00000667560000066756FALSE00000667562021-05-112021-05-1100000667562020-05-122020-05-12

UNITED STATES

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) - May 11, 2021

ALLETE, Inc.

(Exact name of registrant as specified in its charter)

Minnesota			1-3548			41-0418150
(State or other jurisdiction of			(Commission File Number)			(IRS Employer
incorporation or organization)						Identification No.)

30 West Superior Street

Duluth, Minnesota 55802-2093

(Address of principal executive offices, including zip code)

(218) 279-5000

(Registrant’s telephone number, including area code)

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))

Title of each class			Trading symbol			Name of each exchange on which registered
Common Stock, without par value			ALE			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

                                         Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

---

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.07    Submission of Matters to a Vote of Security Holders.

ALLETE, Inc. (the “Company”) held its 2021 annual meeting of shareholders on May 11, 2021. Each matter voted upon at the meeting and the final results of the voting on each such matter are presented below. For a complete description of the matters voted upon at the annual meeting, see the Company’s definitive proxy statement, dated March 25, 2021.

Item 1 - Election of Directors.

All nominees for director were elected by the following votes.

Director						Votes For						Votes Against						Abstentions						Broker Non-Votes
Kathryn W. Dindo						39,017,008.137						775,813.302						94,988.432						3,783,867.000
George G. Goldfarb						39,575,062.190						216,830.529						95,917.152						3,783,867.000
James J. Hoolihan						38,885,715.813						917,440.467						84,653.591						3,783,867.000
Heidi E. Jimmerson						38,403,936.312						1,387,870.959						96,002.600						3,783,867.000
Madeleine W. Ludlow						32,245,093.133						7,546,892.758						95,823.980						3,783,867.000
Susan K. Nestegard						39,309,887.595						481,802.539						96,119.737						3,783,867.000
Douglas C. Neve						38,048,814.894						1,744,812.970						94,182.007						3,783,867.000
Barbara A. Nick						39,556,758.313						227,980.600						103,070.958						3,783,867.000
Bethany M. Owen						39,123,551.632						660,822.132						103,436.107						3,783,867.000
Robert P. Powers						39,536,609.328						259,915.081						91,285.462						3,783,867.000

Item 2 - Advisory vote to approve executive compensation.

The advisory resolution on executive compensation was approved.

Votes For						Votes Against						Abstentions						Broker Non-Votes
37,738,867.922						1,875,191.881						273,750.068						3,783,867.000

Item 3 - Ratification of the selection of PricewaterhouseCoopers LLP as ALLETE’s independent registered public accounting firm for 2021.

The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021 was ratified.

Votes For						Votes Against						Abstentions						Broker Non-Votes
42,476,190.343						1,073,136.962						122,349.566						—

SECTION 7 – REGULATION FD

Item 7.01    Regulation FD Disclosure

On May 11, 2021, the Company issued a press release attached as Exhibit 99 to this Form 8-K, which is hereby incorporated by reference, announcing the election of Bethany M. Owen as Chair of the Company’s Board of Directors. The information disclosed under this Item 7.01, including Exhibit 99, is furnished to, and not filed with, the Securities and Exchange Commission.

1

ALLETE Form 8-K dated May 11, 2021

---

SECTION 8 – OTHER EVENTS

Item 8.01    Other Events

On May 11, 2021, the Company’s Board of Directors elected Bethany M. Owen, President and Chief Executive Officer, as Chair of the ALLETE Board of Directors following Alan R. Hodnik’s retirement as Executive Chairman.

Ms. Owen, 55, joined the Company in 2002, and has held various leadership positions at the Company, including serving as President since January 2019 and Chief Executive Officer since January 2020. Over her career, she developed broad experience in areas including legal, corporate governance, information and cyber technology, human resources, and utility operations.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit        Description

99*        ALLETE, Inc.’s press release dated May 11, 2021.

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Exhibit 99 is being furnished to, and not filed with, the Securities and Exchange Commission.

Readers are cautioned that forward-looking statements should be read in conjunction with disclosures under the heading: “Forward-Looking Statements” located on page 3 of this Current Report on Form 8-K.

2

ALLETE Form 8-K dated May 11, 2021

---

Forward-Looking Statements

Statements in this report that are not statements of historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there can be no assurance that the expected results will be achieved. Any statements that express, or involve discussions as to, future expectations, risks, beliefs, plans, objectives, assumptions, events, uncertainties, financial performance, or growth strategies (often, but not always, through the use of words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “likely,” “will continue,” “could,” “may,” “potential,” “target,” “outlook” or words of similar meaning) are not statements of historical facts and may be forward-looking.

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause our actual results to differ materially from those indicated in forward-looking statements made by or on behalf of ALLETE in this Current Report on Form 8-K (Form 8-K), in presentations, on our website, in response to questions or otherwise. These statements are qualified in their entirety by reference to, and are accompanied by, the following important factors, in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements that could cause our actual results to differ materially from those indicated in the forward-looking statements:

•our ability to successfully implement our strategic objectives;

•global and domestic economic conditions affecting us or our customers;

•changes in and compliance with laws and regulations;

•changes in tax rates or policies or in rates of inflation;

•the outcome of legal and administrative proceedings (whether civil or criminal) and settlements;

•weather conditions, natural disasters and pandemic diseases, including the ongoing COVID-19 pandemic;

•our ability to access capital markets, bank financing and other financing sources;

•changes in interest rates and the performance of the financial markets;

•project delays or changes in project costs;

•changes in operating expenses and capital expenditures and our ability to raise revenues from our customers;

•the impacts of commodity prices on ALLETE and our customers;

•our ability to attract and retain qualified, skilled and experienced personnel;

•effects of emerging technology;

•war, acts of terrorism and cybersecurity attacks;

•our ability to manage expansion and integrate acquisitions;

•population growth rates and demographic patterns;

•wholesale power market conditions;

•federal and state regulatory and legislative actions that impact regulated utility economics, including our allowed rates of return, capital structure, ability to secure financing, industry and rate structure, acquisition and disposal of assets and facilities, operation and construction of plant facilities and utility infrastructure, recovery of purchased power, capital investments and other expenses, including present or prospective environmental matters;

•effects of competition, including competition for retail and wholesale customers;

•effects of restructuring initiatives in the electric industry;

•the impacts on our businesses of climate change and future regulation to restrict the emissions of GHG;

•effects of increased deployment of distributed low-carbon electricity generation resources;

•the impacts of laws and regulations related to renewable and distributed generation;

•pricing, availability and transportation of fuel and other commodities and the ability to recover the costs of such commodities;

•our current and potential industrial and municipal customers’ ability to execute announced expansion plans;

•real estate market conditions where our legacy Florida real estate investment is located may not improve; and

•the success of efforts to realize value from, invest in, and develop new opportunities.

3

ALLETE Form 8-K dated May 11, 2021

---

Forward-Looking Statements (Continued)

Additional disclosures regarding factors that could cause our results or performance to differ from those anticipated by this report are discussed in Part I, Item 1A. Risk Factors of ALLETE’s Annual Report on Form 10-K for the year ended December 31, 2020, and Part II, Item 1A. Risk Factors of ALLETE’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which that statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of these factors, nor can it assess the impact of each of these factors on the businesses of ALLETE or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Readers are urged to carefully review and consider the various disclosures made by ALLETE in this Form 8-K and in other reports filed with the SEC that attempt to identify the risks and uncertainties that may affect ALLETE’s business.

4

ALLETE Form 8-K dated May 11, 2021

---

SIGNATURES

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.

ALLETE, Inc.
May 12, 2021						/s/ Margaret A. Thickens
						Margaret A. Thickens
						Vice President, Chief Legal Officer, and Corporate Secretary

5

ALLETE Form 8-K dated May 11, 2021

---