New Directors and Governance Updates

Two new directors, Marcia Anderson and James Berbee, joined MGE Energy's and Madison Gas and Electric's Boards of Directors on March 1, 2018. Director Anderson and Director Berbee bring extensive professional and deep community experience to the board.

Director Anderson has a Juris Doctor from Rutgers University School of Law and a Master of Strategic Studies from the U.S. Army War College. She is currently the clerk of court of the Bankruptcy Court for the Western District of Wisconsin. Director Anderson retired from the Army in May 2016 with a rank of Major General. In addition to her legal and military experience, she worked for General Public Utilities Corp. early in her career.

Director Berbee has a Master of Science in mechanical engineering and a Master of Business Administration from the University of Wisconsin. He was Chairman and CEO of Berbee Information Networks Corp., which provided information technology support for large businesses. After selling Berbee Information Networks, he attended medical school and graduated from Stanford University School of Medicine. Director Berbee currently is an emergency department physician. Director Berbee also is the incoming chair of the Wisconsin Alumni Research Foundation and holds several patents.

MGE Energy was recently recognized by the nonprofit organization 2020 Women on Boards, a national campaign dedicated to increasing the percentage of women on corporate boards to 20% or greater by 2020. Currently, three out of MGE Energy's 11 directors are women.

The 2020 Women on Boards organization designated MGE Energy as a 'W' or "winning" company for seven consecutive years for having 20% or more of its board seats held by women.

Corporate governance updates

The board has made several updates to strengthen its corporate governance guidelines and policies.

Clawback policy

On Jan. 19, 2018, the board adopted a policy on recoupment of short-term incentive compensation, or clawback policy.

Stock ownership requirements

The board also approved enhanced stock ownership guidelines, believing that directors and officers should own and hold the company's common stock and have a portion of their compensation based upon the performance of that common stock to align further their interests with the long-term interests of shareholders.

Anti-pledging policy

On Jan. 19, 2018, board members approved a "no pledging" policy that prohibits directors and executive officers from pledging their shares to secure indebtedness, including a prohibition against maintaining those shares in a brokerage margin account.

The anti-pledging policy follows a "no hedging" policy, approved in 2012, that prohibits directors and executive officers from engaging in any kind of hedging transaction that seeks to reduce or limit that person's economic risk associated with his or her ownership in shares of the company's common stock.

Director resignation policy in bylaws

The board also amended the corporate bylaws to incorporate the director resignation policy.

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