SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 3, 2012
OTTER TAIL CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota | 0-53713 | 27-0383995 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
215 South Cascade Street, P.O. Box 496, Fergus Falls, MN |
56538-0496 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (866) 410-8780
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 3, 2012, the Board of Directors of Otter Tail Corporation (the Company) appointed Edward J. (Jim) McIntyre to serve as permanent Chief Executive Officer and President of the Company effective immediately. Mr. McIntyre is currently a director of the Company and had been serving as the Companys interim Chief Executive Officer since September 8, 2011. Mr. McIntyre is the retired Vice President and former Chief Financial Officer of energy company Xcel Energy, Inc. and has been a member of the Board of Directors since 2006. A copy of the related press release is filed as Exhibit 99.1 hereto.
As permanent Chief Executive Officer and President, Mr. McIntyre will receive annual base pay of $600,000, and will have a target annual incentive opportunity for fiscal 2012 of $480,000 and a target long-term incentive opportunity for the fiscal 2012-2014 performance period of $930,000. The specific terms of Mr. McIntyres annual and long-term incentives will be set at the same time and will be in the same form as those granted to the Companys other executive officers. Mr. McIntyre will no longer receive the director fees paid to the Companys non-employee directors.
The Company will also enter into a Change in Control Severance Agreement with Mr. McIntyre having the same terms and conditions as the Companys other executive officers, as filed as Exhibit 10-Q-1 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and as described in the Companys proxy statement for its 2011 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 2, 2011.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits |
99.1 | Press release issued January 3, 2012. |
Signature
Pursuant to the requirements 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 | ||||||
Date: January 6, 2012 | ||||||
By | /s/ George Koeck | |||||
George Koeck | ||||||
Senior Vice President and General Counsel |
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
99.1 | Press Release, dated January 3, 2012 |
Exhibit 99.1
Photo Release Otter Tail Corporation Selects Edward J. McIntyre as Permanent President and Chief Executive Officer
FARGO, N.D., Jan. 3, 2012 (GLOBE NEWSWIRE) Otter Tail Corporation today announced that its Interim CEO, Edward J. Jim McIntyre, has been named permanent president and chief executive officer. The companys board of directors appointed McIntyre as interim CEO in September of 2011. He is a retired vice president and former chief financial officer of Xcel Energy, and has served on Otter Tail Corporations board of directors for the past five years. McIntyre retains his seat on the board.
A photo accompanying this release is available at http://www.globenewswire.com/newsroom/prs/?pkgid=11332
As the search for a new CEO progressed, it became apparent to the board of directors that we already had the right person for the job, said Nathan Partain, Otter Tail Corporations board chair. The combination of Jims extensive background in the energy sector, his detailed knowledge of the whole corporation, and his role in helping to fashion and implement current company strategy made him a perfect fit.
McIntyre spent nearly 30 years in the utility industry, including 17 years as a senior officer with Northern States Power and its successor company, Xcel Energy. He was also past president and Chief Executive Officer of Northern States Power, Wisconsin.
Im grateful for the board of directors confidence in me, and the support Ive received from Otter Tail Corporations executive team and employees during my time as interim CEO, said McIntyre. My experience as interim CEO deepened my appreciation for the significant potential within this company, as well as the strength of its executive leadership, McIntyre continued. With our strategic realignment underway, I believe we will ultimately be able to reduce our overall risk profile, enhance our credit metrics and our ability to support the dividend, and capitalize on the utility growth opportunities available to us.
About The Corporation: Otter Tail Corporation has interests in diversified operations that include an electric utility and energy services company, wind energy, health services, and infrastructure businesses that include manufacturing, construction and plastics. Otter Tail Corporation stock trades on the NASDAQ Global Select Market under the symbol OTTR. The latest investor and corporate information is available at www.ottertail.com. Corporate offices are located in Fergus Falls, Minnesota, and Fargo, North Dakota.
The Otter Tail Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4958
The photo is also available at AP PhotoExpress.
CONTACT: | Media contact: | |
Michael J. Olsen | ||
Sr. Vice President of Corporate Communications | ||
(701) 451-3580 or (866) 410-8780 | ||
Investor contact: | ||
Loren Hanson | ||
Manager of Investor Relations | ||
(218) 739-8481 or (800) 664-1259 |