Otter Tail (OTTR) Proxy Filing summary

Executive summary

• Record 2024 earnings of $302 million and diluted EPS of $7.17, with a 19% return on equity and 86th consecutive year of dividends; 2025 dividend increased by 12% to $2.10.

• Regulated electric utility advanced regulatory priorities and rate base growth, while manufacturing faced softened demand but completed key expansion projects.

• Five-year capital spending plan set at $1.6 billion, targeting 6–8% long-term EPS growth.

Voting matters and shareholder proposals

• Shareholders to vote on: election of three directors for three-year terms, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by October 29, 2025 for inclusion.

Board of directors and corporate governance

• Board consists of nine directors, 89% independent, with a mix of tenures and diverse backgrounds.

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

• Board succession planning and director education emphasized; majority voting policy in place for uncontested elections.

• Three standing committees: Audit, Compensation and Human Capital Management, and Corporate Governance, all with independent members.