Independent
Tenure on this board
3.4 yrs
3 nominees · 4 ballot items.
Election of three directors; Advisory (non-binding) vote to approve executive compensation; Ratification of Deloitte & Touche as independent auditors; Amendment and restatement of Bylaws to add an exclusive forum provision; and other business as may properly come before the meeting.
Elect three directors (Jeanne H. Crain, John D. Erickson, Nathan I. Partain) to three-year terms ending April 2029.
Non-binding advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement (Say-on-Pay).
The management proposal requests an annual, non-binding advisory vote approving the compensation of the Named Executive Officers as disclosed in the CD&A and tables. Management seeks shareholder approval to validate its pay-for-performance design, which emphasizes strong performance-based annual and long-term incentives tied to financial metrics, safety, people & culture and TSR/ROE performance. The Board recommends FOR, citing the alignment of incentives with shareholder interests, substantial performance components, caps on payouts, stock ownership guidelines, and a strong prior-year shareholder support level (96.6%). Adoption is advisory; the Board will consider results in future compensation decisions but is not bound by the outcome.
Ratify Deloitte & Touche, LLP as Otter Tail Corporation’s independent registered public accounting firm for 2026.
Amend and restate the Bylaws to add an exclusive forum provision designating Minnesota state or federal courts as the exclusive forum for internal corporate claims.
The proposal would amend the Bylaws to adopt an exclusive forum clause to require internal corporate claims to be litigated in Minnesota state or federal courts, absent the corporation's written consent to another forum. Management argues this will prevent duplicative multi-jurisdiction litigation, ensure Minnesota courts apply Minnesota corporate law, reduce costs and uncertainty, and is authorized by Minnesota statute. The provision is narrow, limited to internal corporate claims, and the Board recommends FOR, acknowledging possible limitations in enforceability in other jurisdictions but viewing benefits as outweighing drawbacks.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.4% | 4,352,843 | $382M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.0% | 2,947,184 | $259M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 1,865,713 | $164M |
| 4 | STATE STREET CORP | 3.7% | 1,569,348 | $138M |
| 5 | BlackRock, Inc. | 2.8% | 1,192,795 | $105M |
| 6 | LSV ASSET MANAGEMENT | 2.5% | 1,042,913 | $92M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 910,647 | $80M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 1.9% | 778,551 | $68M |
| 9 | TWO SIGMA INVESTMENTS, LP | 1.6% | 662,934 | $58M |
| 10 | FIRST TRUST ADVISORS LP | 1.4% | 605,990 | $53M |
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