Form 8-K

Minnesota

0-3024

41-0440990

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

New Ulm Telecom, Inc. (the “Company”) hereby reports information with respect to its President and Chief Executive Officer Bill D. Otis, Chief Operating Officer Barbara A.J. Bornhoft, Chief Financial Officer Curtis O. Kawlewski and Chief Development Officer Craig S. Anderson, each whom will be a Named Executive Officer in the Company’s Proxy Statement for its 2018 Annual Meeting of Shareholders (the “Named Executive Officers”).

On March 26, 2018, the Compensation Committee and Board adopted a plan for annual incentive compensation to the Company’s Named Executive Officers under its 2018 Management Incentive Plan (“2018 MIP”). Under the 2018 MIP, the Company established goals under which these Named Executive Officers have the opportunity to earn an annual bonus based on the Company’s financial performance. The financial performance payout for 2018, if any, will be determined by the Company’s 2018 (i) Operating Income Before Interest, Taxes, Depreciation, and Amortization (“OIBITDA”) and (ii) Operating Revenue (“Revenue”). Each Named Executive Officer’s target opportunity for a financial performance payout is based 50% on OIBITDA and 50% on Revenue, in following amounts as a percentage of Base Salary: - Mr. Otis (20%); Ms. Bornhoft, Mr. Kawlewski, and Mr. Anderson (15%). For the Named Executive Officers to receive a payout, the Company must achieve threshold in both OIBITDA and Revenue.

Mr. Otis, Ms. Bornhoft and Mr. Kawlewski can earn additional incentive compensation for specific non- financial individual objectives in following amounts as a percentage of Base Salary: - Mr. Otis, Ms. Bornhoft and Mr. Kawlewski (5%).

The following table sets forth information concerning the threshold, target and maximum aggregate (both financial performance and individual) bonus opportunity under the 2018 MIP for the Named Executive Officers:

Named Executive Officer	Base Salary ($)	Bonus Opportunity
Named Executive Officer	Base Salary ($)	Threshold ($)	Target ($)	Maximum ($)
Bill D. Otis	290,000	43,500	72,500	130,500
Barbara A.J. Bornhoft	186,700	23,338	37,340	65,345
Curtis O. Kawlewski	173,250	21,656	34,650	60,638
Craig S. Anderson	170,000	12,750	25,500	51,000

The Board of Directors retains discretion under the 2018 MIP to make incentive plan cash payments in amounts higher or lower than would otherwise be required under the 2018 MIP. In addition, all payments under the 2014 MIP are subject to claw back to the extent required by federal law.

On March 23, 2018, the Board of Directors and Compensation Committee granted awards under the New Ulm Telecom, Inc 2017 Omnibus Stock Plan (“Long Term Incentive Plan” or “LTIP”). Each Named Executive Officer received a time-based restrictive restricted stock unit (“RSU”) and a performance - based RSU. The time–based RSUs were computed as a percentage of the Named Executive Officer’s Base Salary based on the closing price of Company common stock of $17.00 on March 26, 2018. The RSUs will vest 100% on December 31, 2020.

Named Executive Officer	Time-Based RSU as percentage of Base Salary(%)	*Dollar Value of Time-Based RSU ($)**	Number of RSUs (#)
Bill D. Otis	10.0	$29,000	1,706
Barbara A.J. Bornhoft	7.5	$14,003	824
Curtis O. Kawlewski	7.5	$12,994	764
Craig S. Anderson	7.5	$12,750	750

The performance-based RSUs were computed as a percentage of the Named Executive Officer’s Base Salary based on the closing price of common stock of $17.00 on March 26, 2018. The RSUs will vest based on the Company’s average Return on Invested Capital (”ROIC”) for the three years ended December 31, 2020. The specific ROIC levels are confidential. The Board, in its sole discretion, may adjust the ROIC for the performance period, including adjustments that may result in non-GAAP financial measures, such as the effect of changes in accounting standards, tax laws and regulations, and extraordinary, non-recurring or unusual events specified by the Board, including write-offs or write-downs, capital gains or losses, acquisitions or divestitures, restructurings, and litigation judgments and settlements

Award Range		Units Earned as Percent of Target (%)
Threshold		50
Target		100
Maximum		150

Named Executive Officer	Incentive-Based RSU as percentage of Base Salary at Target	Number of performance-based RSUs (#)
Named Executive Officer		Threshold	Target	Maximum
Bill D. Otis	20.0	1,706	3,412	5,118
Barbara A.J. Bornhoft	7.5	412	824	1,236
Curtis O. Kawlewski	7.5	382	764	1,147
Craig S. Anderson	7.5	375	750	1,125

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 hereunto duly authorized.

	New Ulm Telecom, Inc.

Date: March 28, 2018	By:	/s/Bill D. Otis
		Bill D. Otis
		President and Chief Executive Officer