OTTER TAIL CORP : Submission of Matters to a Vote of Security Holders, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders

Otter Tail Corporation (the "Company") held its Annual Shareholder Meeting on
April 17, 2023 in a virtual format. A total of 41,684,526 shares of the
Company's common stock were entitled to vote as of the close of business on
February 17, 2023, the record date for the Annual Meeting, of which 33,946,042
were voted in person or by proxy at the Annual Meeting, with virtual attendance
constituting in person attendance at the Annual Meeting.

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

John D. Erickson      26,722,234    521,197                   6,702,611
Nathan I. Partain     26,758,332           485,099            6,702,611
Jeanne H. Crain       26,925,494           317,937            6,702,611

All three directors were elected, or re-elected, to serve three-year terms expiring at the time of the 2026 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

  26,134,940           696,211           412,280            6,702,611


Determination, In a Non-Binding Advisory Vote, of Whether Future Shareholder
Votes on the Compensation of the Named Executive Officers Should Occur Every
One, Two or Three Years:

          Votes For One Year            Votes For Two Years          Votes For Three Years            Votes Abstained             Broker Non-Votes

                  25,511,046                        358,621                      1,216,875                    156,889                    6,702,611

Adoption of the Otter Tail Corporation 2023 Stock Incentive Plan:

   Votes For     Votes Against   Votes Abstained     Broker Non-Votes

  26,075,218           895,106           273,107            6,702,611

Ratification of the Appointment of Deloitte & Touche LLP as Otter Tail Corporation's Independent Registered Public Accounting Firm for the Year 2023:

        Votes For     Votes Against   Votes Abstained     Broker Non-Votes

  33,237,781         543,757           164,504                   -

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Approval of 2023 Stock Incentive Plan
On April 17, 2023, shareholders approved the Company's 2023 Stock Incentive
Plan, which is an omnibus equity incentive plan that allows us to grant
stock-based awards to employees, officers, non-employee directors and other
eligible participants. The material terms of the 2023 Stock Incentive Plan are
disclosed in the Company's   Definitive Proxy S    t    atement   for its Annual
Shareholder Meeting filed with the Securities and Exchange Commission (the
"SEC") on March 1, 2023, and are incorporated herein by reference. This
description is subject to the complete text of the 2023 Stock Incentive Plan,
which is Exhibit 4.1 to the registration statement on Form S-8 filed on April
17, 2023 and incorporated herein by reference.

The form of Restricted Stock Award Agreement for Directors, which was approved
by the Compensation and Human Capital Management Committee of the Board of
Directors for use under the 2023 Stock Incentive Plan, is filed as Exhibit 10.2
to this report and incorporated herein by reference.

Approval of Executive Annual Incentive Plan
On April 16, 2023, the Company's Board of Directors approved the Executive
Annual Incentive Plan for 2023, which will provide cash incentives to our
executives based on competitive market practice, internal equity needs and the
Company's philosophy of pay for performance. Target annual incentives for named
executive officers range from 50% to 100% of the officer's base pay.

--------------------------------------------------------------------------------

Earning the annual incentive payout is dependent on achieving one or more
performance goals and such other performance criteria identified for each
officer by the Compensation and Human Capital Management Committee, including
financial performance metrics (60-80% of an officer's target annual incentive),
individual performance and strategic goals (10-30% of an officer's target annual
incentive), workplace safety (10% of an officer's target annual incentive), a
new metric for diversity, equity and inclusion ("DEI") performance (up to 5% of
an officer's target annual incentive) and a new metric for environmental
performance (up to 5% of an officer's target annual incentive). The annual
incentive payout can range from 0% to 200% of target.

This description is subject to the Executive Annual Incentive Plan, which is filed as Exhibit 10.3 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

 (d)   Exhibits

       10.1        2023 Stock Incentive Plan
       10.2        Form of 2023 Restricted Stock Award Agreement for Directors
       10.3        Executive Annual Incentive Plan

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses