Otter Tail (OTTR) Proxy Filing summary

Executive summary

• Achieved strong 2025 financial results with $1.3 billion in revenue, $276 million net income, and $6.55 EPS, maintaining a leading 16% return on equity and 87 consecutive years of dividends.

• Five-year total shareholder return reached 158%, highest among EEI member companies, and dividend increased by 10% for the second consecutive year.

• Capital projects advanced in wind repowering, solar development, and regional transmission; manufacturing and PVC businesses adapted to market conditions.

• Long-term EPS growth target raised to 7-9% with a $2.0 billion capital spending plan for 2026-2030.

Voting matters and shareholder proposals

• Shareholders will vote to elect three directors for three-year terms, approve executive compensation in an advisory vote, ratify Deloitte & Touche LLP as auditor for 2026, and amend bylaws to add an exclusive forum provision.

• Board recommends voting FOR all proposals.

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

Board of directors and corporate governance

• Board will have ten members post-2026 meeting, with a majority independent and a mix of tenures and backgrounds.

• Recent board refreshment included three retirements and five new directors since 2022.

• Separate CEO and Chairman roles, annual board/committee self-evaluations, and robust director nomination and succession planning processes.

• Stock ownership guidelines for directors and officers, and limits on outside board service.