ottr-20240227

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

OTTER TAIL CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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			2024 PROXY STATEMENT AND ANNUAL MEETING NOTICE

OTTER TAIL CORPORATION

ANNUAL MEETING OF SHAREHOLDERS

Monday, April 8, 2024

10:00 A.M. (CDT)

Virtual Meeting Link: www.virtualshareholdermeeting.com/OTTR2024.

In order to be admitted to the Annual Meeting, you will need to enter the 16-Digit Control Number found on your proxy card, voting instruction form, or Notice you previously received. You may vote during the Annual Meeting by following the instructions that will be available on the virtual meeting website.

Contact Shareholder

Services for Information


E-mail			sharesvc@ottertail.com

Internet			www.ottertail.com

Phone			800-664-1259 or 218-739-8479

Mail			Otter Tail Corporation P.O. Box 496 Fergus Falls, Minnesota 56538-0496

February 28, 2024

Dear Shareholders:

We invite you to join us at our virtual 2024 Annual Meeting of Shareholders on Monday, April 8, 2024 at 10:00 A.M. (CDT). An audio archive of the Annual Meeting, including the question and answer session, will be posted on Otter Tail Corporation’s website at www.ottertail.com within a few days after the meeting’s adjournment.

Through the collective efforts of our nearly 2,700 employees and the strength of our diversified business model, Otter Tail Corporation produced record earnings in 2023, generating diluted earnings per share of $7.00, an increase of 3 percent from 2022 diluted earnings per share of $6.78. Our consolidated return on equity was 22 percent on an equity ratio of 61 percent. Additionally, in 2023 we increased our dividend by 6.1 percent and completed our 85th consecutive year of paying dividends to our shareholders.

In 2023, our electric utility completed the purchase of Ashtabula III, a 62 MW wind facility, and placed Hoot Lake Solar, a 49 MW solar facility, into service, and filed a general rate case in North Dakota. Our utility continues to deliver on its capital spending plan while ensuring safe, reliable and affordable electric service for our customers.

Our plastics businesses produced another year of outstanding financial results, supported by elevated PVC pipe sales prices. Expansion projects are currently underway at two of our manufacturing plant locations, which will provide additional capacity to support customers and future growth opportunities. Our manufacturing and plastics businesses continue to manage through dynamic market conditions and provide enhanced returns.

Our electric utility provides strong, stable cash flows to support our dividend and is complemented by our manufacturing and plastics businesses, which provide a higher level of earnings growth potential through organic opportunities. We believe our diversified business model positions us to deliver shareholder value through growing our businesses, achieving operational and commercial excellence, and engaging a talented workforce. We look forward to sharing more about our 2023 results and our strategy for sustained success during the 2024 Annual Meeting.

Your vote is important. Information concerning the matters to be considered and voted upon at the 2024 Annual Meeting along with instructions on how to vote your shares is set out in the attached Notice of 2024 Annual Meeting and Proxy Statement. Please be sure to retain your Notice or proxy card (if you received a printed copy of the proxy materials), which has your 16-Digit Control Number required to be admitted into the 2024 Annual Meeting.

Thank you for your confidence and investment in Otter Tail Corporation.




Nathan I. Partain						Charles S. MacFarlane
Chairman of the Board						President and Chief Executive Officer

Notice of Annual Meeting

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Otter Tail Corporation (the “Corporation”) will be held as a virtual meeting on Monday, April 8, 2024 at 10:00 A.M. (CDT). You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/OTTR2024. You will need to have your 16‐Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The Annual Meeting will be held to consider and act upon the following proposals:

YOUR VOTE IS IMPORTANT

Please vote your proxy by telephone or the Internet as described in the instructions

on the Notice.

If you received paper copies of the proxy materials, you could also sign, date and return the accompanying proxy card in the enclosed envelope. If your shares are held of record in a brokerage account, please follow the instructions you receive from your broker.

The Proxy Statement and Annual Report on Form 10-K were either made available to you over the Internet or mailed to you beginning on or about February 28, 2024. Shareholders who are receiving a paper copy of these materials can elect to receive future reports over the Internet by (1) visiting www.ProxyVote.com,

(2) calling 1-800-579-1639 or

(3) sending an email to sendmaterial@proxyvote.com (include your 16-Digit Control Number found on your Notice or the Proxy Card in the subject line).

To elect three Directors to Otter Tail Corporation’s Board of Directors to serve terms of three years expiring in April 2027 and until their successors are duly elected and qualified.

To approve, in a non-binding advisory vote, the compensation provided to the Named Executive Officers as described in the Proxy Statement.

To ratify the appointment of Deloitte & Touche, LLP as Otter Tail Corporation’s independent registered public accounting firm for the year 2024.

To transact such other business as may properly be brought before the meeting.

Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting to Be Held on Monday, April 8, 2024: Our Proxy Statement and Annual Report on Form 10-K are available at www.ottertail.com/annual.

February 28, 2024

JENNIFER O. SMESTAD

Vice President

General Counsel and Corporate Secretary

Table of Contents


Item			Page

Proxy Summary			1
Proxy Statement Questions and Answers			4
Proposal 1: Election of Directors			9

SEC Form DEF 14A filed by Otter Tail Corporation