Otter Tail : 2024 Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Secton 14(a) of the Securites

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

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• Preliminary Proxy Statement
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  ☑ Defnitve Proxy Statement
• Defnitve Additonal Materials
• Solicitng Material Pursuant to §240.14a-12

OTTER TAIL CORPORATION

(Name of Registrant as Specifed 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 Meetng Link: www.virtualshareholdermeetng.com/OTTR2024.

In order to be admited to the Annual Meetng, you will need to enter the 16-Digit Control Number found on your proxy card, votng instructon form, or

Notce you previously received. You may vote during the Annual Meetng by following the instructons that will be available on the virtual meetng

website.

	Contact Shareholder
	Services for Informaton
E-mail	[e-mail]
Internet	www.otertail.com
Phone	800-664-1259 or 218-739-8479
Mail	Oter Tail Corporaton
	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 Meetng of Shareholders on Monday, April 8, 2024 at 10:00 A.M. (CDT). An audio archive of the Annual Meetng, including the queston and answer session, will be posted on Oter Tail Corporaton's website at www.otertail.comwithin a few days afer the meetng's adjournment.

Through the collectve eforts of our nearly 2,700 employees and the strength of our diversifed business model, Oter Tail Corporaton produced record earnings in 2023, generatng 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 rato of 61 percent. Additonally, in 2023 we increased our dividend by 6.1 percent and completed our 85th consecutve year of paying dividends to our shareholders.

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

Our plastcs businesses produced another year of outstanding fnancial results, supported by elevated PVC pipe sales prices. Expansion projects are currently underway at two of our manufacturing plant locatons, which will provide additonal capacity to support customers and future growth opportunites. Our manufacturing and plastcs businesses contnue to manage through dynamic market conditons and provide enhanced returns.

Our electric utlity provides strong, stable cash fows to support our dividend and is complemented by our manufacturing and plastcs businesses, which provide a higher level of earnings growth potental through organic opportunites. We believe our diversifed business model positons us to deliver shareholder value through growing our businesses, achieving operatonal 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 Meetng.

Your vote is important. Informaton concerning the maters to be considered and voted upon at the 2024 Annual Meetng along with instructons on how to vote your shares is set out in the atached Notce of 2024 Annual Meetng and Proxy Statement. Please be sure to retain your Notce or proxy card (if you received a printed copy of the proxy materials), which has your 16-DigitControl Number required to be admited into the 2024 Annual Meetng.

Thank you for your confdence and investment in Oter Tail Corporaton.

Nathan I. Partain	Charles S. MacFarlane
Chairman of the Board	President and Chief Executve Ofcer

Notce of Annual Meetng

NOTICE IS HEREBY GIVEN that the Annual Meetng of Shareholders of Oter Tail Corporaton (the "Corporaton") will be held as a virtual meetng on Monday, April 8, 2024 at 10:00 A.M. (CDT). You can atend the Annual Meetng online, vote your shares electronically and submit your questons during the Annual Meetng, by visitng www.virtualshareholdermeetng.com/OTTR2024. You will need to have your 16‐Digit Control Number included on your Notce or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meetng. The Annual Meetng will be held to consider and act upon the following proposals:

To elect three Directors to Oter Tail Corporaton's Board of Directors to serve terms of

• three years expiring in April 2027 and untl their successors are duly elected and qualifed.

2	To approve, in a non-binding advisory vote, the compensaton provided to the Named
Executve Ofcers as described in the Proxy Statement.
3	To ratfy the appointment of Deloite & Touche, LLP as Oter Tail Corporaton's
independent registered public accountng frm for the year 2024.

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

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

February 28, 2024

JENNIFER O. SMESTAD

Vice President

General Counsel and Corporate Secretary

YOUR VOTE IS IMPORTANT

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

on the Notce.

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 instructons 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) visitng www.ProxyVote.com,

1. calling 1-800-579-1639 or
2. sending an email to [e-mail] (include your 16-Digit Control Number found on your Notce or the Proxy Card in the subject line).

Table of Contents

Item	Page
Proxy Summary	1
Proxy Statement Questons and Answers	4
Proposal 1: Electon of Directors	9
Board Compositon and Director Qualifcatons	19
Corporate Governance	22
Board Leadership	23
Risk Oversight	23
Director Independence Determinatons	24
Director Nominaton Process	25
Meetngs	25
Contact with the Board of Directors	25
Commitees of the Board of Directors	25
Director Compensaton	29
Annual Retainers	29
Restricted Stock Grants	29
Deferred Compensaton Plan	29
Stock Ownership Guideline	29
Director Compensaton Table	30
Security Ownership of Certain Benefcial Owners	31
Compensaton Discussion and Analysis	33
Executve Summary	33
Purpose and Philosophy	33
Market Conditons and Peer Group	35
Elements of Executve Compensaton	36
Executve Compensaton Policies	45
Report of Compensaton and Human Capital Management Commitee	46
Executve Compensaton	47
Summary Compensaton Table	47
Pay Versus Performance	48
Total Realized Pay	52
Grants of Plan-Based Awards	54
Outstanding Equity Awards at Fiscal Year-End	55
Stock Vested In Last Fiscal Year	56
Pension Benefts	56

Non-Qualifed Deferred Compensaton	59
Potental Payments Upon Terminaton or Change In Control	59
Pay Rato Disclosure	62
Proposal 2: Advisory Vote on Executve Compensaton	63
Report of Audit Commitee	64
Proposal 3: Ratfcaton of Independent Registered Public Accountng Firm	65
Pre-Approval of Audit and Non-Audit Services Policy	66
Policy and Procedures Regarding Transactons with Related Persons	67
Shareholder Proposals for 2025 Annual Meetng	68
Other Business	69

Forward-Looking Statements

The statements contained in this Proxy Statement about our future performance and operatons, including, without limitaton, fnancial and operatonal results, use of renewable resources and carbon emissions reductons, strategies, visions, prospects, plans, targets, goals, objectves, consequences and all other statements that are not purely historical, are forward-looking statements for purposes of the safe harbor provisions under The Private Securites Litgaton Reform Act of 1995. Although we believe that our expectatons are based on informaton currently available and on reasonable assumptons, we can give no assurance they will be achieved. There are a number of risks and uncertaintes that could cause actual results to difer materially from any forward-looking statements made herein. A discussion of some of these risks and uncertaintes is contained in our Annual Report on Form 10-K and subsequent reports fled with the Securites and Exchange Commission ("SEC"), and available on our website: www.otertail.com. In additon, any forward- looking statements included herein represent our estmates only as of the date hereof and should not be relied upon as representng our estmates as of any subsequent date. While we may elect to update forward-looking statements from tme to tme, we specifcally disclaim any obligaton to do so, even if our internal estmates change, unless otherwise required by applicable securites laws.

Proxy Summary

MEETING DETAILS

DATE		TIME	PLACE
April 8, 2024	10:00 A.M. (CDT)	www.virtualshareholdermeetng.com/OTTR2024
WAYS TO VOTE
BY TELEPHONE	BY INTERNET	BY MAIL
VOTING MATTERS
Proposal		Descripton		Board	Page
		Recommendaton	Reference
1		To elect three Directors to Oter Tail Corporaton's Board of Directors to serve	FOR	9
	terms of three years expiring in April 2027 and untl their successors are duly
		elected and qualifed.
2		To approve, in a non-binding advisory vote, the compensaton provided to the	FOR	63
	Named Executve Ofcers as described in the Proxy Statement.
3		To ratfy the appointment of Deloite & Touche, LLP as Oter Tail Corporaton's	FOR	65
	independent registered public accountng frm for the year 2024.

Oter Tail Corporaton | 1 | 2023 Proxy Statement