Otter Tail (OTTR) Proxy Filing summary

Executive summary

• Achieved strong 2025 financial results with $6.55 diluted EPS, $276 million net income, and a 16% return on equity on a 63% equity layer.

• Five-year total shareholder return reached 158%, leading the utility sector, and dividends increased by 10% for the second consecutive year.

• Capital projects advanced in wind repowering, solar development, and regional transmission; manufacturing and PVC businesses outperformed expectations.

• Long-term EPS growth target raised to 7-9%, with a five-year capital spending plan of $2.0 billion (2026-2030).

• 2026 marks the 88th consecutive year of uninterrupted dividends.

Voting matters and shareholder proposals

• Election of three directors for three-year terms expiring in April 2029.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Deloitte & Touche, LLP as independent auditor for 2026.

• Amendment of Bylaws to include an exclusive forum provision for internal corporate claims.

• Shareholder proposals for the 2027 meeting must be submitted by November 2, 2026.

Board of directors and corporate governance

• Board comprises ten directors post-2026 meeting, with 90% independence and diverse backgrounds.

• Separate Chairman and CEO roles; annual board and committee self-evaluations and peer reviews.

• Majority voting policy for uncontested director elections; robust director nomination and succession planning.

• Stock ownership guidelines for directors and executives; no poison pill in place.