Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On April 12, 2021 Otter Tail Corporation shareholders voted to amend and restate
the Company's Articles of Incorporation to increase the maximum number of
directors from nine to eleven. A copy of the Restated Articles of Incorporation
is attached as Exhibit 3.1. The Board of Directors amended and restated the
Company's Bylaws to reflect the increase in the maximum number of directors,
subject to shareholder approval of the Restated Articles of Incorporation. A
copy of the Restated Bylaws is attached as Exhibit 3.2.
The foregoing descriptions are subject to the terms of the Restated Articles of
Incorporation and the Restated Bylaws in their entirety, which are incorporated
by reference into this current report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
Otter Tail Corporation held its Annual Shareholder Meeting on April 12, 2021 in
a virtual format. A total of 41,510,455 shares of the Company's common stock
were entitled to vote as of the close of business on February 12, 2021, the
record date for the Annual Meeting, of which 33,446,403 were voted in person or
by proxy at the Annual Meeting, with virtual attendance constituting in person
attendance at the Annual Meeting. The matters voted upon and approved by the
Company's shareholders were:
1.the election of three members to the Board of Directors;
2.the amendment and restatement of the Articles of Incorporation to increase the
maximum number of directors from nine to eleven.
3.the approval, in a non-binding advisory vote, the compensation provided to the
Named Executive Officers as described in the Proxy Statement; and
4.the ratification of the appointment of Deloitte & Touche LLP as the Company's
independent registered public accounting firm for 2021.
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
Karen M. Bohn             22,112,225  3,932,623                   7,401,555
Charles S. MacFarlane     25,184,532           860,316            7,401,555
Thomas J. Webb            25,708,161           336,687            7,401,555

All three directors were re-elected to serve three-year terms expiring at the time of the 2024 Annual Shareholder Meeting and until their successors are duly elected and qualified.

Approval of the Amendment and Restatement of the Articles of Incorporation:


        Votes For     Votes Against   Votes Abstained     Broker Non-Votes
  31,243,592       1,892,810           310,001                   -

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
  24,541,566         1,073,113           430,169            7,401,555

Ratification of the Appointment of Deloitte & Touche LLP:


        Votes For     Votes Against   Votes Abstained     Broker Non-Votes
  32,891,427         327,631           227,345                   -

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Item 9.01 Financial Statements and Exhibits


 (d)   Exhibits

       3.1         Third     Restated     Articles of Incorporation
       3.2         Restated Bylaws
       104       Cover Page Interactive Data File (embedded within the Inline XBRL document).

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