Washington, D.C. 20549
(Address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Eric A. Koontz
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
We have included or may include statements
in this prospectus (including documents incorporated by reference) that constitute forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Exchange
Act. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, goals, strategies, assumptions
or future events or performance may be forward-looking statements. Also, forward-looking statements may be identified by reference
to a future period or periods or by the use of forward-looking terminology such as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “forecasts,” “goals,” “guidance,”
“intends,” “may,” “objectives,” “plans,” “possible,” “potential,”
“projects,” “seeks,” “should,” “targets,” “will” or similar terms or
variations of these terms.
We caution you that any forward-looking
statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors which
may cause our actual results, performance, or achievements to differ materially from the future results, performance or achievements
we have anticipated in the forward-looking statements.
In addition to the assumptions and other
factors referred to specifically in connection with those statements, factors that could cause our actual results to differ materially
from those contemplated in any forward-looking statements include, but are not limited to: general economic conditions, including
business and competitive conditions in WEC Energy Group’s service territories; timing, resolution and impact of rate cases
and other regulatory decisions; WEC Energy Group’s ability to continue to successfully integrate the operations of its subsidiaries;
the extent, duration and impact of the COVID-19 pandemic; availability of our generating facilities and/or distribution systems;
unanticipated changes in fuel and purchased power costs; key personnel changes; varying weather conditions; continued industry
restructuring and consolidation; continued advances in, and adoption of, new technologies that produce power or reduce power consumption;
energy and environmental conservation efforts; our ability to successfully acquire and/or dispose of assets and projects; cyber-security
threats and data security breaches; construction risks; equity and bond market fluctuations; changes in WEC Energy Group’s
and its subsidiaries’ ability to access the capital markets; the impact of tax reform and any other legislative and regulatory
changes, including changes to environmental standards; political developments; current and future litigation and regulatory investigations,
proceedings or inquiries; changes in accounting standards; the financial performance of American Transmission Company as well as
projects in which WEC Energy Group’s energy infrastructure business invests; the ability of WEC Energy Group to obtain additional
generating capacity at competitive prices; goodwill and its possible impairment; and other factors described under the heading
"Factors Affecting Results, Liquidity and Capital Resources" in Management's Discussion and Analysis of Financial Condition
and Results of Operations and under the headings “Cautionary Statement Regarding Forward-Looking Information” and "Risk
Factors" contained in WEC Energy Group’s Form 10-K for the year ended December 31, 2019, and in subsequent
reports filed with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which that
statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances,
including unanticipated events, after the date on which that statement is made.
Although we have estimated the economic
impacts of the COVID-19 pandemic on our business and have factored such impacts into our projections, the extent to which the COVID-19
pandemic may affect us depends on factors beyond our knowledge or control. Therefore, the ultimate impact of the COVID-19 pandemic
on our business plans and operations, liquidity, financial condition and results of operations could vary from our current projections.
THE COMPANY
WEC Energy Group, Inc. was incorporated
in the State of Wisconsin in 1981 and became a diversified holding company in 1986. On June 29, 2015, we acquired 100% of
the outstanding common shares of Integrys Energy Group, Inc. and changed our name to WEC Energy Group, Inc.
Our wholly owned subsidiaries are primarily
engaged in the business of providing regulated electricity service in Wisconsin and Michigan and regulated natural gas service
in Wisconsin, Illinois, Michigan and Minnesota. We also have an approximately 60% equity interest in American Transmission
Company LLC (“ATC”), a regulated electric transmission company. Additionally, we own majority interests in several
wind generating facilities as part of our non-utility energy infrastructure business. At June 30, 2020, we conducted our operations
in the six reportable segments discussed below.
Wisconsin Segment: The Wisconsin
segment includes the electric and natural gas operations of Wisconsin Electric Power Company (“WE”), Wisconsin Gas
LLC, Wisconsin Public Service Corporation, and Upper Michigan Energy Resources Corporation. At June 30, 2020, these companies
served approximately 1,632,000 electric customers and 1,478,200 natural gas customers.
Illinois Segment: The Illinois
segment includes the natural gas operations of The Peoples Gas Light and Coke Company (“PGL”) and North Shore Gas Company,
which provide natural gas service to customers located in Chicago and the northern suburbs of Chicago, respectively. At June 30,
2020, these companies served approximately 1,035,000 natural gas customers. PGL also owns and operates a 38.8 billion cubic feet
natural gas storage field in central Illinois.
Other States Segment: The
other states segment includes the natural gas operations of Minnesota Energy Resources Corporation, which serves customers in various
cities and communities throughout Minnesota, and Michigan Gas Utilities Corporation, which serves customers in southern and western
Michigan. These companies served approximately 421,400 natural gas customers at June 30, 2020.
Electric Transmission Segment: The
electric transmission segment includes our approximately 60% ownership interest in ATC, which owns, maintains, monitors, and operates
electric transmission systems primarily in Wisconsin, Michigan, Illinois, and Minnesota, and our approximately 75% ownership
interest in ATC Holdco, LLC, a separate entity formed to invest in transmission-related projects outside of ATC’s traditional
footprint.
Non-Utility Energy Infrastructure
Segment: The non-utility energy infrastructure segment includes the operations of W.E. Power, LLC, which owns and leases
electric power generating facilities to WE; Bluewater Natural Gas Holding, LLC, which owns underground natural gas storage facilities
in southeastern Michigan; and WEC Infrastructure LLC (“WECI”). At June 30, 2020, WECI held our 90% ownership interest
in Bishop Hill Energy III LLC, a wind generating facility located in Henry County, Illinois; our 80% ownership interest in
Coyote Ridge Wind, LLC, a wind generating facility located in Brookings County, South Dakota; and our 90% ownership interest in
Upstream Wind Energy LLC, a wind generating facility located in Antelope County, Nebraska.
In August 2019, WECI signed an agreement
to acquire an 80% ownership interest in Thunderhead Wind Energy LLC (“Thunderhead”), an approximately 300 MW wind generating
facility under construction in Antelope and Wheeler counties in Nebraska. In January 2020, WECI signed an agreement to acquire
an 80% ownership interest in Blooming Grove Wind Energy Center LLC (“Blooming Grove”), an approximately 250 MW wind
generating facility under construction in McLean County, Illinois. In February 2020, WECI agreed to acquire an additional
10% ownership interest in both Thunderhead and Blooming Grove. In addition, in July 2020, WECI signed an agreement to acquire
an 85% ownership interest in Tatanka Ridge Wind, LLC (“Tatanka Ridge”), an approximately 155 MW wind generating facility
under construction in Deuel County, South Dakota. WECI's investments in Thunderhead, Blooming Grove and Tatanka Ridge are expected
to qualify for production tax credits and 100% bonus depreciation.
Corporate and Other Segment: The
corporate and other segment includes the operations of the WEC Energy Group holding company, the Integrys Holding, Inc. holding
company, the Peoples Energy, LLC holding company, Wispark LLC, WEC Business Services LLC, and WPS Power Development, LLC. This
segment also includes Wisvest LLC and Wisconsin Energy Capital Corporation, which no longer have significant operations.
WEC Business Services LLC is a wholly owned
centralized service company that provides administrative and general support services to our regulated utilities, as well as certain
services to our nonregulated entities. WPS Power Development, LLC owns distributed renewable solar projects. Wispark LLC develops
and invests in real estate and had $32.3 million in real estate holdings at June 30, 2020.
For a further description of our business
and our corporate strategy, see our Annual Report on Form 10-K for the year ended December 31, 2019, as well as the other
documents incorporated by reference.
Our principal executive offices are located
at 231 West Michigan Street, P.O. Box 1331, Milwaukee, Wisconsin 53201. Our telephone number is (414) 221-2345.
Stockholders may call the plan administrator at (800) 558-9663 to speak with a service representative about their account.
INFORMATION ABOUT STOCK PLUS
The following questions and answers explain
and constitute the Stock Plus plan.
1. What is the Stock Plus Investment Plan?
The plan is a convenient and cost-effective
stock purchase plan available to new investors for making an initial investment in WEC Energy Group common stock and to existing
investors for increasing their holdings of WEC Energy Group common stock by reinvesting dividends or making optional cash investments
from time to time.
2. Who is eligible to participate in Stock Plus?
Any person or entity, whether or not a current
registered stockholder of WEC Energy Group, is eligible to participate in the plan. Holders of WE preferred stock may also participate
in the plan, including having their cash dividends on WE preferred stock reinvested in shares of WEC Energy Group common stock.
Persons or entities that reside outside the U.S. may participate if their participation does not violate local laws or regulations
applicable to WEC Energy Group or the participant or that would affect the terms of the plan. We reserve the right to terminate
the participation of any participant if we deem it advisable. All investments must be submitted in U.S. funds and drawn on a U.S.
bank.
3. How do I enroll in the plan?
You may join the plan by enrolling online
via Investor Center at www.computershare.com/investor. Alternatively, an enrollment form must be completed and returned to the
plan administrator. You will become a participant after a properly completed enrollment form has been received and accepted by
the administrator or after you enroll online. If you do not currently hold WEC Energy Group common stock, include your initial
investment (in U.S. dollars) in the form of a check. An enrollment form may be obtained by calling the plan administrator at (800)
558-9663.
If your shares of WEC Energy Group common
stock are registered in the name of a bank, broker or other nominee, you may enroll in the plan under the same terms as a new investor,
or arrange for the registered holder to register at least one share directly in your name in order to reinvest dividends or make
optional cash investments.
4. What are my investment options?
Your participation options are as follows.
You may make optional cash investments from time to time under any of the investment options.
Full Dividend Reinvestment. If you
select this option, all dividends on shares registered in your name or held in your plan account will be applied toward the purchase
of more shares of WEC Energy Group common stock.
Partial Dividend Reinvestment. Under
this option, you may elect to reinvest between 10% and 100% of the dividends on shares registered in your name or held in your
plan account. You may not specify a dollar amount to be invested. Any uninvested dividends will be sent to you in the form of a
check.
Optional Cash Investments Only. By
electing this option, dividends will be paid to you in cash, but you may make optional cash investments from time to time, up to
the maximum specified in Appendix A, to purchase additional shares of WEC Energy Group common stock.
Automatic Investment Option. This
election may be used in combination with any of the investment options. Under this option, you may deduct payments from your checking
or savings account automatically once each month by electronic means for investment in the plan as optional cash investments. You
must allow 30 days to initiate this feature or to make any changes in the amount to be invested or bank account from which the
funds are withdrawn.
If no option is specified on the enrollment
form, Full Dividend Reinvestment will apply. You can change your investment election online at www.computershare.com/investor
or by either submitting a new enrollment form or by calling the plan administrator at (800) 558-9663.
See Appendix A for investment minimums
and maximums as well as applicable service charges and processing fees. See Question 5 for further information about optional cash
investments.
5. How do I make optional cash investments? How much can
I invest?
You may make optional cash investments by
the following means:
Investment by Check. You may make
optional cash investments in WEC Energy Group common stock by sending to the plan administrator a check for the purchase of additional
shares. The check must be made payable to “Computershare/WEC Energy Group” in U.S. dollars and drawn on a U.S. bank.
If you are not in the United States, contact your bank to verify that they can provide you with a certified check that clears through
a U.S. bank and can print the dollar amount in U.S. funds. Due to the longer clearance period, we are unable to accept checks clearing
through non-U.S. banks. The plan administrator will not accept third party checks, money orders, or traveler’s checks. All
checks should be sent to the plan administrator at the address listed on the tear-off form attached to each statement you receive,
or if making an investment when enrolling, should be sent with the enrollment form. See Appendix A for applicable fees.
Online Investment. At any time, you
may make an optional cash investment through the plan administrator’s website, www.computershare.com/investor, by authorizing
a one-time online bank debit from your checking or savings account at a qualified financial institution. You should refer to the
online confirmation for the account debit date and investment date. See Appendix A for applicable fees.
Automatic Investment Option. As an
alternative to making optional cash investments via check or one-time Online Investment, you may elect to have funds automatically
withdrawn every month from your checking or savings account at a qualified financial institution. You may elect the automatic cash
withdrawal option by simply logging into your account online or by completing the appropriate sections on the Direct Debit Authorization
form, signing it and submitting it to the plan administrator. You may change the amount of money authorized for withdrawal or terminate
an automatic monthly withdrawal of funds by notifying the plan administrator in writing or over the internet. To be effective,
the new automatic investment option form must be received by the plan administrator not less than 30 days before the effective
date of the withdrawal. It is your responsibility to immediately notify the administrator of any changes in bank account or other
information as it relates to your automatic investment option authorization. You may call (800) 558-9663 and request a new
Direct Debit Authorization form. See Appendix A for applicable fees.
Minimum and Maximum Amounts for Optional
Cash Investments. See Appendix A for the minimum and maximum permitted amounts for voluntary cash investments.
Payments with Insufficient Funds. There
is a service charge, as listed in Appendix A, imposed for any check or other deposit for an optional cash investment returned
unpaid. If the deposit is returned, or the bank account designated under either the Automatic Investment Option or Online Investment
does not have sufficient funds for the authorized monthly deduction, the investment will be considered “void” and any
shares credited to your account in anticipation of receiving the payment will be sold to cover the transaction cost and the service
charge. If the net proceeds of the sale of such shares are insufficient to recover in full the uncollected amounts, additional
shares as may be necessary to recover in full the uncollected balance may be sold from your account.
6. What is the source of the WEC Energy Group stock offered
under the plan?
The administrator will purchase shares of
WEC Energy Group common stock for the plan in the open market or, if we so determine, the administrator will purchase original
issue shares or treasury shares from WEC Energy Group. We will decide whether shares are to be purchased from WEC Energy Group
or in the open market based on WEC Energy Group’s need for common equity and any other factors we consider to be relevant
from time to time. Any determination we make to alter the manner in which shares will be purchased for the plan, and implementation
of any such change, will comply with applicable SEC regulations and interpretations then in effect. At this time, we do not anticipate
that we will instruct the plan administrator to purchase original issue or treasury shares.
All dividend funds to be reinvested and
optional cash payments from all participants in the plan are commingled to purchase shares.
Open market purchases will be made on the
New York Stock Exchange or any other securities exchange where WEC Energy Group common stock may be traded, in the over-the-counter
market, or by negotiated transactions. The plan administrator makes all decisions as to price, delivery and any other matters related
to purchases in the open market.
Original issue shares or treasury shares
will be purchased directly from WEC Energy Group.
You should be aware that the share price
may fluctuate between the time your purchase instruction is received by the plan administrator and the time the purchase is made.
7. When are shares purchased under the plan?
Optional Cash Investments. Purchases
for optional cash investments are made twice each month, beginning on the first and the fifteenth day of each month, or the next
business day if the first or the fifteenth falls on a weekend or holiday. Depending on the number of shares being purchased and
current trading volume in the shares, purchases may be executed in multiple transactions and may be made over more than one day.
Your cash investment must reach the plan administrator at least one business day before an investment date. If your investment
is received too late to be invested on a particular investment date, it will be held until the next investment date, without interest.
You may cancel your investment up to two
business days before an investment date by calling the plan administrator. After that time, the administrator may, at its own discretion,
accept requests to revoke purchase instructions.
Automatic Investment Option. If you
participate in the automatic investment option, your investment will be deducted from your bank account on the 25th day of the
month, or if such date is not a business day, on the next business day, and invested on the first business day of the following
month.
Dividend Reinvestments. Dividends
reinvested under the plan are invested on the dividend payment dates, generally March 1, June 1, September 1, and
December 1, or the first business day following a payment date.
When purchasing shares on the open market,
the plan administrator, at its discretion, may purchase the shares over a period of several days in order to minimize price fluctuations.
The plan administrator will make every effort
to invest funds in common stock as soon as practicable on or after each investment date. In the event that any portion of any cash
dividends or initial or optional cash investments paid to the plan administrator under the plan is not invested within 30 days
after the dividend payment date or within 35 days after receipt of cash investments, that portion will be returned to the participants
affected without interest.
Upon notification by WEC Energy Group of
a pending dividend payment date, the plan administrator may, at its discretion, purchase common stock beginning three business
days in advance of the dividend payment date.
8. Are there fees associated with participation?
Yes. The plan administrator will deduct
a service charge and/or processing fee for each transaction made for you, whether the transaction is a reinvestment of dividends,
a purchase of shares, or a sale of shares. Please see Appendix A for all service charges and processing fees.
9. How is my purchase price determined?
All funds to be invested on each investment
date will be aggregated, each investor will be charged the same purchase price for each purchase type, and shares purchased under
the plan are currently purchased in the open market, but could be original issue shares or treasury shares purchased directly from
WEC Energy Group.
Share purchases in the open market may be
made on any stock exchange where WEC Energy Group common stock is traded, in the over-the-counter market, or by negotiated transactions
on such terms as the plan administrator may reasonably determine. Neither WEC Energy Group nor any participant will have any authority
or power to direct the date, time or price at which shares may be purchased by the plan administrator. If shares are purchased
on the open market, the plan administrator may combine participant purchase requests with other purchase requests received from
other participants and will generally batch purchase types (reinvested dividends and optional cash investments) for separate execution
by the plan administrator’s broker. The plan administrator may also direct its broker to execute each purchase type in several
batches throughout a trading day. Depending on the number of shares being purchased and current trading volume in the shares, the
plan administrator’s broker may execute purchases for any batch or batches in multiple transactions and over more than one
day. If different purchase types are batched, the price per share of the common shares purchased for each participant’s account,
whether purchased with reinvested dividends, with initial cash investments, or with optional cash, shall be the weighted average
price of the specific batch for such shares purchased by the plan administrator’s broker on that investment date.
If shares are purchased directly from WEC
Energy Group, your price is the average of the high and low sales prices as reported on the New York Stock Exchange consolidated
reporting system for the investment date.
10. How many shares of WEC Energy Group stock will be purchased
for my account?
The number of whole shares and any fractional
share credited to your plan account will be based on the amount you invest divided by the purchase price of the shares, less any
applicable fees. This applies to shares purchased with either optional cash investments or reinvested dividends. Future dividends
will be calculated on your total holdings of both whole and fractional shares of WEC Energy Group common stock.
11. Will I receive any confirmation of the purchase?
You will receive an account statement which
will show details of the investment, including investment date, investment amount, shares purchased, purchase price and ending
account balance. The statement will also reflect the cost basis of any shares acquired after January 1, 2011, and should be
retained for tax purposes. Please retain these statements to assist you in establishing the tax basis of your stock. The statement
also includes a stub which you may use for future optional cash investments or to sell or withdraw shares. Statements are mailed
within five business days after an investment.
12. Will I receive stock certificates? Can I deposit stock
certificates I currently hold for safekeeping?
Book-Entry Shares; Certificates Upon
Request. Your shares will be held for your benefit by the plan administrator in “book-entry” form. You may request
that a stock certificate for some or all of your whole shares be issued to you without withdrawing from the plan, or upon withdrawal
from the plan. A processing fee (and customer service fee, if assistance is required) as described in Appendix A will be
charged for stock certificates. You may make such a request by:
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using the tear-off form attached to the account statement;
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calling the plan administrator at (800) 558-9663;
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writing to the plan administrator at the address listed in Question 18;and
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via the Internet at www.computershare.com/investor.
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Certificates are normally issued to participants
within five business days after receipt of the request. Holding your plan shares in the form of a stock certificate does not affect
your dividend option. For example, if you elected to participate under the Full Dividend Reinvestment option, dividends
on all shares will continue to be reinvested. No certificates will be issued for fractional shares of common stock. Instead, fractional
shares will be sold and you will receive the net proceeds from the sale of your fractional share upon complete withdrawal from
the plan.
Safekeeping of Stock Certificates. If
you wish, you may send any WEC Energy Group stock certificates you currently hold to the plan administrator for safekeeping. This
is also referred to as a custodial service. Your certificated shares of WEC Energy Group stock will be credited to your plan account
and reflected in your account statement. Safekeeping is beneficial to you because you no longer bear the risk and cost associated
with loss, theft or destruction of stock certificates.
If you elect this optional service, please
use registered or insured mail to send your stock certificates to the plan administrator at the following address: Computershare,
462 South 4th Street, Suite 1600, Louisville, KY 40202. You must include written instructions indicating that these shares
are to be placed in your plan account. Do not endorse the stock certificates. You bear the risk of loss in transit, and we urge
you to use a delivery system with a tracking mechanism to protect your investment.
13. Can shares of WEC Energy Group stock held in my plan
account be used as collateral for a loan?
You may not use shares of WEC Energy Group
stock held in your plan account as collateral for a loan. If you wish to use the shares as collateral, you must request the plan
administrator to issue you a stock certificate for the shares in your name. Stock certificates for a fractional share will not
be issued under any circumstances.
14. How can I sell my shares held in the plan?
You may request the plan administrator to
sell all or a portion of the shares in your Stock Plus account. You have four choices when making a sale, depending on how you
submit your sale request, as follows:
Market Order: A market order is a
request to sell shares promptly at the current market price. Market order sales are only available at www.computershare.com/investor
or by calling the plan administrator directly at (800) 558-9663. Market order sale requests received at www.computershare.com/investor
or by telephone will be placed promptly upon receipt during market hours (normally 9:30 a.m. to 4:00 p.m. Eastern Time).
Any orders received after 4:00 p.m. Eastern time will be placed promptly on the next day the market is open. Depending on
the number of shares being sold and current trading volume in the shares, a market order may only be partially filled or not filled
at all on the trading day in which it is placed, in which case the order, or remainder of the order, as applicable, will be cancelled
at the end of such day. To determine if your shares were sold, you should check your account online at www.computershare.com/investor
or call the plan administrator directly at (800) 558-9663. If your market order sale was not filled and you still want the shares
sold, you will need to re-enter the sale request. The price shall be the market price of the sale obtained by the plan administrator's
broker, less service and processing fees.
Batch Order: A batch order is an
accumulation of all sale requests for a security submitted together as a collective request. Batch orders are submitted on each
market day, assuming there are sale requests to be processed. Sale instructions for batch orders received by the plan administrator
will be processed no later than five business days after the date on which the order is received (except where deferral is required
under applicable federal or state laws or regulations), assuming the applicable market is open for trading and sufficient market
liquidity exists. All sales requests received in writing will be submitted as batch order sales. The plan administrator will cause
your shares to be sold on the open market within five business days of receipt of your request. To maximize cost savings for batch
order sales requests, the plan administrator may combine each selling participant's shares with those of other selling participants.
In every case of a batch order sale, the price to each selling participant shall be the weighted average price obtained by the
plan administrator's broker for each aggregate order placed by the plan administrator and executed by the broker, less service
and processing fees.
Day Limit Order: A day limit order
is an order to sell securities when and if they reach a specific trading price on a specific day. The order is automatically cancelled
if the price is not met by the end of that day (or, for orders placed after-market hours, the next day the market is open). Depending
on the number of securities being sold and the current trading volume in the securities, such an order may only be partially filled,
in which case the remainder of the order will be cancelled. The order may be cancelled by the applicable stock exchange, by the
plan administrator at its sole discretion or, if the plan administrator’s broker has not filled the order, at your request
made online at www.computershare.com/investor or by calling the plan administrator directly at (800) 558-9663.
Good-‘Til-Cancelled (“GTC”)
Limit Order: A GTC limit order is an order to sell securities when and if the securities reach a specific trading price at
any time while the order remains open (generally up to 30 days). Depending on the number of securities being sold and current trading
volume in the securities, sales may be executed in multiple transactions and over more than one day. If an order trades for more
than one day during which the market is open, a separate fee will be charged for each such day. The order (or any unexecuted portion
thereof) is automatically cancelled if the trading price is not met by the end of the order period. The order may be cancelled
by the applicable stock exchange, by the plan administrator at its sole discretion or, if the plan administrator’s broker
has not filled the order, at your request made online at www.computershare.com/investor or by calling the plan administrator directly
at (800) 558-9663.
All per share fees include any brokerage
commissions the plan administrator is required to pay. Any fractional share will be rounded up to a whole share for purposes of
calculating the per share fee. The plan administrator may, under certain circumstances, require a transaction request to be submitted
in writing. Please contact the plan administrator to determine if there are any limitations applicable to your particular sale
request.
Proceeds are normally paid by check, which
are distributed within 24 hours after your sale transaction has settled. Processing fees and other expenses of the sale, including
any service charge, and any transfer tax, if applicable, will be deducted from the sale proceeds. Please see Appendix A for
charges and fees that apply.
If you elect to sell shares online at www.computershare.com/investor,
you may utilize Computershare’s international currency exchange service to convert your sale proceeds to your local currency
prior to being sent to you. Receiving your sales proceeds in a local currency and having your check drawn on a local bank avoids
the time consuming and costly “collection” process required for cashing U.S. dollar checks. This service is subject
to additional terms and conditions and fees, which you must agree to online.
The plan administrator reserves the right
to decline to process a sale if it determines, in its sole discretion, that supporting legal documentation is required. In addition,
no one will have any authority or power to direct the time or price at which shares for the program are sold (except for prices
specified for day limit orders or GTC limit orders), and no one, other than Computershare, will select the broker(s) or dealer(s) through
or from whom sales are to be made.
If your participation option includes
dividend reinvestment and you request that all of your shares be sold and your request is received after the record date but before
the dividend payment date, the plan administrator, in its sole discretion, may either pay such dividend in cash or reinvest it
in shares on your behalf. If such dividend is reinvested, the plan administrator may sell the shares purchased and remit the proceeds
to you, less any processing fee, any service fee and any applicable taxes. However, until and unless the plan administrator sells
these reinvested shares, any dividends payable on these shares will continue to be reinvested pursuant to the terms of the plan.
Therefore, if you request that all of your shares be sold after the record date but before the dividend payment date, your account
may continue to receive dividend reinvestments even after your sale request is processed.
The price of WEC Energy Group’s
common stock may rise or fall during the period between requesting a sale and the actual sale. Instructions to the plan administrator
to sell shares are binding and may not be revoked.
As noted above, if you are selling your
plan shares of WEC Energy Group common stock, you should be aware that prices for WEC Energy Group stock may fall during the period
between your request for sale, its receipt by the plan administrator, and the ultimate sale of your shares on the open market.
This risk is borne solely by you and should be carefully evaluated.
The plan is designed for the long-term investor
and does not afford you the same flexibility as an account with a stockbroker in this respect. If you prefer, you may choose to
sell your shares through a stockbroker of your choice, in which case you should contact your broker about transferring shares from
your plan account to your brokerage account. You may be charged a fee by your broker.
15. Can I transfer shares that I hold in the plan to someone
else?
Yes, you may transfer ownership of some
or all of your shares held through Stock Plus. Please visit the Computershare Transfer Wizard at www.computershare.com/transferwizard.
The Transfer Wizard will guide you through the transfer process, assist you in completing the transfer form, and identify other
necessary documentation you may need to provide.
You may transfer shares to new or existing
WEC Energy Group stockholders. However, a new Stock Plus account will not be opened for a transferee as a result of a transfer
of less than one full share. If you open a new Stock Plus account for a transferee, you must include an enrollment form with the
gift/transfer instructions.
16. I’ve just moved. How can I request a change of
address or update other personal data?
It is important that our records contain
your most up-to-date personal data. If you need to request a change of address or update other personal data, please write or call
the plan administrator or visit the plan administrator’s web site. If you are an electric service or gas customer of one
of WEC Energy Group’s subsidiaries, changing your billing address is not sufficient to change your stockholder account address.
17. How do I change or terminate my participation in the
plan?
You may withdraw or sell a portion of your
shares in the plan without terminating participation. To change your method of participation, or to terminate participation, you
may use the stub on your account statement, write a letter to the plan administrator, call the plan administrator, or visit the
plan administrator’s web site. You may request a stock certificate for the shares held in the plan or request that the shares
be sold.
If your participation option includes
dividend reinvestment and you request to terminate your participation in the plan and your request is received after the record
date but before the dividend payment date, the plan administrator, in its sole discretion, may either pay such dividend in cash
or reinvest it in shares on your behalf. If such dividend is reinvested, the plan administrator may sell the shares purchased and
remit the proceeds to you, less any processing fee, any service fee and any applicable taxes. However, until and unless the plan
administrator sells these reinvested shares, any dividends payable on these shares will continue to be reinvested pursuant to the
terms of the plan. Therefore, if you request to terminate participation in the plan after the record date but before the dividend
payment date, your account may continue to receive dividend reinvestments even after your withdrawal from the plan is processed.
18. Who is the plan administrator and how do I contact them?
The plan administrator is Computershare
Trust Company, N.A. You may contact them as follows:
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Visit www.computershare.com/investor, where you can view share balances, market value, tax documents and account statements,
request electronic delivery of documents, review answers to frequently asked questions and perform many transactions.
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WEC Energy Group, Inc. c/o Computershare
P.O. Box 50500
Louisville, KY40233-5000
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Call the plan administrator at (800) 558-9663. Service representatives are available from 8 a.m. to 8 p.m. Eastern
time on business days. An automated voice-response system also provides information 24 hours a day, 7 days a week.
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You may use the tear-off portion of your
account statement and mail it to the plan administrator at the address above for sales, liquidations, share deposits and withdrawals.
19. What reports will I receive?
You will receive easy-to-read statements
of your account activity after each investment or other transaction. You should retain these statements in your records. In addition,
you will receive the same communications sent to all other holders of WEC Energy Group common stock, such as annual reports and
proxy statements. You will also receive any Internal Revenue Service forms that may be required for income tax purposes.
You can choose to receive your statements
and other information electronically by signing up for electronic communications. This provides for fast, easy and secure 24/7
online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor Center
at www.computershare.com/investor where step-by-step instructions will prompt you through enrollment.
20. What if WEC Energy Group issues a stock dividend or declares
a stock split?
Your plan account will be credited with
the appropriate number of shares of WEC Energy Group common stock on the payment date. If you prefer to receive a stock certificate,
you may do so by notifying the plan administrator after the payment date.
A stock dividend payable in other than WEC
Energy Group common stock will be paid to you and not credited to your plan account.
21. How do I vote my Stock Plus shares at stockholders’
meetings?
Shares of WEC Energy Group common stock
held for you by the plan administrator will be voted as you direct. If you hold shares in Stock Plus on the record date for any
WEC Energy Group annual or special meeting of stockholders, you will receive proxy materials, including a proxy card which you
may use to vote all shares held in your Stock Plus account and any shares for which you hold a stock certificate.
You may vote your shares by mail, telephone
or on the Internet as directed in the proxy statement or on the proxy card. If you do not return your proxy card, or vote by telephone
or Internet, none of your shares will be voted.
22. Can the plan be changed or discontinued?
WEC Energy Group may amend, modify, suspend
or terminate the plan at any time, including the period between a record date and a dividend payment date. As appropriate, participants
will receive notice of any material amendment or modification, or of any suspension or termination.
Upon termination of the plan, you will be
mailed any optional cash investments received and not invested, whole shares will continue to be credited in book entry to your
plan account, and you will be mailed a check for any fractional share. However, if WEC Energy Group terminates the plan to establish
a new plan, you will automatically be enrolled in the successor plan, and shares of WEC Energy Group stock credited to your plan
account will automatically be transferred to the successor plan.
The plan administrator may terminate your
Stock Plus account if you do not maintain at least one whole share in your account. In the event your Stock Plus account is terminated
for this reason, a check for the cash value of the fractional share will be sent to you and your account will be closed.
23. Who interprets the plan?
WEC Energy Group will determine any question
of interpretation arising under the plan, and our determination will be final. WEC Energy Group and/or the plan administrator may
adopt rules or practices to facilitate the administration of the plan.
24. What law governs the plan?
The terms and conditions of the plan and
its operations will be governed by the laws of the State of Wisconsin.
25. What are the responsibilities of WEC Energy Group and
the plan administrator under Stock Plus?
Neither WEC Energy Group nor the plan administrator
will be liable for any act done in good faith or for any good faith omission to act, including, without limitation, any claim or
liability:
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with respect to the prices at which shares of WEC Energy Group stock are purchased or sold for your plan account and the times
when such purchases or sales are made;
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for any fluctuation in the market value after purchases or sales of shares of WEC Energy Group stock; or
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for continuation of your plan participation until the plan administrator receives written notice of your death accompanied
by your estate’s request to discontinue participation.
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In no event shall WEC Energy Group the plan
administrator or their agents have any liability as to any inability to purchase shares or as to the timing of any purchase. WEC
Energy Group and the plan administrator provide no advice and make no recommendation with respect to your purchases and sales of
WEC Energy Group stock. Your decision to purchase or sell WEC Energy Group stock must be made by you based upon your own research
and judgment.
You should recognize that neither WEC Energy
Group nor the plan administrator can assure you of a profit or protect you against a loss on shares purchased through the plan.