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$BKH·8-K

BLACK HILLS CORP /SD/ · Apr 2, 4:22 PM ET

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BLACK HILLS CORP /SD/ 8-K

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Black Hills Corp Announces Shareholder Approval for NorthWestern Merger

What Happened Black Hills Corporation (BKH) held a special meeting of shareholders on April 2, 2026 and approved the key proposals required to proceed with the merger agreement dated August 18, 2025 with NorthWestern Energy Group, Inc. Shareholders approved the issuance of Black Hills common stock under the merger agreement, amendments to increase authorized shares and change the company name, an increase in authorized indebtedness, and a non-binding advisory vote on merger-related executive compensation. Completion of the merger remains subject to satisfaction or waiver of closing conditions, including required regulatory approvals. Black Hills and NorthWestern issued a joint press release on April 2, 2026 announcing the shareholder approvals (Exhibit 99.1).

Key Details

  • Special meeting date: April 2, 2026; quorum present.
  • Proposal 1 (issuance of shares under the Merger Agreement): For 59,799,414; Against 1,463,912; Abstain 435,332; Broker non-votes 5,703,165.
  • Proposal 2 (increase authorized shares from 100M to 300M): For 61,251,844; Against 5,712,057; Abstain 437,922.
  • Proposal 3 (change company name): For 65,098,702; Against 1,844,797; Abstain 458,324.
  • Proposal 4 (increase authorized indebtedness $8B → $20B): For 60,574,218; Against 674,470; Abstain 449,970; Broker non-votes 5,703,165.
  • Proposal 5 (advisory approval of merger-related executive compensation): For 58,080,913; Against 3,114,157; Abstain 503,588; Broker non-votes 5,703,165.
  • Proposal 6 (adjournment motion) was approved but not needed because sufficient votes were present.

Why It Matters These shareholder approvals clear major corporate governance and financing steps needed for the planned acquisition of NorthWestern to proceed — including issuing new Black Hills shares, increasing authorized shares, and raising the company’s authorized debt capacity. Investors should note the deal still requires regulatory approvals and other closing conditions; the vote results, however, reduce shareholder-related hurdles to closing the merger.