FALSEXCEL ENERGY INC0000072903MN00000729032025-12-172025-12-170000072903us-gaap:CommonStockMember2025-12-172025-12-170000072903xel:A6.25JuniorSubordinatedNotesDue2085Member2025-12-172025-12-17
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) December 17, 2025
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| Xcel Energy Inc. |
| (Exact name of registrant as specified in its charter) |
| | |
| Minnesota |
| (State or other jurisdiction of incorporation) |
| | | | | | | | | | | | | | | | | | | | |
| 001-3034 | | | | 41-0448030 |
| (Commission File Number) | | | | (IRS Employer Identification No.) |
| | | | |
| 414 Nicollet Mall | Minneapolis | Minnesota | | | | 55401 |
(Address of Principal Executive Offices)
| | | | (Zip Code) |
| | | | | |
| 612 | 330-5500 |
| (Registrant’s Telephone Number, Including Area Code) |
| | |
| N/A |
| (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |
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:
☐ 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $2.50 par value per share | | XEL | | Nasdaq Stock Market LLC |
| 6.25% Junior Subordinated Notes due 2085 | | XELLL | | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
(d) Election of New Director
On December 17, 2025, the Board of Directors (the “Board”) of Xcel Energy Inc. (“Xcel Energy”) elected Maria Demaree, 57, to begin serving on the Board effective immediately. Ms. Demaree was appointed to serve on the Board’s Audit Committee and Operations, Nuclear, Environmental and Safety Committee. The Board determined that Ms. Demaree is independent and meets the applicable director independence requirements of the Nasdaq Stock Market LLC and Xcel Energy’s director independence standards adopted by the Board. In connection with the election of Ms. Demaree, the Board increased the number of Xcel Energy directors from 11 to 12 pursuant to Xcel Energy’s Bylaws.
Since December 2024, Ms. Demaree has served as Senior Vice President, Enterprise Business and Digital Transformation and Chief Information Officer at Lockheed Martin Corporation, a defense and aerospace manufacturing company headquartered in Bethesda, Maryland. Prior to that, she served as Vice President and General Manager, National Security Space from 2023-2024, Vice President and General Manager, Special Programs from 2021‑2023, Vice President and General Manager, Mission Solutions from 2018‑2021, Vice President, Ground Systems and Solutions from 2016‑2018 and in various other roles at Lockheed Martin Corporation since 1990.
Ms. Demaree will receive compensation for her Board service consistent with the compensation received by Xcel Energy’s other non-employee directors as disclosed in the Summary of Non-Employee Director Compensation, effective as of May 24, 2023, on file with the Securities and Exchange Commission as Exhibit 10.01 to Xcel Energy’s Form 8-K dated January 20, 2025, which is incorporated herein by reference. Ms. Demaree’s compensation will be prorated from the commencement of her service on the Board to the date of the 2026 Annual Meeting of Shareholders. Except for the foregoing compensation arrangement, there is no arrangement or understanding between Ms. Demaree and any other person pursuant to which Ms. Demaree was elected as a director. There are no related person transactions involving Ms. Demaree that are reportable under Item 404(a) of Regulation S‑K, and Ms. Demaree does not have any familial relationship with any director or other executive officer of Xcel Energy.
A copy of the press release announcing Ms. Demaree’s election to the Board is filed as Exhibit 99.01 hereto.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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| Exhibit | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
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| December 17, 2025 | Xcel Energy Inc. (a Minnesota corporation) |
| |
| /s/ AMY SCHNEIDER |
| Amy Schneider |
| Vice President, Corporate Secretary and Securities |
| | | | | |
| Xcel Energy Media Relations 414 Nicollet Mall, 401-7 Minneapolis, MN 55401 (612) 215-5300 www.xcelenergy.com
|
Xcel Energy elects Maria Demaree to board of directors
Demaree is a longtime technology, innovation leader from Lockheed Martin
MINNEAPOLIS (December 17, 2025) — Xcel Energy Inc. (NASDAQ: XEL) announced today that Maria Demaree has been elected to its board of directors, effective December 17, 2025.
Demaree has been with Lockheed Martin for more than three decades, most recently serving as senior vice president, Enterprise Business and Digital Transformation, and chief information officer. She leads the defense technology company’s enterprise IT strategy, including its 1LMX transformation program, encompassing digital enablement, IT delivery and operations, data and analytics, cybersecurity and classified IT transformation. Her organization includes more than 5,000 professionals worldwide and touches technology, culture and processes across the company.
Demaree also has been vice president and general manager for each of Lockheed Martin’s National Security Space, Special Programs and Mission Solutions businesses, overseeing multi-billion-dollar portfolios and programs for defense and intelligence customers.
“Maria’s appointment reflects our commitment to strengthening our capabilities in technology delivery, information security and digital innovation — three areas critical to the energy industry’s ongoing transformation,” said Bob Frenzel, chairman, president and CEO of Xcel Energy. “We are pleased to welcome Maria to our board and believe that our company will greatly benefit from her expertise as we implement advanced systems to make energy work better for our customers.”
Demaree will serve on the Audit committee and Operations, Nuclear, Environmental and Safety (ONES) committee.
“I’m honored to join the Xcel Energy board at such a pivotal moment in our nation’s energy history,” said Demaree. “I look forward to contributing to the board as Xcel Energy continues its innovation and growth, making energy work better for its customers and stakeholders.”
Demaree holds a Master of Science degree in Systems Engineering from the University of Pennsylvania and a Bachelor of Science degree in Computer Science from Pennsylvania State University.
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About Xcel Energy
Xcel Energy (NASDAQ: XEL) is a leading energy provider, dedicated to serving millions of customers with excellence. We make energy work better for customers, helping them thrive every day. That means always raising the bar — delivering better service and providing more reliable, resilient and sustainable energy.
We are committed to leading the clean energy transition, meeting our customers’ need for more, cleaner power, while keeping bills as low as possible. Because the people we serve depend on us to power their lives.
Headquartered in Minneapolis, we work every day to generate and distribute electricity and gas to customers across eight states: Minnesota, Colorado, Wisconsin, Michigan, North Dakota, South Dakota, New Mexico, and Texas. For more information, visit xcelenergy.com or follow us on X and Facebook.
