management performs a regular compliance risk assessment as a companion to the enterprise risk assessment, providing a focused overview of the unique areas of compliance risk the Company faces. The Audit Committee is regularly apprised of compliance risks via regular briefings and written updates to ensure these risks are appropriately managed and mitigated.

Board Committees

Structures

As noted, the Board employs a committee structure to assist in conducting its work and regularly refreshes that work in light of regular risk assessments. By assigning responsibilities to committees with particular expertise and focus, the Board can ensure it fulfills its duties in an efficient and effective manner.

Committees are made up exclusively of independent directors, with members of Audit and GCN meeting additional independence criteria. Each operates under a written charter that clearly defines its responsibilities, which is regularly reviewed and approved at both the committee and Board level. Committees have the authority to engage outside experts, advisors, and counsel to assist in their duties, as needed. In addition, each committee undertakes a regular evaluation process and members participate in training on relevant topics to ensure the committee functions well and directors are well educated on issues. Additional information regarding these governance practices is provided in the Practices section below.

For topics having broad implications for Xcel Energy, the full Board may hear or act on any issue, and committees may provide updates up to the full Board for its information and consideration. Likewise, a committee may delegate all or a portion of its responsibilities to a subcommittee, as appropriate. This flexibility can be employed as appropriate to ensure risks are effectively overseen and managed.

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Practices

Evaluations

The Board and committees conduct an annual assessment process to evaluate the effectiveness of their processes, identify issues or topics for further exploration and provide feedback on the quality and timeliness of information from management, among other things. The process includes a survey of the directors, individual interviews with the Lead Independent Director, discussion in both regular and executive sessions, and feedback to management. The Board believes this assessment process is an important component of the governance process and helpful in driving continued improvement in the overall effectiveness of Board and committee oversight.

Training

Committees are regularly apprised of new and emerging requirements and trends facing the industry. Each committee conducts training on topics relevant to its responsibilities, and committees regularly seek input to prioritize training topics. In addition, the ONES Committee participates in site visits to gain understanding of our operations, including tours of our nuclear plants, and the full Board has toured certain facilities to gain even deeper understanding of various aspects of our business. For example, in 2017, directors visited the command center for execution of our Productivity through Technology project, a key initiative to deploy major software systems. Directors are encouraged to participate in outside training on topics related to corporate governance and industry issues. In addition, under our Guidelines on Corporate Governance, each new director is expected to participate in a detailed orientation process and each sitting director is expected to participate in periodic continuing education.

The Company publishes continuing education opportunities periodically for director consideration and facilitates participation. During 2017, members of the Board attended outside training on topics such as financial governance, emerging trends in audit issues, and education on nuclear issues.

Strategy Session

The Board annually conducts a strategy session to consider new and emerging industry trends, consult with outside experts, and assess current strategies and key initiatives to ensure the Company is well positioned for the future. This session offers the opportunity for a fluid exchange of information and ideas, helping to refine the current approach, identify new opportunities and risks, and establish key objectives to be monitored throughout the year as the strategies are executed. Agendas for future Board meetings are set in consideration of these objectives.

Succession Planning

The Board employs robust practices to ensure strong continuity of skills and leadership over time through sound succession planning. The GCN regularly develops and the Board regularly reviews succession plans for the CEO and top leaders, as well as plans to develop and/or acquire talent in key positions of management. Likewise, the GCN regularly reviews timing of changes in Board make-up given director tenure and age requirements to identify the timing and needed skills for seeking new directors for Board positions, as well as paths for Board leadership positions, such as committee chairs. The Board has been successful in recruiting and bringing on new directors with unique skills that are important to our business and will continue to develop and execute plans to ensure sound governance, strong leadership, and business continuity through effective succession planning.

Shareholder Engagement and Investor Outreach

Our Company believes that regular, transparent communication with our shareholders and other stakeholders is essential to Xcel Energy’s long-term success. We have continued our practice of engaging with shareholders throughout the year on a range of topics. Presentations at financial conferences, meetings with analysts and investment firms, regular outreach on governance topics, and responding to inquiries are examples of the activities we employ to engage our shareholders. During 2017, our governance outreach with our largest shareholders represented more than 40 percent of outstanding shares, we participated in 20 sell-side/industry conferences or non-deal road shows and held over 160 individual and group meetings with approximately 395 institutional investors, representing nearly 70 percent of shares held by active managers. The Board received regular updates on such efforts. The Board also offers channels for shareholders to contact it with any inquiry or issue, and responds as appropriate.

Communications with the Board

The Board welcomes your input. You may communicate with the Board in two ways: First, you may send correspondence to the Company’s principal offices in care of the Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. Second, you may contact the directors directly via email at BoardofDirectors@xcelenergy.com. These emails are sent automatically to an independent director designated to receive such communications. The email is simultaneously sent to the Corporate Secretary’s office, who may act as agent for the independent directors and coordinate the response. If the receiving director requests the Company to respond on behalf of the directors, a copy of the Company-prepared response is provided to the receiving director. If the receiving director does not request a response, the agent acting for the receiving director will provide a summary of the actions taken. The Company reserves the option to review and change this policy if directed by the Board due to the nature and volume of the correspondence.

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Determining Executive Officer and Director Compensation

The GCN has broad authority to develop and implement compensation policies and programs for executive officers and directors. The GCN may retain independent, external compensation consultants to assist in this effort and may change consultants at any time during the year if it determines that a change would be in the best interests of the Company and its shareholders.

To assist in setting 2017 compensation, the GCN retained Meridian Compensation Partners, LLC (“Meridian”) as its independent, executive compensation consultant. Meridian is an independent consulting firm delivering advisory services to compensation committees and does not perform any assignments for the Company other than providing executive and director compensation services for the GCN.

Several internal controls exist to ensure the independent judgment of Meridian:

The GCN assessed Meridian’s independence pursuant to Nasdaq and SEC rules and concluded that no conflict of interest exists that prevents it from independently advising the GCN. In its oversight of our 2017 executive compensation program, the GCN worked with Meridian, the CEO and the Executive Vice President, Group President, Utilities and Chief Administrative Officer. The GCN receives additional support from the Senior Vice President, Corporate Secretary and Executive Services; the Senior Vice President, Human Resources and Employee Services; and the Executive Vice President, General Counsel. In 2017, the CEO and other officers provided recommendations with respect to:

Additional information regarding the determination of executive compensation is included in the Compensation Discussion and Analysis (“CD&A”) beginning on page 28.

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Board Planning and Composition

We believe that the most effective oversight comes from a Board of Directors that represents a diverse range of experience and perspectives that provide the collective skills, qualifications, and attributes necessary to provide sound governance. We also believe it is important for the Board to work well as a whole, with members bringing their experience to the table and dialoguing freely with each other and with management to create an environment that results in well functioning oversight. The GCN regularly reviews with the Board the experience and attributes desired for effective governance in our changing industry and evaluates the current Board make-up in light of these criteria.

Director Experience and Attributes

We seek directors with experience and expertise in the following areas:

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In addition to experience and expertise, the GCN and Board consider several additional factors in assessing Board composition and director nominees:

Independence

Diversity

Tenure and Board Refreshment

•  Regular assessments of regulatory requirements, including potential competitive restrictions and interlocks   •  Other positions and directorships held are considered

•  Diversity of backgrounds, experience and thought is important in ensuring effective risk oversight   •  Ethnicity, gender, age, disability, veteran status, sexual orientation, race, national origin, color, religion, creed, geographic representation, education and personality are considered

•  Diversity in tenure creates good mix of perspectives   •  Emerging business needs and desired skills are considered when evaluating potential Board candidates

•  Independence is a critical requirement for good governance   •  The Board reviews independence annually, when candidates are evaluated and upon position changes for an existing director

•  Embracing diversity is one of our core corporate values   •  Our Guidelines on Corporate Governance identify diversity as an important consideration when seeking candidates for the Board

•  Longer-tenured directors bring a deep understanding of the Company   •  Newer members bring fresh perspectives or expertise related to an emerging issue

It is critical for the Company and shareholders to have a well rounded, diverse Board that functions well as a whole. In evaluating director nominees, the GCN considers experience in the areas identified above and expects director nominees to have proven leadership skills, sound judgment, integrity and a commitment to the success of the Company. In addition, for incumbent directors, the GCN considers attendance, past performance on the Board and contributions to the Board and applicable committees.

Board Statistics

Director Independence

Each of our director nominees other than Mr. Fowke is independent. The Board has satisfied, and expects to continue to satisfy, its objective to have no more than two directors who are not independent serving on the Board at any time.

The Board determined director independence under the standards established by the Nasdaq, which we have adopted with a four-year look back. In addition, a director who is an employee or representative of a significant supplier of any Xcel Energy business unit or legal entity will not be “independent” unless we entered into the relationship with the supplier as a result of competitive purchasing practices. When evaluating director independence, the Board has determined that the receipt of regulated electric and gas service from the Company does not constitute a material relationship.

The Board reviews ordinary course of business transactions in which directors have an interest as part of the Board’s annual independence review. The Board specifically considered the Company’s ordinary course transactions with U.S. Bancorp when determining Mr. Davis’ independence. During 2017, U.S. Bancorp affiliates provided service to the Company, for which we paid U.S. Bancorp approximately $1.4 million, or less than .01 percent of U.S. Bancorp’s annual revenue. The services provided included trustee services, service as a non-lead participant for our and our subsidiaries’ syndicated revolving credit facilities and service as one of four co-lead underwriters, but not as the lead billing and delivery underwriter, on a public debt securities offering by one of our subsidiaries. U.S. Bank’s involvement with our revolving credit facilities and as an underwriter were not advisory in nature and did not involve access to strategic decision-making information.

The Board considered the nature and relative size of the transactions, the lack of Mr. Davis’ personal involvement in the transactions and the routine commercial nature of such transactions. Based on its consideration of these factors, the Board determined that none of the transactions impaired Mr. Davis’ independence. In addition, none of the transactions were related-party transactions because Mr. Davis did not have a direct or indirect material interest in the listed transactions.

Director Attendance

During 2017 the Board met six times, and the independent directors met in executive session without management present on all six occasions. The average attendance for all directors at Board and committee meetings was approximately 99 percent. Eleven of our directors attended 100 percent of Board and applicable committee meetings, while one director was slightly lower at 93 percent. Each director also attended a half-day strategy session and related executive session. We do not have a formal policy, but encourage our directors to attend the annual meeting of shareholders. All then-serving directors attended the 2017 annual meeting.

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Director Tenure

The Board believes that diversity in tenure creates a good mix of perspectives with longer-tenured directors bringing a deep understanding of the Company while others bring a fresh perspective and expertise helpful to keeping abreast of a changing industry. The GCN considers emerging business needs and desired skills when evaluating potential candidates. Over the past five years, the Board has added three new directors. As of the date of this proxy statement, the Board consists of 12 directors, whose tenure is shown below.

New Director Nominee

The Board determined to expand the size of the Board in 2017 by one additional director and currently has a total of 12 members. The GCN reviewed the skills and expertise of the Board and determined the Board would benefit from an additional member with expertise in economic and project development, complex stakeholder relationships, and capital and investment management. The GCN sought recommendations of the directors and during a conversation among the Chairman, the Lead Independent Director and the Chair of the GCN, they identified Mr. Owens (who had previously presented to the Board) as a potential candidate. After reviewing Mr. Owens’ qualifications and interviewing him, the GCN recommended him for election to the Board, which the Board approved in August 2017. Mr. Owens’ extensive experience in the electric industry and working with the diverse stakeholders that impact our business brings valuable experience and strategic insight to the Board.

We believe our slate of director nominees provides a well rounded and well qualified Board that collectively provides effective oversight and governance of the Company.

Governing Documents

The following materials relating to our corporate governance can be found on our website at www.xcelenergy.com, under “Company — Investor Relations — Governance Documents” and are also available free of charge to shareholders who request them.

Shareholders may request our governing documents by writing our offices at: Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. We publish any amendments to the Code of Conduct and waivers of the Code of Conduct for our executive officers or directors on our website.

Shareholder Recommendation of Directors

Any shareholder may recommend potential nominees to the GCN for consideration for membership on the Board. Recommendations can be made by sending a written statement of the qualifications of the recommended individual to the Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. Such recommendations should be received by October 1, 2018 to be considered for the 2019 annual meeting. The GCN will evaluate candidates recommended by shareholders on the same basis as it evaluates other candidates.

Proxy Access

In February 2016, we amended our bylaws to permit any shareholder (or group of no more than 20 shareholders) owning three percent or more of our common stock continuously for at least three years to nominate up to an aggregated limit of two candidates or 20 percent of our Board (whichever is greater) for inclusion in our proxy statement. Notice of such nominees for the 2019 annual meeting must be received no earlier than November 4, 2018 and no later than close of business on December 4, 2018. Notice should be addressed to the Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. Requirements for such nominations and nominees are detailed in our bylaws, which are available on our website at www.xcelenergy.com, under “Company —Investor Relations — Governance Documents”.

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9 years average director tenure

Proposal No. 1

Election of Directors

Serving shareholders well is a key priority for your Board. We believe a well qualified and diverse mix of directors best positions the Board to effectively govern and achieve strong results. Demonstrated leadership, judgment, and expertise, combined with diversity, integrity, and experience, are some of the important characteristics for Board members. Such characteristics are evaluated when considering director candidates.

Twelve nominees have been recommended by the GCN and nominated by the Board. We believe this slate of directors brings not only the right expertise and experience to the Board, but also the right attributes to ensure constructive and free exchange of ideas and opinions with each other and with management.

Eleven of the twelve nominees are Xcel Energy directors who were elected by shareholders at the 2017 annual meeting. In August, the Board elected to bring on the significant industry expertise and experience of Mr. David Owens, whose background is detailed below. Because Gail K. Boudreaux resigned at the end of 2017 due to a significant change in her career responsibilities that could not accommodate her continued membership, the Board has elected to remain at twelve members.

Each nominee has agreed to be named in this proxy statement and to serve if elected. Should any nominee become unable to serve for any reason, the persons named as proxies reserve full discretion to vote “FOR” any other persons who may be recommended by the GCN and nominated by the Board, or the Board may reduce the number of nominees. If elected at the 2018 annual meeting, the nominees will hold office until the 2019 annual meeting and until their successors have been elected and qualified.

Vote Required

Each director shall be elected by majority vote, meaning a nominee must receive more votes “FOR” election than the votes cast “AGAINST.” Any director who does not receive a majority of the votes cast “FOR” election must offer his or her resignation for consideration by the Board under the process outlined on page 61. Proxies solicited by the Board will be voted “FOR” each of the nominees, unless a different vote is specified.

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Nominees

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Richard K. Davis Age 60 Director since 2006 Executive Chairman, U.S. Bancorp Public Company Directorships U.S. Bancorp (2006 to present) The Dow Chemical Company (2015 to present) Ben Fowke Age 59 Director since 2009 Chairman of the Board, President and CEO, Xcel Energy Inc. Public Company Directorships None

		Director Qualifications and Experience: Mr. O’Brien’s extensive executive experience provides to the Board valuable strategic insight, leadership skills, and a sound understanding of delivering effective operations in an expansive and capital-intensive business. His acumen in financial reporting and accounting has been determined by our Board to qualify him as an audit committee financial expert. He is currently consulting in the areas of strategy and leadership and operating effectiveness with select mining and private equity firms considering investments in the mining industry. His background in both the mining and electric and gas industries is directly relevant to our business and he brings both valuable experience in effective management of environmental issues and expertise in industry and regulatory issues to our Board.   Business Experience: •  Independent Consultant (October 2015 to current) •  President and CEO, Boart Longyear Limited, a global provider of drilling services, equipment and performance tooling for mining and drilling companies globally (April 2013 to October 2015) •  CEO, Newmont Mining Corporation, a global gold mining company (September 2012 to February 2013) •  President and CEO, Newmont Mining Corporation (July 2007 to September 2012)   Committees: •  Audit (Chair) •  ONES

		Director Qualifications and Experience: With 30 years of leadership experience in the energy industry, Mr. Owens brings a wealth of knowledge and skill to the Board. In his role at the Electric Edison Institute, the electric utility industry trade association, he oversaw key areas such as environmental, energy supply and finance, and state and federal regulatory and policy issues, all important topics for our business. He is a recognized expert in the energy field and has been a leader in shaping constructive public policy frameworks to support the industry’s transition to new and cleaner technologies. An active member in the community, Mr. Owens serves on the boards of a number of professional, academic, and community-based organizations.   Business Experience: •  Executive Vice President, Business Operations Group and Regulatory Affairs, Edison Electric Institute (October 1992 to June 2017)   Committees •  Finance •  ONES

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Richard T. O’Brien Age 64 Director since 2012 Independent Consultant Public Company Directorships Vulcan Materials Company (2008 to present) Boart Longyear Limited (2013 to 2015) Newmont Mining (2007 to 2013) Inergy, L.P. (2006 to 2012) David K. Owens Age 69 Director since 2017 Retired Executive, Electric Edison Institute Public Company Directorships None

		Director Qualifications and Experience: Mr. Policinski leads a rapidly growing, multinational food and agricultural cooperative, experience that positions him to provide valuable leadership and strategic insight in effectively addressing environmental and other major issues. As president and CEO of the third-largest United States cooperative, Mr. Policinski has a wealth of experience in effectively managing operations, addressing new risks and regulatory requirements, and delivering value via effective growth management. He is well versed in finance and the financial reporting process. An active member of the community, Mr. Policinski serves as a director of a number of nonprofits, educational institutions and trade industry groups and provides a solid understanding of the communities we serve.   Business Experience: •  President and CEO, Land O’Lakes, Inc., an agricultural and dairy cooperative (October 2005 to present) •  Senior leadership positions at Land O’Lakes, Inc. and The Pillsbury Company, a grain processor and food production company   Committees •  GCN

		Director Qualifications and Experience: Having led large and complex businesses, Mr. Prokopanko brings valuable leadership skills and strategic insight to the Board. Throughout his career he has created growth, managed expansive operations, built key assets and effectively addressed environmental issues, all valuable skills to contribute to the Board. His experience in commodities, with capital-intensive businesses, and as a director for other public companies likewise contributes valuable and relevant expertise to the Board. Mr. Prokopanko works with and serves on the boards of several nonprofit organizations and brings a thoughtful understanding of the communities we serve.   Business Experience: •  President and CEO, The Mosaic Company, producer of phosphate and potash crop nutrients (January 2007 to August 2015) •  Executive Vice President and COO, The Mosaic Company (July 2006 to January 2007) •  Senior leadership positions, Cargill Corporation, trading, purchasing and distributing grain and other agricultural commodities (1999 to 2006)   Committees: •  GCN •  ONES

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Christopher J. Policinski Age 59 Director since 2009 Lead Independent Director since May 2016 President and CEO, Land O’Lakes, Inc. Public Company Directorships Hormel Foods Corporation (2012 to present) James T. Prokopanko Age 64 Director since 2015 Retired President and CEO, The Mosaic Company Public Company Directorships Regions Financial (2016 to present) Vulcan Materials Company (2009 to present) The Mosaic Company (2004 to 2015)

		Director Qualifications and Experience: As leader of a management development and strategy planning business, Ms. Sampson brings valuable expertise and business experience to the Board. She provides valuable perspective in ethics and business conduct, talent acquisition, retention and development, diversity and social responsibility, all of which are important issues to our stakeholders. Her experience as a business owner provides insight into finance and the financial reporting processes. Ms. Sampson is the former CEO of the Greater Minneapolis Area Chapter of the American Red Cross and is a former board member of various religious and philanthropic organizations within the communities we serve.   Business Experience: •  CEO, President and Owner, The Sampson Group, Inc., a management development and strategic planning business (1996 to present) •  Former CEO, Greater Minneapolis Area Chapter of the American Red Cross   Committees: •  Audit •  Finance

		Director Qualifications and Experience: Mr. Sheppard brings to the Board extensive leadership experience in electric utilities, a solid understanding of the issues facing our industry, and valuable expertise on effective and efficient operations. He is a recognized expert in the nuclear industry, having overseen nuclear operations for major utilities and currently consulting on nuclear projects under development across the globe. In 2017, Mr. Sheppard was appointed to the board of directors of Ontario Power Generation, a generating company owned by the Province of Ontario, Canada, by the Ontario, Canada Minister of Energy. His experience provides valuable insight, knowledge, business acumen, and judgment that is valuable to our nuclear operations and is extremely helpful to the Board.   Business Experience: •  Independent Consultant (January 2011 to present) •  Senior Vice President and Chief Nuclear Officer, Southern California Edison, an electric utility (September 2010 to December 2010) •  Independent Consultant (January 2010 to August 2010) •  Chairman, President and CEO, STP Nuclear Operating Company (April 2003 to December 2009) •  Senior positions, South Texas Project, Sequoyah Fuels Corp. and Robinson Nuclear Project (1990 to 2003)   Committees: •  ONES (Chair) •  GCN

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A. Patricia Sampson Age 69 Director since 1985 CEO, President and Owner, The Sampson Group, Inc. Public Company Directorships None James J. Sheppard Age 69 Director since 2011 Independent Consultant Public Company Directorships None

		Director Qualifications and Experience: Mr. Westerlund has extensive experience in corporate governance and environmental and workforce issues, bringing valuable insight to the Board. Having served as a senior executive in a Fortune 500 company, he contributes leadership skills and business acumen to the Board. Mr. Westerlund was responsible for environmental health and safety, corporate compliance, security, real estate activities, and human resources, including labor and employee relations, and benefits while at Ball Corporation, and he brings extensive knowledge of compliance, corporate governance, compensation, and equal employment opportunity issues to the Board. He serves on the boards of a number of community organizations.   Business Experience: •  Executive Vice President, Administration and Corporate Secretary, Ball Corporation, a supplier of metal packaging, aerospace and other technologies and services (2006 to September 2011) •  Senior level positions with Ball Corporation prior to 2006   Committees: •  Audit •  GCN

		Director Qualifications and Experience: Ms. Williams brings extensive experience in leadership with a major investment management company, providing valuable and unique strategic insights to the Board. Her strong financial background is particularly valuable in our capital-intensive industry and she has been determined to be an audit committee financial expert by our Board. She brings extensive expertise in risk assessment and management that is valuable for our business. She is active in the community and serves as a trustee of a number of nonprofit and educational boards.   Business Experience: •  Partner, Wellington Management Company, LLP, an investment and asset management company for institutional investors (1995 to 2005) •  Leadership positions, Loomis, Sayles & Co., Inc., an investment management company, and Imperial Chemical Industries Pension Fund (prior to 1995)   Committees: •  Finance (Chair) •  Audit

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David A. Westerlund Age 67 Director since 2007 Retired Executive Vice President, Administration and Corporate Secretary, Ball Corporation Public Company Directorships None Kim Williams Age 62 Director since 2009 Retired Partner, Wellington Management Company LLP Public Company Directorships Weyerhaeuser Corporation (2006 to present) E.W. Scripps Co. (2006 to present)

		Director Qualifications and Experience: With a career as a senior executive in consumer products industries, Mr. Wolf brings strategic insight, business acumen and valuable experience to the Board. He served as Chief Financial Officer of a major corporation and contributes valuable experience in and knowledge of finance, reporting and governance. Having led both organizations and the integration of organizations, Mr. Wolf has a sound understanding of business risk and effective risk management oversight. He serves as a director of several nonprofit and educational organizations.   Business Experience: •  President, Wolf Interests, Inc., an investment company (June 2010 to present) •  Chief Integration Officer, MillerCoors Brewing Company LLC, a consumer beverage product company (2008 to June 2010) •  Prior leadership positions including Global Chief Financial Officer with Molson Coors Brewing Company and Chief Financial Officer with Coors Brewing Company   Committees: •  Finance •  ONES

		Director Qualifications and Experience: With extensive experience in banking and economic development, Mr. Yohannes provides valuable strategic insight and leadership skills. He was nominated by President Barack Obama to serve as the United States Ambassador to the Organization for Economic Cooperation and Development in 2014. Prior to his government service, Mr. Yohannes specialized in financial services and the renewable energy sector. He is passionate about protecting the environment and provides experience in effectively addressing environmental issues. Mr. Yohannes is active in his community and has served on various nonprofit boards and civil organizations.   Business Experience: •  United States Ambassador and Permanent Representative to the Organization for Economic Cooperation and Development, including the International Energy Agency and the Nuclear Energy Agency (April 2014 to January 2017) •  Chief Executive Officer, Millennium Challenge Corporation, an independent U.S. Government foreign aid agency (November 2009 to April 2014)   Committees: •  Audit •  Finance

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Timothy V. Wolf Age 64 Director since 2007 President, Wolf Interests, Inc. Public Company Directorships Rally Software Development Company (2011 to 2015) Borders Group, Inc. (2009 to 2011) Daniel Yohannes Age 65 Director since 2017 Former United States Ambassador to the Organization for Economic Cooperation and Development Public Company Directorships None

Beneficial Ownership of Certain Shareholders

Share Ownership of Directors and Officers

The table below provides the beneficial ownership of our common stock as of March 20, 2018 for: (a) each director and director nominee; (b) the executive officers named in the Summary Compensation Table; and (c) the directors and current executive officers as a group. Unless otherwise indicated, each person has sole investment and voting power (or shares such powers with his or her spouse) of the shares noted. None of the listed individual directors, officers, or director nominees beneficially owned more than one percent of our common stock. The directors and executive officers as a group beneficially owned less than one percent of our common stock on March 20, 2018. None of the shares owned by our directors or executives are subject to any type of pledge.

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Largest Owners of Xcel Energy’s Shares

The table below provides information as to each person or entity known to us to be the beneficial owner of more than five percent of our common stock:

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Proposal No. 2

Advisory Vote on Executive Compensation

Recommendation and Background

Our Board recognizes that performance-based executive compensation is an important element in driving long-term shareholder value. We are seeking shareholders’ views on the compensation of named executive officers identified in the Executive Compensation Tables section of this proxy statement through an advisory vote on the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s 2018 proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

The Company’s goal for its executive compensation program is to align executive leadership’s interests with those of our shareholders, customers and employees. The Board believes our executive compensation program satisfies this goal and is strongly aligned with the long-term interests of our shareholders.

Shareholders are urged to read the CD&A and other information included in the Executive Compensation Tables section of this proxy statement. The GCN and the Board believe that the information provided in these sections demonstrate that our executive compensation program aligns our executives’ compensation with our short-term and long-term performance and provides the compensation and incentives needed to attract, motivate and retain key executives who are crucial to our long-term success.

As an advisory vote, this proposal is not binding upon the Company. However, the GCN, which is responsible for designing and administering our executive compensation program, values the opinions expressed by shareholders in their vote on this proposal and will continue to consider the outcome of the vote when making future compensation decisions for named executive officers.

Vote Required

The Board will consider shareholders to have approved our executive compensation if the shares voted “FOR” the proposal exceed the shares voted “AGAINST.” Abstentions and broker non-votes will have no effect on this matter. Proxies solicited by the Board will be voted “FOR” the approval of our executive compensation, unless a different vote is specified.

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Compensation Discussion and Analysis

In this section, we describe the material components of our executive compensation program for 2017 for named executive officers (“NEOs”), who appear in the Summary Compensation Table and other compensation tables contained in this Proxy Statement.

Compensation Discussion and Analysis Table of Contents

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Highlights

2017 Performance

We are executing our strategy for long-term customer and shareholder value. Our progressive financial, safety and reliability records position us well to maintain affordability as we continue to provide cleaner generation and the options customers want.

Financial Results

Continue to Improve Safety and Reliability

•  One-, three- and five-year TSR better than our peer benchmarks   •  Met or exceeded ongoing EPS guidance for 13 consecutive years   •  Increased our dividend for 14 consecutive years

•  Best-ever performance in employee safety, public safety and system reliability performance   •  Solid nuclear operations with a 91% capacity factor and both stations in NRC Column 1 status

Lead the Clean Energy Transition

Keep Bills Low

Enhance the Customer Experience

•  Announced the largest multi-state investment plan for wind capacity in the country   •  Reduced carbon emissions by 35% since 2005

•  Average residential electricity bill has decreased by 3% since 2013   •  Held operating and maintenance expenses relatively flat for the past three years

•  Launched a program in Minnesota for customers to purchase up to 100% renewable energy   •  Helped customers save more than 1,000 gigawatt hours through our energy efficiency programs

2017 Compensation

No significant changes were made to our executive compensation program for 2017, which continues to be primarily variable compensation based on performance outcomes. We continue to monitor evolving best practices to ensure our talent needs for attraction, motivation and retention are met, and we continue to assess certain features of our programs compared to market practices. Based on a review of recent trends, we updated our stock ownership policy to increase the CEO ownership requirement to six times base salary, up from five times.

Our solid operational and financial performance resulted in the following 2017 compensation outcomes:

Compensation Philosophy

Our executive compensation programs are designed to align the interests of our executives with the interests of our shareholders, customers and employees. Our compensation philosophy is based on the following principles:

Performance Based

Market Competitive

Equity-based Incentive

•  Majority of executive compensation is at risk, and pay is aligned with performance   •  Motivates achievement of financial, operational and stock price performance goals

•  Enables us to attract and retain talented leaders   •  Compares us to a 21-member industry peer group

•  Focuses on long-term shareholder value   •  Aligns executive interests with those of shareholders and rewards for strategic success

This philosophy, which includes significant emphasis on pay for performance, is applied consistently across all executives; however, individual compensation may be differentiated based on scope of responsibilities, experience, and contributions to Company results.

2018 Xcel Energy Proxy Statement  |  29

Shareholder value strong operational and financial results sound corporate governance

Executive Compensation Practices

Our compensation practices for NEOs are outlined below. These practices reflect our compensation philosophy and help ensure sound corporate governance practices.

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What We Pay and Why

Establishing Target Compensation

At the GCN’s request, Meridian, its independent compensation consultant, presented its annual market assessment comparing our executive compensation programs and compensation against our peer group for:

To provide a broad perspective of the competitive market, Meridian analyzed data for various market pay levels, including the 25^th, 50^th and 75^th percentiles. We consider compensation to be market competitive if it is within a competitive range of the median of the peer group.

For 2017, the GCN made pay decisions based on this annual market assessment of compensation and specific factors about each NEO, including individual performance, experience, internal equity, Company results, scope and responsibility, retention and the NEO’s role in succession planning.

The GCN exercises its independent judgment to approve the compensation level for the CEO. For all other executive officers, the GCN considers the CEO’s recommendation for setting compensation levels. The GCN approved compensation for the CEO and all other executive officers that is aligned with the Company’s overall compensation philosophy described above.

Peer Group

Our peer group of 21 U.S.-based publicly traded energy services companies is generally consistent from year to year (subject to changes resulting from mergers and acquisitions) and was developed by Meridian to approximate the competitive market in which we compete for talent. The companies were selected primarily based on the following criteria:

The peer group, at year-end, was comprised of the following companies:

In December 2016 at the time 2017 compensation was assessed:

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Executive Compensation Elements

The following table provides information regarding the elements of total direct compensation for our NEOs in 2017:

Perquisites offered by the Company are very limited in nature and scope. In addition, we provide the following retirement and post-employment programs:

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Mix of Total Compensation

We balance the mix of compensation by delivering a blend of short- and long-term incentives that are consistent with prevailing market practice. This approach has effectively resulted in 87 percent of total direct compensation for the CEO and 74 percent of total direct compensation for other NEOs to be in the form of variable compensation, with the remainder representing fixed compensation. The GCN and the Board believe this design encourages a balance of short- and long-range strategic thinking, which is important given the long-term nature of utility operations and the capital investment necessary for such operations.

The following charts illustrate the mix of total direct compensation for the CEO and other NEOs at target performance.

Overview of Target Total Compensation for 2017

The GCN set 2017 base salary, target annual incentive awards and target long-term incentive awards for all Xcel Energy executive officers, including the NEOs. These compensation levels align and the mix of pay is competitive with the market for the utility industry. The table below shows the base salary and target awards for short-term and long-term incentives for each NEO.

Base Salary

Base salary provides a fixed element of regular income. The amount of base salary set by the GCN is competitive in the utility industry. A key consideration is the median base salary rates at peer companies, although the GCN has flexibility to review other relevant factors as outlined in our compensation philosophy. The base salaries for the NEOs were, in aggregate, just below the median of base salaries of our peer companies.

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Chairman, president and ceo all other neos (average)

Annual Incentive

In February 2017, our management recommended goals to the GCN based on an evaluation of prior performance and available objective metrics and benchmarks. These goals are designed to discourage short-term thinking or behavior that could threaten the value of the Company or the investment of its shareholders. The Committee established the annual incentive program (“AIP”), which determines awards based on these goals as approved and Company financial performance as follows:

The table below discloses the GCN approved corporate operational goals and actual results for the AIP in 2017:

Annual incentive awards are, in part, based on ongoing EPS, which can be adjusted for certain identified financial impacts. For 2017, no adjustments were made to ongoing EPS. When ongoing EPS is below a certain threshold, awards will not be paid. If ongoing EPS is in the lower end of initial earnings guidance, or $2.25 to $2.35, then operational results can be modified by a funding factor multiple of 50 percent to 100 percent. If ongoing EPS is at $2.31 or greater, then the operational results can be modified by a funding factor multiple of 100 percent to 150 percent, not to exceed a 200 percent of target payout. For 2017, the operational results were not modified by the funding factor, resulting in 129 percent of target, as noted in the above table.

The GCN then considered individual performance in the achievement of corporate operational and financial goals to determine award amounts. The GCN focused on contributions made to O&M savings related to continuous improvement efforts, as well as operational and finance strategies that resulted in strong financial performance. As a result, the GCN adjusted awards upwards by $100,000 for each of Messrs. Frenzel, Larson and McDaniel in recognition of their leadership on these initiatives. Final award values are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 41.

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Long-Term Incentives

Grant of 2017-2019 LTI Awards

Long-term incentive compensation is approximately 70 percent of the CEO’s target total direct compensation and 55 percent of the average of the other NEOs’ target total direct compensation and is primarily performance-based. Prior to vesting, long-term incentive awards may not be sold, encumbered or otherwise transferred by the participant. Stock earned under long-term incentive compensation is subject to our Stock Ownership Policy (see pages 37 to 38).

For 2017, our long-term incentive program had two components, which provided a balance between performance-oriented opportunities and service-based opportunities:

The following section describes the performance-based long-term incentive grants for the three-year period ending December 31, 2019.

Performance Shares based on the Company’s Relative TSR		Performance Shares based on Carbon Dioxide Emissions Reduction

For performance between percentiles, the number of performance shares earned shall be determined by straight line interpolation.

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50% 30% 20% performance shares—relative tsr performance shares—carbon emissions reduction restricted stock units—service-based target performance: 50th percentile xcel energy’s tsr percentile ranking vs peer group target performance: 33% reduction three year average percent reduction in co2 emissions

Restricted Stock Units Subject to Service-Based Vesting

These RSUs, granted in 2017, vest upon the third anniversary of the grant, provided that the NEO remains continuously employed until such anniversary. They serve as an important continuity and retention tool. Each RSU represents one share of our common stock.

Dividend equivalents are credited on each RSU during the vesting period to the same extent that dividends are paid on shares of our common stock, but such dividend equivalents are paid solely to the extent the underlying RSU vests based on the satisfaction of the service requirement. Awards will vest on a pro rata basis for NEOs who are at least 55 years of age and have 10 years of service in the event that any such NEO leaves the company for any reason, other than with cause, during the term of the grant.

For 2017, the CEO was awarded 32,004 RSUs and the other NEOs were awarded from 4,555 to 6,278 RSUs.

The Performance Share and RSU grants are included in the Grants of Plan-Based Awards Table on page 43.

Settlement of 2015-2017 LTI Awards

For 2015, the long-term incentive program had two components — Performance Shares and Restricted Stock Units. The following section describes the results of these award grants for the three-year period ended December 31, 2017.

Performance Shares based on the Company’s Relative TSR		Performance Shares based on Carbon Dioxide Emissions Reduction

Restricted Stock Units Subject to Service-Based Vesting

In 2015, we granted each NEO RSUs that vested upon the third anniversary of the grant, provided such NEO remained continuously employed for the three-year period.

The CEO earned 33,038 RSUs and the other NEOs earned awards ranging from 3,131 to 6,424 RSUs, all of which included dividend equivalents credited over the three-year cycle.

The Performance Shares and RSUs awards that were earned are included in the Option Exercises and Stock Vested Table on page 45.

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Target performance: 50th percentile actual result: 94th percentile Target performance: 23% reduction actual result: 28% reduction

Retirement and Deferred Compensation Benefits

In 2017, the Company provided retirement benefits to executive officers under the Xcel Energy qualified and nonqualified pension plans. The role of the pension plans in executive compensation is the same as it is for other employees: to provide income during retirement and aid in the retention of qualified employees. The qualified pension plan includes earnings up to the Internal Revenue Service’s established limits and the benefit may be payable in a manner that results in individual income tax advantages. The nonqualified pension plan includes earnings, if any, above the same Internal Revenue Service limit. The 2017 Internal Revenue Service earnings limit was $270,000.

The Company maintains a Supplemental Executive Retirement Plan (“SERP”), which was closed to new participants in 2008. Benefits continue to accrue for Mr. Fowke who remains the sole participant in the SERP. The SERP provides a benefit to the participant, which is offset by the qualified and nonqualified pension plan benefits. Covered compensation for the purposes of calculating SERP benefits includes base salary and annual incentive awards. Long-term incentive payments are not included in covered compensation. The SERP benefit is valued as a 20-year annuity, but is payable as a lump sum after the participant’s termination of employment. Unreduced benefits are payable at age 62; benefits are payable as early as age 55, reduced 5 percent for each year that the benefit commencement date precedes age 62.

Each executive officer is eligible to participate in Xcel Energy’s 401(k) Savings Plan and Deferred Compensation Plan. These plans allow executive officers, like other eligible employees, to defer a portion of their base salary and all or a portion of their annual incentive award up to certain IRS limits. They also allow executive officers to defer all or a portion of their performance-based long-term incentive awards. For 2017, the Company matched 50 percent of base salary deferrals (up to 8 percent deferred), netting to a maximum 4 percent, for eligible matching contributions. One of the purposes of the Deferred Compensation Plan is to allow for a full employer matching contribution that cannot be contributed under the Company’s qualified retirement plans due to the Internal Revenue Service Code limitations.

Additional Compensation Program Features and Policies

Severance Policy

The Company provides severance benefits to NEOs in accordance with the Xcel Energy Senior Executive Severance and Change in Control Policy (as amended, the “Severance Policy”). The Board or the GCN may name additional participants. The GCN believes the Severance Policy provides a competitive severance benefit that retains key talent during a critical and potentially protracted period of uncertainty and provides a competitive pay arrangement in the event the Company undergoes a change in control and the executive is not retained following the completion of such event. Outside of change in control situations, the Severance Policy also encourages executive officers to focus on the interests of Xcel Energy and its shareholders without undue concern that the officer will be terminated without compensation and benefits.

The benefits payable under the Severance Policy are discussed in more detail under Potential Payments Upon Termination or Change in Control beginning on page 50.

Employment Contracts

Neither our CEO nor any of our other executive officers have employment contracts.

Stock Ownership Requirements

Our Stock Ownership Policy is an important feature of our compensation philosophy that helps to ensure alignment of executive interests with those of our shareholders. The share ownership guideline for each executive is based on the executive’s position. Executives are expected to achieve the applicable ownership requirement within five years of the date they assume their current executive position by holding shares paid from incentives or by other methods.

If an executive is not in compliance with the ownership requirement within the required time period, the executive must elect to receive payment of any incentive awards in stock and must retain 100 percent of the net shares (after-tax) delivered to him or her until the ownership requirement is met.

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As of March 20, 2018, all current NEOs have achieved, or are on track to achieve, the stated share ownership requirement by the date specified for achievement. All shares of common stock that the executive owns as well as amounts deferred into Xcel Energy stock fund count toward compliance with the ownership guidelines. The table below shows the value of shares of common stock that each NEO must hold by the required dates expressed as a multiple of base salary.

Equity Grant Practices

We follow these practices regarding the timing of equity compensation grants:

Hedging and Pledging

We prohibit the use of any hedging or similar transactions related to our shares for directors and all employees, including executives. In addition, the pledging of shares by executive officers and directors is only allowed if the executive officer or director receives approval from the securities trading policy committee prior to pledging the shares. No directors or executive officers have pledged shares of our common stock. The Board believes that these policies are consistent with our philosophy that senior executives’ and directors’ interests should be aligned with those of our long-term shareholders through equity ownership.

Recoupment

The Company has recoupment (or clawback) provisions in place to provide the right to recover certain payments made to executives or other employees as required by Dodd-Frank.

In addition, Xcel Energy may recover all or a portion of paid annual and long-term incentive awards:

Further, Xcel Energy may cancel outstanding and unvested LTI grants for individuals who were determined to be engaged in fraud or misconduct and whose actions resulted in, or were reasonably likely to result in, a material adverse impact to the Company, whether operational, financial or reputational.

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Risk Assessment

Our compensation programs are designed to motivate performance while not promoting behaviors that create undue risk. The GCN considers several risk factors in establishing executive compensation programs, when setting compensation levels and when selecting target measures for variable compensation programs. These factors include:

Deductibility of Executive Compensation under IRC Section 162(m)

Beginning January 1, 2018, as a result of the passage and signing of the Tax Reform and Jobs Act, the $1,000,000 limitation on deductible compensation will apply to the chief executive officer, chief financial officer, any other named executive officers and anyone who previously was a covered person under such rules. In addition, beginning January 1, 2018, the exemption for performance-based compensation will be eliminated, except for certain written binding contracts that were in effect on November 2, 2017 that are not modified in any material respect on or after that date. The GCN expects to continue granting compensation designed to achieve the objectives described above under Compensation Philosophy.

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Report of the Compensation Committee

The GCN, in its capacity as the compensation committee of the Board, has reviewed and discussed with management the CD&A in this proxy statement. Based on the review and discussions referred to above, the GCN recommended to the Company’s Board that the CD&A be included in the Company’s proxy statement on Schedule 14A.

Compensation Committee

Richard K. Davis, Chair

Christopher J. Policinski

James T. Prokopanko

James J. Sheppard

David A. Westerlund

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Executive Compensation Tables

Summary Compensation Table

The following table summarizes the primary elements of compensation paid or granted to our named executive officers. See the CD&A above for a description of our executive compensation program to gain an understanding of the information disclosed in this and the following tables.

The aggregate grant date fair value of equity grants is equal to the closing price of Xcel Energy’s common stock, as determined above. The aggregate grant date fair value of performance share awards granted in 2017 that have a variable vesting value, assuming the maximum performance conditions are achieved, is reflected in the table below: