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 June 22, 2022, the Board of Directors (the "Board") of Xcel Energy Inc. ("Xcel Energy") elected Megan D. Burkhart, 50, to serve on the Board effective June 22, 2022, for a term expiring at the Xcel Energy 2023 Annual Meeting of Shareholders. Ms. Burkhart was also appointed to serve on the Board's Audit Committee and Governance, Compensation and Nominating Committee. The Board determined that Ms. Burkhart is independent and meets the applicable director independence requirements of the Nasdaq Stock Market LLC and Xcel Energy's director independence standards, as adopted by the Board. In connection with the election of Ms. Burkhart, the Board increased the number of Xcel Energy directors from 11 to 12 pursuant to Xcel Energy's Bylaws.

Ms. Burkhart has served as Executive Vice President, Chief Human Resources Officer for Comerica Incorporated since 2010. As Executive Vice President and Chief Human Resources Officer, Burkhart leads the division that includes Diversity & Inclusion, HR Operations, Technology & Risk, HR Consulting, Learning, Talent and Organizational Change Management, Talent Acquisition and Total Rewards. She is a member of Comerica's Management Executive Committee. Ms. Burkhart joined Comerica in 1997. Prior to her current role, Ms. Burkhart served as Senior Vice President and Director of Compensation from 2007 to 2010. Ms. Burkhart earned a bachelor's degree from Miami University in Oxford, Ohio.

Ms. Burkhart 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 October 1, 2021, on file with the Securities and Exchange Commission as Exhibit 10.01 to Xcel Energy's Form 10-Q for the quarter ended September 30, 2021, which is incorporated herein by reference. Ms. Burkhart's compensation will be prorated from the commencement of her service on the Board to the date of the 2023 Annual Meeting of Shareholders. Except for the foregoing compensation arrangement, there is no arrangement or understanding between Ms. Burkhart and any other person pursuant to which Ms. Burkhart was elected as a director. There are no related person transactions involving Ms. Burkhart that are reportable under Item 404(a) of Regulation S-K, and Ms. Burkhart does not have any familial relationship with any director or other executive officer of Xcel Energy.

A copy of the press release announcing Ms. Burkhart's election is attached hereto as Exhibit 99.01.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits

Exhibit          Description
10.01              Summary of Non-Employee Director Compensation, effective as of October 1,
                 2021 (incorporated by reference to Exhibit 10.01 to the Xcel Energy Inc. Form
                 10-Q for the quarter ended September 30, 2021)
99.01              Press Release dated June 22, 2022
104              Cover Page Interactive Data File (embedded within the Inline XBRL document).

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