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Item 9A. Controls and Procedures

2024-02-14 compared with 2023-02-15 · 52 added, 29 removed, 287 unchanged (22% of the section changed)

19 unchanged sentences

Not applicable.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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 2024 Annual Meeting.

The following table sets forth information as of December 31, 2023 about the Company’s common stock that may be issued under all its equity compensation plans:

Number of securities

to be issued upon

outstanding options,

warrants and rights Weighted average

exercise price of

options, warrants

and rights Number of securities remaining

available for future issuance under

equity compensation plans

(excluding securities reflected in

Plan Category (a) (b) (c)

Equity compensation plans approved by security holders:

2023 Stock Incentive Plan

409,880 (1) N/A

1999 Employee Stock Purchase Plan — N/A 237,367 (3)

Equity compensation plans not approved by security holders — — —

Total 409,880 — 1,180,559

(1) Includes 89,100, 83,700 and 118,500 performance-based share awards, assuming a maximum payout, granted in 2023, 2022 and 2021, respectively, and 118,580 restricted stock units outstanding as of December 31, 2023.

(2) The 2023 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.

(3) Shares to be issued based on employee’s election to participate in the plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

2 unchanged sentences

The information required by this Item is incorporated by reference to the information under “Ratification of Independent Registered Public Accounting Firm – Fees” and “Ratification of Independent Registered Public Accounting Firm – Pre-Approval of Audit/Non-Audit Services Policy” in the Company’s definitive Proxy Statement for the 2024 Annual Meeting.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

10 unchanged sentences

Schedule II - Valuation and Qualifying Accounts and Reserves

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SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

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Cash and Cash Equivalents $ 228,137 $ 119,246

Accounts Receivable — 25

Accounts Receivable from Subsidiaries 2,555 3,278

Interest Receivable from Subsidiaries 117 117

Notes Receivable from Subsidiaries — 6,767

Other 977 1,045

7 unchanged sentences

Current Liabilities

Short-Term Debt $ — $ 22,637

Accounts Payable to Subsidiaries $ 7 $ 7

5 unchanged sentences

Capitalization

Long-Term Debt, Net of Current Maturities 79,798 79,746

Long-Term Debt

79,849 79,798

Common Stockholders' Equity 1,443,006 1,217,317

2 unchanged sentences

See accompanying notes to condensed financial statements.

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OTTER TAIL CORPORATION (PARENT COMPANY)

6 unchanged sentences

Total Income 307,861 300,681 192,491

Operating Expenses 17,269 14,825 14,007

Interest Charges 4,066 4,727 4,599

Interest Charges from Subsidiaries 5 3 136

Nonelectric Selling, General, and Administrative Expenses 12,816 17,269 14,825

Interest Expense

3,813 4,066 4,727

Interest Expense from Subsidiaries

Nonservice Cost Components of Postretirement Benefits 1,063 1,023 1,097

4 unchanged sentences

See accompanying notes to condensed financial statements.

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OTTER TAIL CORPORATION (PARENT COMPANY)

22 unchanged sentences

See accompanying notes to condensed financial statements.

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OTTER TAIL CORPORATION (PARENT COMPANY)

4 unchanged sentences

The condensed financial information of OTC is presented to comply with Rule 12-04 of Regulation S-X.

The unconsolidated condensed financial statements do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP.

The unconsolidated condensed financial statements do not reflect all of the information and notes normally included with financial statements prepared in accordance with generally accepted accounting principles.

Therefore, these condensed financial statements should be read with the consolidated financial statements and related notes included in this report on Form 10-K.

7 unchanged sentences

Receivable Interest

Receivable Current

Receivable Long-Term

29 unchanged sentences

See OTC’s notes to consolidated financial statements in Part II, Item 8 for other disclosures.

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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

10 unchanged sentences

2021 800 — ( 800 ) —

2020 800 — — 800

1 Amounts under Allowance for Credit Losses reflect deductions to the allowance for amounts written-off, net of recoveries.

2 Amounts under Deferred Tax Asset Valuation Allowance reflect a release of a valuation allowance based on current expectations of the realizability of the associated deferred tax asset.

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The following Exhibits are filed as part of, or incorporated by reference into, this report.

57 unchanged sentences

10.12.2 Second Amendment to Lignite Sales Agreement dated as of March 16, 2015 among Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc., NorthWestern Corporation and Coyote Creek Mining Company, L.L.C.

10.13 Wind Energy Purchase Agreement dated May 9, 2013 between Otter Tail Power Company and Ashtabula Wind III, LLC.**

Deferred Compensation Plan for Directors (2003 Restatement).*

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First Amendment of Deferred Compensation Plan for Directors (2003 Restatement), as A mended.*

3 unchanged sentences

1999 Employee Stock Purchase Plan, As Amended (2016).

10.18 1999 Stock Incentive Plan, As Amended (2006).*

2 014 Stock Incentive Plan

20 2 3 Executive Annual Incentive Plan.*

10.20 Otter Tail Corporation 2014 Stock Incentive Plan.*

10.21 Form of 2015 Restricted Stock Unit Award Agreement (Executives).*

10.22 Form of 2015 Restricted Stock Unit Award Agreement (Legacy).*

10.23 Form of 2015 Restricted Stock Award Agreement for Directors.*

Otter Tail Corporation Executive Restoration Plus Plan, 2020 Restatement.*

10.25 Form of 2018 Performance Award Agreement (Executives).*

10.26 Form of 2018 Performance Award Agreement (Legacy).*

10.27 Form of 2018 Restricted Stock Award Agreement for Directors.*

Summary of Non-Employee Director Compensation (202 3 ).*

10.29 Executive Employment Agreement, Kevin Moug, as Amended [effective January 1, 2013].*

10.30 Change in Control Severance Agreement, Kevin G.

Moug, dated July 1, 2009.*

Change in Control Severance Agreement, Chuck MacFarlane, dated February 24, 2012.*

2 unchanged sentences

Change in Control Severance Agreement, John Abbott, dated April 13, 2015.*

Change in Control Severance Agreement, Todd Wahlund, dated January 1, 2024.*

Change in Control Severance Agreement, Jennifer Smestad, dated January 1, 2018.*

1 unchanged sentence

Otter Tail Corporation Executive Severance Plan ( 2024 ).*

F orm of 2023 Rest ricted Stock Award Agreements for Directors

2 023 Stock Incentive Plan

For m of 2023 Executive Performance Share Award Agreement (Executives)

F orm of 2023 Res tricted Stock U nit Award Agreement (Executives)

Consulting Agreement, Kevin G.

Moug, dated January 8, 2024 *

21 Subsidiaries of Registrant.

5 unchanged sentences

32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incentive Compensation Recovery Policy

101.SCH Inline XBRL Taxonomy Extension Schema Document.

8 unchanged sentences

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain instruments defining the rights of holders of certain long-term debt of the Company are not filed, and in lieu thereof, the Company agrees to furnish copies thereof to the Securities and Exchange Commission upon request.

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FORM 10-K SUMMARY

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OTTER TAIL CORPORATION

Chief Financial Officer and Senior Vice President

Vice President and Chief Financial Officer

(authorized officer and principal financial officer)

4 unchanged sentences

(principal executive officer) and Director )

Chief Financial Officer and Senior Vice President )

Vice President and Chief Financial Officer

(principal financial and accounting officer) )

4 unchanged sentences

Bohn, Director )

Crain, Director

Erickson, Director )

2 unchanged sentences

LeBeau, Director )

Stake, Director )

Webb, Director )

Crain, Director **

Ludford, Director

**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.

Webb, Director )

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.

What changed 10-K

Item 9A. Controls and Procedures