31 unchanged sentences
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
+Added: The information required by this Item regarding the Company’s equity compensation plans is incorporated by reference to the information under “Equity Compensation Plan Information” in the Company’s definitive Proxy Statement for the 2023 Annual Meeting.
The information required by this Item regarding security ownership is incorporated by reference to the information under “Security Ownership of Certain Beneficial Owners” in the Company’s definitive Proxy Statement for the 2023 Annual Meeting.
−Removed: EQUITY COMPENSATION PLAN INFORMATION
−Removed: The following table sets forth information as of December 31, 2021 about the Company’s common stock that may be issued under all its equity compensation plans:
−Removed: Number of securities
−Removed: to be issued upon
−Removed: outstanding options,
−Removed: warrants and rights Weighted average
−Removed: exercise price of
−Removed: options, warrants
−Removed: and rights Number of securities remaining
−Removed: available for future issuance under
−Removed: equity compensation plans
−Removed: (excluding securities reflected in
−Removed: Plan Category (a) (b) (c)
−Removed: Equity compensation plans approved by security holders:
−Removed: 2014 Stock Incentive Plan 387,313 (1) $ 0.00 722,200 (2)
−Removed: 1999 Employee Stock Purchase Plan — N/A 290,127 (3)
−Removed: Equity compensation plans not approved by security holders — — —
−Removed: Total 387,313 — 1,012,327
−Removed: (1) Includes 118,500, 82,500 and 83,400 performance-based share awards, assuming a maximum payout, granted in 2021, 2020 and 2019, respectively, 102,265 restricted stock units outstanding as of December 31, 2021, and 648 stock units outstanding as part of the director deferred compensation program and excludes 35,828 shares of restricted stock issued to members of the board of directors.
−Removed: (2) The 2014 Stock Incentive Plan provides for the issuance of any shares available under the plan in the form of restricted stock, restricted stock units, performance awards and other types of stock-based awards, in addition to the granting of options, warrants or stock appreciation rights.
−Removed: (3) Shares to be issued based on employee’s election to participate in the plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
34 unchanged sentences
Short-Term Debt $ — $ 22,637
−Removed: Current Maturities of Long-Term Debt — 169
Accounts Payable to Subsidiaries 7 181
36 unchanged sentences
Debt Repaid by Subsidiaries — 169 182
−Removed: Cash Used in Investing Activities ( 884 ) ( 2,419 ) ( 257 )
+Added: Other, net ( 1,695 ) ( 884 ) ( 2,419 )
Net Cash Used in Investing Activities ( 51,695 ) ( 715 ) ( 152,237 )
7 unchanged sentences
Other, net ( 461 ) ( 689 ) ( 523 )
−Removed: Net Cash Used in (Provided by) Financing Activities ( 59,977 ) 93,251 ( 13,395 )
+Added: Net Cash Provided by (Used in) Financing Activities 142,131 ( 59,977 ) 93,251
Net Change in Cash and Cash Equivalents 119,243 3 ( 4,959 )
15 unchanged sentences
Related Party Transactions
−Removed: Outstanding receivables from and payables to our subsidiaries as of December 31, 2021 and 2020 are as follows:
+Added: Outstanding receivables from and payables to OTC's subsidiaries as of December 31, 2022 and 2021 are as follows:
(in thousands) Accounts
59 unchanged sentences
10.5 Note Purchase Agreement dated as of September 12, 2019 between Otter Tail Power Company and the Purchasers named therein.
−Removed: 10.6 Note Purchase Agreement date d as of June 10, 2021 be tween Otter Tail Power Company and the Purchasers named therein.
−Removed: 10.7 Fourth Amended and Restated Credit Agreement, dated as of September 30, 2021, by and between Otter Tail Corporation, as Borrower, and the banks named therein, with U.S.
+Added: 10.6 Note Purchase Agreement dated as of June 10, 2021 between Otter Tail Power Company and the Purchasers named therein.
+Added: 10.7 Fifth Amended and Restated Credit Agreement, dated as of October 31, 2022, by and between Otter Tail Corporation, as Borrower, and the banks named therein, with U.S.
Bank National Association, as Administrative Agent.
−Removed: 10.8 Third Amended and Restated Credit Agreement, dated as of September 30, 2021, by and between Otter Tail Power Company, as Borrower, and the banks named therein, with U.S.
+Added: 10.8 Fourth Amended and Restated Credit Agreement, dated as of October 31, 2022, by and between Otter Tail Power Company, as Borrower, and the banks named therein, with U.S.
Bank Nation Association, as Administration Agent.
42 unchanged sentences
10.13 Wind Energy Purchase Agreement dated May 9, 2013 between Otter Tail Power Company and Ashtabula Wind III, LLC.**
−Removed: 10.14.0 Deferred Compensation Plan for Directors (2003 R estatement) .*
+Added: 10.14.0 Deferred Compensation Plan for Directors (2003 Restatement).*
10.14.1 First Amendment of Deferred Compensation Plan for Directors (2003 Restatement), as A mended.*
6 unchanged sentences
10.20 Otter Tail Corporation 2014 Stock Incentive Plan.*
−Removed: 10.21 Summary of Non-Employee Director Compensation (2016).*
10.21 Form of 2015 Restricted Stock Unit Award Agreement (Executives).*
2 unchanged sentences
10.24 Otter Tail Corporation Executive Restoration Plus Plan, 2020 Restatement.*
−Removed: 10.25 Summary of Non-Employee Director Compensation (2018).*
10.25 Form of 2018 Performance Award Agreement (Executives).*
10 unchanged sentences
10.35 Change in Control Severance Agreement, Jennifer Smestad, dated January 1, 2018.*
+Added: 10.36 Form of Change in Control Severance Agreement (2 023 ) *
10.37 Otter Tail Corporation Executive Severance Plan (2015).*
36 unchanged sentences
Johnson, Director )
−Removed: O’Keefe, Director )
+Added: LeBeau, Director )
Stake, Director )
Webb, Director )
−Removed: LeBeau, Director )
+Added: Crain, Director **
+Added: Ludford, Director **
+Added: **Director was appointed to the Otter Tail Corporation Board of Directors effective, January 1, 2023, and has not signed the Annual Report on Form 10-K herein.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.