Item 5.07 Submission of Matters to a Vote of Security Holders
Otter Tail Corporation (the "Company") held its Annual Shareholder Meeting onApril 17, 2023 in a virtual format. A total of 41,684,526 shares of the Company's common stock were entitled to vote as of the close of business onFebruary 17, 2023 , the record date for the Annual Meeting, of which 33,946,042 were voted in person or by proxy at the Annual Meeting, with virtual attendance constituting in person attendance at the Annual Meeting.
The following is a summary of the voting results for each matter presented to the shareholders:
Election of Directors: Director's Name Votes For Votes Withheld Broker Non-Votes John D. Erickson 26,722,234 521,197 6,702,611 Nathan I. Partain 26,758,332 485,099 6,702,611 Jeanne H. Crain 26,925,494 317,937 6,702,611
All three directors were elected, or re-elected, to serve three-year terms expiring at the time of the 2026 Annual Shareholder Meeting and until their successors are duly elected and qualified.
Approval, In a Non-Binding Advisory Vote, of Compensation Provided to the Named Executive Officers as Described in the Proxy Statement:
Votes For Votes Against Votes Abstained Broker Non-Votes 26,134,940 696,211 412,280 6,702,611 Determination, In a Non-Binding Advisory Vote, of Whether Future Shareholder Votes on the Compensation of the Named Executive Officers Should Occur Every One, Two or Three Years: Votes For One Year Votes For Two Years Votes For Three Years Votes Abstained Broker Non-Votes 25,511,046 358,621 1,216,875 156,889 6,702,611
Adoption of the
Votes For Votes Against Votes Abstained Broker Non-Votes 26,075,218 895,106 273,107 6,702,611
Ratification of the Appointment of
Votes For Votes Against Votes Abstained Broker Non-Votes 33,237,781 543,757 164,504 -
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Approval of 2023 Stock Incentive Plan OnApril 17, 2023 , shareholders approved the Company's 2023 Stock Incentive Plan, which is an omnibus equity incentive plan that allows us to grant stock-based awards to employees, officers, non-employee directors and other eligible participants. The material terms of the 2023 Stock Incentive Plan are disclosed in the Company's Definitive Proxy S t atement for its Annual Shareholder Meeting filed with theSecurities and Exchange Commission (the "SEC") onMarch 1, 2023 , and are incorporated herein by reference. This description is subject to the complete text of the 2023 Stock Incentive Plan, which is Exhibit 4.1 to the registration statement on Form S-8 filed onApril 17, 2023 and incorporated herein by reference. The form of Restricted Stock Award Agreement for Directors, which was approved by theCompensation and Human Capital Management Committee of the Board of Directors for use under the 2023 Stock Incentive Plan, is filed as Exhibit 10.2 to this report and incorporated herein by reference. Approval of Executive Annual Incentive Plan OnApril 16, 2023 , the Company's Board of Directors approved the Executive Annual Incentive Plan for 2023, which will provide cash incentives to our executives based on competitive market practice, internal equity needs and the Company's philosophy of pay for performance. Target annual incentives for named executive officers range from 50% to 100% of the officer's base pay.
--------------------------------------------------------------------------------
Earning the annual incentive payout is dependent on achieving one or more performance goals and such other performance criteria identified for each officer by theCompensation and Human Capital Management Committee , including financial performance metrics (60-80% of an officer's target annual incentive), individual performance and strategic goals (10-30% of an officer's target annual incentive), workplace safety (10% of an officer's target annual incentive), a new metric for diversity, equity and inclusion ("DEI") performance (up to 5% of an officer's target annual incentive) and a new metric for environmental performance (up to 5% of an officer's target annual incentive). The annual incentive payout can range from 0% to 200% of target.
This description is subject to the Executive Annual Incentive Plan, which is filed as Exhibit 10.3 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits 10.1 2023 Stock Incentive Plan 10.2 Form of 2023 Restricted Stock Award Agreement for Directors 10.3 Executive Annual Incentive Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source