Document

DEF 14A 1 def14a2022.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ý Filed by a Party other than the Registrant ¨

Check the appropriate box:



¨						Preliminary Proxy Statement

¨						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý						Definitive Proxy Statement

¨						Definitive Additional Materials

¨						Soliciting Material Pursuant to §240.14a-12

DTE Energy Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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¨ Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11




LETTER TO SHAREHOLDERS
Fellow Shareholders,

We invite you to attend our company’s annual meeting of shareholders, which will be held in a virtual-only format on Thursday, May 5, 2022. Please see page 66 for details regarding attendance.

In 2021, our 10,000 caring and dependable employees contributed tremendous energy to keep our company and our communities moving forward during an extraordinary year of challenges and opportunities.

To achieve our aspiration of being “best in the world and best for the world,” we refreshed our company’s operating model and unveiled a new purpose: “We improve lives with our energy.” Our new operating model guides us on how to bring our purpose to life when we face our biggest challenges as well as in our everyday work to deliver safe, reliable, affordable, clean energy and exceptional service to our customers.

Our employees continued to bring their best energy to work, taking on and working through the coronavirus pandemic and unprecedented weather while still achieving nearly all of our operational and financial goals. Through it all, our unified sense of purpose enabled employee engagement to remain in the top six percent of companies worldwide.

After a historical summer season of storms and outages, our customer satisfaction suffered. Our additional investments to trim trees and modernize equipment helped to improve reliability in communities most impacted by this year’s storms. By the first week in 2022, we had seen recovery in our customer satisfaction measures. Finally, J.D. Power recognized DTE for being number one in the Midwest for both gas residential and gas business customer satisfaction.

We also made significant progress toward our goal of achieving net zero carbon emissions by 2040 and creating a greener future for our customers. We added three new wind parks and one solar park, increasing our clean energy capacity by 40%. Customers showed their support for our efforts by enrolling in our voluntary renewables programs, MIGreenPower, for electric, and Natural Gas Balance for gas. Accelerating renewable energy capacity enabled us to retire our coal-fired River Rouge Power Plant ahead of schedule.

Our track record for achieving financial success continued with 14% earnings per share growth for the second consecutive year, and we created value for shareholders by spinning off DT Midstream as a new publicly traded company on July 1, 2021.

In 2021 we persevered and delivered continued growth and results – a tribute to our people who passionately lived our purpose of improving lives with their energy.

As we continue on a solid path to progress and success in 2022 and beyond, we thank you for your partnership and investment in DTE.



Ruth G. Shaw						Gerardo Norcia
Lead Independent Director						President and Chief Executive Officer


DTE Energy Company
One Energy Plaza
Detroit, Michigan 48226

2022 Notice of Annual Meeting of Shareholders and Proxy Statement


Meeting Date:	Time:	Location:
Thursday, May 5, 2022	8:00 a.m. (EDT)	Virtual only

We invite you to attend the annual meeting of DTE Energy Company. In response to ongoing public health concerns related to the COVID-19 pandemic, and to protect the health and safety of shareholders and other meeting participants, our 2022 annual meeting will be held in a virtual-only format. See page 66 for details on how to attend.

Agenda:


1.			Elect eleven directors;
2.			Ratify the appointment of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as our independent registered public accounting firm for the year 2022;
3.			Provide an advisory vote to approve executive compensation;
4.			Vote on two shareholder proposals, if properly presented, relating to special shareholder meetings and to our net zero emissions goals;
5.			Consider any other business that may properly come before the meeting.

Only shareholders of record at the close of business on March 8, 2022, the record date for this meeting, or their representatives authorized by proxy may attend or vote at the meeting.

This 2022 Notice of Annual Meeting, as well as the accompanying proxy statement and proxy card, will be first sent or given to our shareholders on or about March 28, 2022.

This year we have conserved resources and reduced costs by mailing a meeting notice to many of our registered and beneficial shareholders containing instructions on how to access our proxy statement and annual report on Form 10-K and vote online or how to request a paper copy. Shareholders who receive that meeting notice will not receive a paper copy of the proxy statement and annual report on Form 10-K or a proxy card unless they request one.

Every vote is important. You may vote your shares (1) by telephone, (2) via the Internet, (3) if you received a paper copy, by completing and mailing the enclosed proxy card in the return envelope or (4) at the annual meeting. Specific instructions for voting by telephone or via the Internet are attached to the proxy card or to the meeting notice that you received if you did not receive a paper copy. If you attend the meeting and vote at it, your vote at the meeting will replace any earlier vote by telephone, Internet or proxy. If you wish to attend the virtual annual meeting, you must register in advance. Please follow the instructions on page 66 to register to attend.


By Order of the Board of Directors

Lisa A. Muschong Vice President, Corporate Secretary & Chief of Staff March 17, 2022

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to Be Held on May 5, 2022:

The proxy statement and annual report are available to security holders free of charge at

proxydocs.com/dte

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			6
Nominees for Election at this Meeting			8
CORPORATE GOVERNANCE			14
COMMITTEES OF THE BOARD OF DIRECTORS			18
BOARD OF DIRECTORS RISK OVERSIGHT FUNCTIONS			2

SEC Form DEF 14A filed by DTE Energy Company