8-K

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): July 27, 2022

NorthWestern Corporation

(Exact name of registrant as specified in its charter)

Delaware			1-10499	46-0172280
(State or other jurisdiction of incorporation or organization)			(Commission File Number)	(I.R.S. Employer Identification No.)
3010 W. 69th Street	Sioux Falls	South Dakota		57108
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: 605-978-2900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	NWE	Nasdaq Stock Market LLC

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 (see General Instruction A.2. below):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

Resignation of Officer and Director

On July 27, 2022, Robert C. Rowe, the Chief Executive Officer (CEO) of NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) (NorthWestern) and member of NorthWestern’s Board of Directors (the Board), announced his plans to retire from his positions as CEO of NorthWestern and a member of the Board at the end of 2022, after 14 years of service with NorthWestern, all as CEO.

Appointment of Officer and Director

Following Mr. Rowe’s announcement, and also on July 27, 2022, the Board appointed Brian B. Bird, currently NorthWestern’s President and Chief Operating Officer, to succeed Mr. Rowe as President and CEO, effective January 1, 2023. The Board did not change Mr. Bird’s compensation at this time and expects to adjust Mr. Bird’s compensation and benefits, effective January 1, 2023, to reflect the change in his responsibilities.

The Board also has elected Mr. Bird to join the Board when he becomes President and CEO on January 1, 2023, to serve until the next annual meeting of stockholders. Mr. Bird will be subject to annual election thereafter. NorthWestern’s Board will continue to be led by an independent chair, and Mr. Bird has not been appointed to any committees of the Board in connection with his appointment as a director.

This leadership transition is part of NorthWestern’s executive succession planning process and is not related to its operational performance or financial condition.

Mr. Bird, 59, has been with NorthWestern since 2003, serving as its President and Chief Operating Officer (since 2021) and, prior to that, its Chief Financial Officer (2003 – 2021). There is no arrangement or understanding between Mr. Bird and any other persons pursuant to which Mr. Bird was selected as an officer, and there are no family relationships between Mr. Bird and any of our directors or executive officers. As long as Mr. Bird is an employee of NorthWestern, he will not be entitled to additional compensation for his role as a director of NorthWestern.

A copy of the press release issued by NorthWestern on July 28, 2022, concerning these announcements is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

Exhibit No.	Description of Document
99.1*	Press Release, dated July 28, 2022
* filed herewith

Signatures

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.

	NorthWestern Corporation
By:	/s/ Timothy P. Olson
	Timothy P. Olson
	Corporate Secretary

Date: July 28, 2022

EX-99.1

NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 www.northwesternenergy.com

FOR IMMEDIATE RELEASE

NorthWestern Energy CEO Bob Rowe announces his plan to retire

BUTTE, MT / SIOUX FALLS, S.D. – July 28, 2022 – NorthWestern Energy announced today that Bob Rowe will retire as chief executive officer and a member of NorthWestern Energy’s board of directors at the end of 2022.

Yesterday, as part of a planned leadership succession process, the NorthWestern Energy board of directors appointed Brian B. Bird, currently the company’s president and chief operating officer, to serve as Rowe’s successor. Effective Jan. 1, 2023, Bird will assume the title and responsibilities of president and chief executive officer and become a member of NorthWestern Energy’s board of directors. For the remainder of 2022, Rowe will continue to work closely with Bird in support of a smooth transition, which began in February 2021 when the board approved a modification to the executive leadership team that named Bird president and chief operating officer.

“Bob Rowe is passionate about NorthWestern Energy’s culture, built on collaborative interaction, mentorship and fellowship,” said NorthWestern Energy Chairman of the Board Dana Dykhouse. “Our outstanding employee group, demonstrating a commitment to safety, commitment to our customers, commitment to our environment, and commitment to our communities is a testament to Bob’s relentless focus on promoting and supporting that culture. Bob’s vision of this company’s role in a rapidly changing energy future has successfully achieved the balance critical to our successes today, tomorrow and for years into the future. Brian is a respected industry financial leader with an excellent understanding of NorthWestern Energy’s operations. He has been instrumental in guiding the company to today’s solid financial footing.”

“During the past 14 years I’ve worked at NorthWestern Energy, our focus has been on building a company that is financially sound, in order to keep our commitments to our customers; energy-service focused; community focused; and, customer focused,” said Rowe. “We’ve emphasized a company culture of safety and service, which was on display this spring and summer during NorthWestern Energy’s response to major storms in our service areas. We have a solid foundation for what is already a successful transition that is well underway. Since becoming president and COO in February 2021, Brian has focused on moving forward key projects and spending substantial time in the field and in our communities. Under Brian’s leadership, NorthWestern Energy will continue to focus on securing sufficient capacity to serve our customers reliably and affordably; modernizing the energy infrastructure to make it smarter, more reliable and flexible; providing our customers an ever-better experience and service; deploying technology that is cost effective and has proven value for our customers; and, enhancing our environmental stewardship.”

NorthWestern Energy CEO Bob Rowe announces his plan to retire

July 28, 2022

Page 2

Bird joined NorthWestern Energy as the chief financial officer in December 2003.

Recently, as president and chief operating officer, Bird steered NorthWestern Energy’s commitment to achieving carbon neutrality in our electric and natural gas operations by 2050 and the company’s environmental, social and corporate governance programs and reporting. He is also leading integration of our strategy and planning across the company’s operating areas.

“For 100-plus years NorthWestern Energy has delivered safe, reliable and affordable energy to our region,” Bird said. “I am honored to be entrusted with the role of leading this company as we begin the next 100 years and beyond of service.”

NorthWestern Energy board of directors appointed Brian Bird, left, currently president and chief operating officer, to serve as the successor of CEO Bob Rowe, right.Rowe will retire as chief executive officer and a member of NorthWestern Energy’s board of directors at the end of 2022. NorthWestern Energy photo

During Rowe’s tenure, NorthWestern Energy has:

•Increased the critical energy infrastructure dedicated to serve our customers from $2.5 billion in 2008 to more than $7 billion in 2022, and more than tripled the company’s value.

•Acquired or developed energy supply resources with long-term value, notably the 456 megawatt Montana hydro system, the 150 megawatt Dave Gates Generating Station in Montana, the 80 megawatt Aberdeen Generating Units in South Dakota, 131 megawatt of owned wind generation in Montana and South Dakota and recently, the 58 megawatt Bob Glanzer Generating Station in Huron, S.D.

•Invested more than a billion dollars in clean energy resources. The hydro system, along with owned and contracted wind and other resources, positions NorthWestern Energy so that approximately 60 percent of the electricity provided to our customers in Montana and South Dakota is from carbon-free resources.

•Invested $1.1 billion in infrastructure to modernize and increase the reliability and flexibility of our energy delivery system.

•Reduced customers’ exposure to the volatile regional energy markets by buying or building generation resources dedicated to serve our customers at prices based on the cost of production.Rowe emphasizes that, “In Montana especially, this is critical unfinished work.”

•Partnered with the communities we serve on economic development and to meet customer and community needs.

Follow us on Facebook or on Twitter (@NWEinfo).

About NorthWestern Energy (Nasdaq: NWE)

NorthWestern Corporation, doing business as NorthWestern Energy, provides essential energy infrastructure and valuable services that enrich lives and empower communities while serving as long-term partners to our customers and communities. We are working to deliver safe, reliable, and innovative energy solutions that create value for customers, communities, employees, and investors. This includes bridging our history as a regulated utility safely providing low-cost and reliable service with our future as a globally-aware company offering a broader array of services performed by highly-adaptable and skilled employees. We provide electricity and / or natural gas to approximately 753,600 customers in Montana, South Dakota, Nebraska and Yellowstone National Park. We have provided service in South Dakota and Nebraska since 1923 and in

NorthWestern Energy CEO Bob Rowe announces his plan to retire

July 28, 2022

Page 3

Montana since 2002. More information is available on the company's Web site at www.northwesternenergy.com.

Investor Relations Contact:

Travis Meyer

605-978-2967

travis.meyer@northwestern.com

Media Contact:

Jo Dee Black

866-622-8081

jodee.black@northwestern.com

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Document Type	8-K
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