Form 8-K Otter Tail Corp For: Apr 13
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): April 13, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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:
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 | ||||||
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 5.07 Submission of Matters to a Vote of Security Holders
Otter Tail Corporation (the “Company”) held its Annual Shareholder Meeting on April 13, 2026, in a virtual format. A total of 41,953,525 shares of the Company’s common stock were entitled to vote as of the close of business on February 12, 2026, the record date for the Annual Meeting, of which 34,713,440 were voted in person or by proxy at the Annual Meeting, with virtual attendance constituting in person attendance at the Annual Meeting. The matters voted upon and approved by the Company’s shareholders were:
1.the election of three members to the Board of Directors;
2.the approval, in a non-binding advisory vote, of the compensation provided to the Named Executive Officers as described in the Proxy Statement;
3.the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year 2026; and
4.the amendment and restatement of the Company’s Bylaws to include an exclusive forum provision.
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 | ||||||||
| Jeanne H. Crain | 28,073,952 | 325,613 | 6,313,875 | ||||||||
| John D. Erickson | 28,002,930 | 396,635 | 6,313,875 | ||||||||
| Nathan I. Partain | 27,351,500 | 1,048,065 | 6,313,875 | ||||||||
All three directors were re-elected, to serve three-year terms expiring at the time of the 2029 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 | ||||||||
| 27,362,072 | 672,105 | 365,388 | 6,313,875 | ||||||||
Ratification of the Appointment of Deloitte & Touche LLP as Otter Tail Corporation’s Independent Registered Public Accounting Firm for the Year 2025:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 34,240,352 | 404,111 | 68,977 | — | ||||||||
Approval of the amendment and restatement of the Company’s Bylaws to include an exclusive forum provision:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 24,816,084 | 3,378,544 | 204,937 | 6,313,875 | ||||||||
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: April 15, 2026 | By: | /s/ Jennifer O. Smestad | ||||||
| Jennifer O. Smestad | ||||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT