8-K - OTTR - Equibles

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): December 21, 2022

OTTER TAIL CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota<br><br>(State or other jurisdiction of incorporation or organization)	0-53713<br><br>(Commission File Number)	27-0383995<br><br>(I.R.S. Employer Identification No.)

215 South Cascade Street, P.O. Box 496, Fergus Falls, MN 56538-0496

(Address of principal executive offices, including zip code)

(866) 410-8780

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, par value $5.00 per share	OTTR	The Nasdaq Stock Market LLC

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

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.

On December 21, 2022, the Otter Tail Corporation (the “Corporation”) Board of Directors appointed Ms. Jeanne Crain and Ms. Mary Ludford to serve as members of the Board of Directors, effective January 1, 2023.

Ms. Crain has been appointed to the Audit Committee and the Compensation and Human Capital Management Committee effective January 1, 2023. Ms. Crain will be part of the class of directors that stands for election to the Board of Directors at the Corporation’s 2023 Annual Shareholder Meeting. There are no arrangements or understandings between Ms. Crain and any other persons pursuant to which Ms. Crain was selected as a Director. Ms. Crain does not have a direct or indirect material interest in any currently proposed transaction to which the Corporation was, or is to be, a participant, nor has Ms. Crain had a direct or indirect material interest in any transactions since the beginning of the Corporation’s last fiscal year. Ms. Crain will be compensated for her service on the Board of Directors consistent with our other non-employee directors. Ms. Crain will receive an annual retainer in the amount of $76,000, and upon election to the Board at the 2023 Annual Shareholder Meeting, she will receive an annual grant of restricted stock with an approximate value of $95,000, an additional grant of restricted stock with an approximate value of $10,500 for each standing committee on which she serves, and an additional grant of restricted stock with an approximate value of $29,000 for her partial year of service as a Board and Committee member prior to the Corporation’s 2023 Annual Shareholder Meeting. Each grant of restricted stock will vest over a period of three years at the rate of one-third per year.

Ms. Ludford has been appointed to the Audit Committee and the Corporate Governance Committee effective January 1, 2023. Ms. Ludford will be part of the class of director that stands for election to the Board of Directors at the Corporation’s 2024 Annual Shareholder Meeting. There are no arrangements or understandings between Ms. Ludford and any other persons pursuant to which Ms. Ludford was selected as a Director. Ms. Ludford does not have a direct or indirect material interest in any currently proposed transaction to which the Corporation was, or is to be, a participant, nor has Ms. Ludford had a direct or indirect material interest in any transactions since the beginning of the Corporation’s last fiscal year. Ms. Ludford will be compensated for her service on the Board of Directors consistent with our other non-employee Directors. Ms. Ludford will receive an annual retainer in the amount of $76,000,and on the date of the 2023 Annual Shareholder Meeting, she will receive an annual grant of restricted stock with an approximate value of $95,000, an additional grant of restricted stock with an approximate value of $10,500 for each standing committee on which she serves, and an additional grant of restricted stock with an approximate value of $29,000 for her service as a Board and Committee member prior to the Corporation’s 2023 Annual Shareholder Meeting. Each grant of restricted stock will vest over a period of three years at the rate of one-third per year.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
	99.1	Press Release of Otter Tail Corporation dated December 22 , 20 2 2
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	OTTER TAIL CORPORATION
Date: December 22, 2022	By:	/s/ Kevin G. Moug
		Kevin G. Moug
		Chief Financial Officer

Document

Otter Tail Corporation Appoints Ms. Jeanne Crain and Ms. Mary Ludford to Board of Directors

Mr. James Stake to retire at April Annual Meeting of Shareholders

Company Release - 12/22/2022

FERGUS FALLS, Minnesota—(BUSINESS WIRE)—Otter Tail Corporation (“the Company”) has appointed Ms. Jeanne Crain of Minneapolis, Minnesota, and Ms. Mary Ludford of Chicago, Illinois, to the company’s Board of Directors effective January 1, 2023.

Outgoing Board Member James Stake, who has served as an independent Board member since 2008, has chosen not to stand for re-election and instead retire from the Board following the Company's upcoming Annual Meeting of Shareholders in April 2023. Mr. Stake would have reached mandatory retirement age during the upcoming term had he stood for re-election.

Mr. James Stake<br><br><br><br>Nathan Partain, Chair of the Company’s Board of Directors, stated, "We would like to thank Jim for his many contributions during his fourteen years of service as a member of the Board. Jim’s support of the Company’s energy transition and more than a decade of service as Chair of the Compensation and Human Capital Management Committee of the Board have been invaluable. We wish Jim the very best in his retirement."
Ms. Jeanne Crain<br><br><br><br>Ms. Crain is president and chief executive officer of a $16 billion financial services organization with locations in Minnesota, Wisconsin, and North Dakota.<br><br><br><br>“Jeanne has combined extensive financial industry knowledge with decades of leadership experience to advance strategy and performance,” said Partain. “Her financial expertise and leadership experience are well-aligned to serve our shareholders, customers, and communities.” Ms. Crain has been appointed to serve on the Audit and Compensation and Human Capital Management Committees of Otter Tail’s Board.<br><br><br><br>Crain earned her masters in business administration from Marquette University and has a bachelor’s degree from the University of North Dakota, where she was a 2018 recipient of the Sioux Award, the highest honor given by the Alumni Association and Foundation for achievement, service, and loyalty. She is a native of North Dakota, is a member of the Board of Directors for the Minneapolis Federal Reserve Bank where she serves as the Chair of its Audit Committee, and has been recognized by the Minneapolis/St. Paul Business Journal as one of their Most Admired CEOs.
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Ms. Mary Ludford<br><br><br><br>Ms. Ludford is an accomplished senior operating executive with 39 years of energy-industry experience developing and executing complex strategic plans for a fortune 100 company in a regulated environment.<br><br><br><br>“Mary is a high-energy, dynamic leader who has consistently set clear visions, established comprehensive strategies, and driven executional excellence throughout her career,” said Partain. “Her functional experience in Cyber Security Control programs, Internal Audit, Financial Controls, Customer Operations, Financial Planning, and Regulatory and Governmental Affairs will offer tremendous insights to our board.” Ms. Ludford has been appointed to serve on the Audit and Corporate Governance Committees of Otter Tail’s Board.<br><br><br><br>Ludford graduated with her masters in business administration from Loyola University.
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View source version on businesswire.com: https://www.businesswire.com/news/home/20221222005507/en/

About the Corporation: Otter Tail Corporation has interests in diversified operations that include an electric utility and manufacturing businesses. Otter Tail Corporation stock trades on the Nasdaq Global Select Market under the symbol OTTR. The latest investor and corporate information are available at www.ottertail.com. Corporate offices are in Fergus Falls, Minnesota, and Fargo, North Dakota.

Media contact: Stephanie Hoff, Director of Corporate Communications, (218) 739-8535

Investor contact: Kevin Moug, Chief Financial Officer, (701) 451-3562