Otter Tail Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three directors (Jeanne H. Crain, John D. Erickson, Nathan I. Partain) to three-year terms ending April 2029.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement (Say-on-Pay).

   More detail

   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.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche, LLP as Otter Tail Corporation’s independent registered public accounting firm for 2026.

4. 4

   Amendment and Restatement of Bylaws to Include an Exclusive Forum Provision

   ManagementBoard: FOR

   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.

   More detail

   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.

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When is the Otter Tail Corp 2026 annual meeting?

Otter Tail Corp (OTTR) holds its 2026 annual shareholder meeting on Monday, April 13, 2026.

What is the record date for the Otter Tail Corp 2026 meeting?

The record date for the Otter Tail Corp 2026 meeting is Thursday, February 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Otter Tail Corp's 2026 meeting?

The board is presenting 3 director nominees at the Otter Tail Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Otter Tail Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Otter Tail Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.