Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2021, Timothy J. O'Keefe notified Otter Tail Corporation (the
"Company") of his intention to retire from the Company's Board of Directors
effective at the conclusion of his current term, which expires at the time of
the 2022 Annual Meeting of Shareholders, due to having reached the mandatory
retirement age.
On December 14, 2021, the Board of Directors of the Company appointed Dr.
Michael E. LeBeau to serve as a member of the Board of Directors, effective
January 1, 2022, to fill the vacancy which will be created by the retirement of
Mr. O'Keefe. Dr. LeBeau has been appointed to the Compensation and Human Capital
Management Committee and the Corporate Governance Committee effective January 1,
2022. There are no arrangements or understandings between Dr. LeBeau and any
other persons pursuant to which Dr. LeBeau was selected as a Director. Dr.
LeBeau does not have a direct or indirect material interest in any currently
proposed transaction to which the Company was, or is to be, a participant, nor
has Dr. LeBeau had a direct or indirect material interest in any transactions
since the beginning of the Company's last fiscal year. Dr. LeBeau will be
compensated for his service on the Board of Directors consistent with our other
non-employee directors. Dr. LeBeau will receive an annual retainer in the amount
of $72,000, and upon election to the Board at the 2022 shareholder meeting he
will receive an annual grant of restricted stock with an approximate value of
$90,000, an additional grant of restricted stock with an approximate value of
$10,000 for each standing committee on which he serves, and an additional grant
of restricted stock with an approximate value of $27,500 for his partial year of
service as a Board and Committee member. Each grant of restricted stock will
vest over a period of three years at the rate of 33.3% per year.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release of Otter Tail Corporation dated December 15 , 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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