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) |
☐ | 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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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2 |
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
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(1)
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the election of three members to the Board of Directors; and
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(2)
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the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015.
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Director’s Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Karen M. Bohn
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19,477,708
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411,035
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9,271,092
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Charles S. MacFarlane
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19,399,194
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489,549
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9,271,092
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Joyce Nelson Schuette
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19,476,903
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411,840
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9,271,092
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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|||
28,510,604
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461,383
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187,848
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-
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3 |
Item 9.01. | Financial Statement and Exhibits |
(d) | Exhibits |
10.1 | Otter Tail Corporation Executive Severance Plan |
10.2 | Form of 2015 Restricted Stock Award Agreement for Directors |
OTTER TAIL CORPORATION | |||
Date: April 15, 2015
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|||
By
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/s/ George A. Koeck | ||
George A. Koeck | |||
Senior Vice President, General Counsel & | |||
Corporate Secretary |
4 |
Exhibit Number | Description | ||
10.1 | Otter Tail Corporation Executive Severance Plan | ||
10.2 | Form of 2015 Restricted Stock Award Agreement for Directors |
5 |
SECTION 1 - INTRODUCTION
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1 | |
SECTION 2 - DEFINITIONS
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1 | |
SECTION 3 - ELIGIBILITY FOR SEVERANCE
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2 | |
SECTION 4 - AMOUNT OF SEVERANCE PAY AND OTHER BENEFITS
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3 | |
SECTION 5 - WHEN SEVERANCE PAY WILL BE PAID
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3 | |
SECTION 6 - MISCELLANEOUS PROVISIONS
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3 | |
SECTION 7 - ADMINISTRATION
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5 |
1 |
2 |
A.
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Amendment and Termination. The Corporation reserves the right, in its sole discretion, to amend or terminate the Plan, in whole or in part, at any time and for any reason; provided that no amendment or termination may materially and adversely alter or impair an Employee’s rights or benefits under this Plan without the written consent of the Employee.
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3 |
B.
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Severability. If any of the Plan’s provisions are found to be unlawful, such finding will not affect the Plan’s other provisions unless such finding makes impossible or impracticable the Plan’s functioning, in which case appropriate provisions will be adopted so that the Plan may continue to function.
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C.
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Incompetency. If the Committee finds that a Participant is unable to care for his/her affairs, and a claim for Plan benefits has not been made by a duly appointed legal representative, such benefits may be paid in any manner the Committee determines, and such payment will be a complete discharge of liability for Plan benefits to which such Participant was entitled.
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D.
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Not an Employment Contract. Nothing contained in this Plan is intended to create any liability of the Employer to retain any Employee in its service. All Employees remain subject to termination as if the Plan had not been established.
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E.
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Financing. Severance benefits payable under the Plan will be paid out of the general assets of the Employer. No Participant’s right to receive payments under the Plan will be secured by any assets of the Corporation or its affiliates.
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F.
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Nontransferability. A Participant has no right to assign or otherwise dispose of any interest under the Plan, nor may any right be assigned or transferred by operation of law.
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G.
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Legally-Required Withholdings. Benefits under the Plan will be subject to all legally-required withholdings, including tax withholdings.
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H.
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409A Limitation. The Plan is intended to qualify as an involuntary separation arrangement that is exempt from section 409A of the Internal Revenue Code (“Section 409A”). Specifically, any benefits paid within the Applicable 2-1/2 Month Period (as defined below) are intended to constitute separate payments (for purposes of Treasury Regulation § 1.409A-2(b)(2)) that are exempt from Section 409A pursuant to the “short-term deferral” rule set forth in Treasury Regulation § 1.409A-1(b)(4). To the extent that any benefits do not qualify for the foregoing exemptions, such benefits are intended to be exempt from section 409A under the “involuntary separation pay plan” exception set forth in Treasury Regulation § 1.409A-1(b)(9)(iii), up to the maximum extent permitted by said provision (generally, two times the lesser of the Employee’s annualized compensation or the compensation limit then in effect under section 401(a)(17) of the Code). Benefits in excess of the maximum shall be delayed as necessary to avoid application of Section 409A (unless otherwise exempt). The term “Employment Termination” shall be interpreted to mean a “separation from service” as that term is defined under Section 409A to the extent necessary to qualify the arrangement as an involuntary separation arrangement. “Applicable 2-1/2 Month Period” means the period beginning upon the Employee’s Employment Termination and ending 2-1/2 months after the later of (i) the end of the calendar year in which the Employee’s Employment Termination occurred, or (ii) the end of the Employer’s fiscal year in which the Employee’s Employment Termination occurred.
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I.
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Governing Law. To the extent not preempted by federal law, this Plan shall be governed by and construed in accordance with the internal laws of the State of Minnesota, without giving effect to the conflicts of laws principles thereof.
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4 |
A.
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Claim Procedure. An individual who believes he/she is eligible for benefits under the Plan, or believes he/she is eligible for benefits that are different from those being offered to the individual, may submit a written claim with the Committee. Any such claim must be submitted within 180 days after the employment termination upon which the claim is based, and any claim submitted after that period will be denied as untimely. The claim will be reviewed by one or more individuals appointed by the Committee to serve as the claim administrator under the Plan.
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B.
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Plan Interpretations and Benefit Determinations. The Plan is administered and operated by the Committee who has complete authority and sole discretion to interpret the Plan’s terms (and any related documents), and to determine eligibility for, and amounts of, benefits under the Plan. All such interpretations and determinations (including factual determinations) by the Committee will be final and binding upon affected parties.
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5 |
C.
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Miscellaneous.
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●
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THE PLAN’S SPONSOR:
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●
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AGENT FOR SERVICE OF LEGAL PROCESS:
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6 |
Name
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Severance Multiplier
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Date Added
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|||||||
Timothy J. Rogelstad
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1.5
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2/06/2015
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|||||||
Paul Knutson
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1.5
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2/06/2015
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|||||||
Chuck MacFarlane
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2.0
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4/13/2015
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|||||||
John Abbott
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1.5
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4/13/2015
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7 |
2 |
3 |
4 |
Grant Type:
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Restricted Stock
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|||
Number of Common Shares: | ||||
Grant Date: | April 13, 2015 |
Date
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Percentage of
Restricted Stock Vested
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||
April 8, 2016
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25%
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April 8, 2017
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25%
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April 8, 2018
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25%
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April 8, 2019
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25%
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OTTER TAIL CORPORATION | ||
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By:
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Chuck MacFarlane | ||
Its: President and CEO | ||
[Name of Recipient] |
5 |