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) - ~~April~~May 1613, 2025

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 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

~~On April 16, 2025 (the “Effective Date”), Colin B. Anderson was named~~ ALLETE ~~Vice President~~, ~~Chief Accounting Officer, and Controller, (“CAO”) of ALLETE,~~ Inc. (the “Company”). Inheld ~~this~~its ~~position,~~2025 ~~Mr.~~annual ~~Anderson~~meeting ~~will~~of ~~serve~~shareholders ason ~~the~~May ~~Company’s~~13, ~~principal accounting officer~~2025. ~~Mr.~~Each ~~Anderson,~~matter ~~age~~voted ~~49,~~upon ~~has~~at ~~been with~~ the ~~Company~~meeting ~~since October 2021~~ and ~~has~~the ~~served~~final asresults ~~Controller~~of ~~and~~the ~~Vice~~voting ~~President~~on –each ~~ALLETE~~such ~~Tax~~matter ~~and~~are ~~Rates~~presented ~~since October 2024~~below. HeFor ~~also~~a ~~served~~complete asdescription ~~Controller~~of ~~from~~the ~~October~~matters ~~2021~~voted toupon ~~October~~at ~~2024. Prior~~the toannual ~~joining~~meeting, see the Company,’s ~~Mr.~~definitive ~~Anderson~~proxy ~~served as chief financial officer of Loll Designs~~statement, adated ~~manufacturer~~March ~~of outdoor furniture~~31, ~~from April 2018 to October 2021~~2025.

InItem connection with his appointment as the Company’s CAO, the Executive Compensation and Human Capital Committee of the Company’s Board of Directors approved the following compensation arrangements for Mr. Anderson: (i) base salary of $311,725 per year effective as of the Effective Date; and (ii) a total long-term incentive plan (“LTIP”) opportunity of $125,000 effective as of January 1, ~~2025, consisting of time~~-~~based~~ ~~restricted~~Election ~~stock units (“RSUs”) representing 33%~~ of ~~the LTIP opportunity, which will vest in full three years from the date of grant, and performance share awards (“PSAs”) representing 67% of the LTIP opportunity (at target)~~Directors. The PSAs will vest, if at all, on December 31, 2027, subject to achievement of applicable performance metrics and Mr. Anderson continued service on such date. Mr. Anderson’s annual incentive plan (“AIP”) opportunity increased as of the Effective Date to 45% of Mr. Anderson’s base salary.

All nominees for director were elected by the following votes.

Under the Company’s change in control severance plan, Mr. Anderson could receive severance benefits in connection with a change in control of the Company, including a lump sum severance payment equal to two times his annual cash compensation. For more information regarding these severance benefits, please refer to the “Severance Benefits” section within the Compensation Discussion and Analysis (“CD&A”) section of the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025 (the “2025 Proxy”).


Director	Votes For	Votes Against	Abstentions	Broker Non-Votes
Bethany M. Owen	36,398,850	1,241,310	99,966	7,262,498
Susan K. Nestegard	36,630,748	978,792	130,586	7,262,498
George G. Goldfarb	36,675,972	948,407	115,747	7,262,498
James J. Hoolihan	36,561,998	1,051,589	126,539	7,262,498
Madeleine W. Ludlow	36,031,275	1,581,716	127,135	7,262,498
Charles R. Matthews	36,875,190	730,906	134,030	7,262,498
Douglas C. Neve	36,313,154	1,308,168	118,804	7,262,498
Barbara A. Nick	37,078,282	546,299	115,545	7,262,498
Robert P. Powers	36,971,931	650,248	117,947	7,262,498
Charlene A. Thomas	37,054,522	571,206	114,398	7,262,498

InItem ~~addition,~~2 ~~Mr.~~- ~~Anderson~~Advisory ~~will~~vote ~~be eligible~~ to ~~participate~~approve ~~in: (i) the benefit programs available to~~ executive officers of the Company, including, without limitation, participation in the ALLETE and Affiliated Companies Retirement Savings and Stock Ownership Plan and the ALLETE and Affiliated Companies Supplemental Executive Retirement Plan, as described under “Retirement and Other Broad-Based Benefits” within the CD&A section of the 2025 Proxy; and (ii) the limited perquisites described under “Perquisites” within the CD&A section of the 2025 Proxycompensation.

The advisory resolution on executive compensation was approved.

Mr. Anderson succeeds Steven W. Morris as principal accounting officer of the Company. Mr. Morris, who in January 2025 announced his retirement plans, remains a Senior Vice President of the Company. Mr. Morris plans to retire on July 18, 2025.


Votes For	Votes Against	Abstentions	Broker Non-Votes
35,919,484	1,455,491	365,151	7,262,498

~~_________________~~Item 3 - Approval of the ALLETE Executive Long-Term Incentive Compensation Plan.

The ALLETE Executive Long-Term Incentive Compensation Plan was approved.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS


Votes For	Votes Against	Abstentions	Broker Non-Votes
35,924,163	1,497,081	318,882	7,262,498

Item 4 - Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to modify certain terms relating to the Serial Preferred Stock A as contemplated by the terms agreed upon in the Agreement and Plan of Merger, dated as of May 5, 2024, by and among the Company, Alloy Parent LLC, and Alloy Merger Sub LLC (the “Merger Agreement”).

The amendment to the Company’s Amended and Restated Articles of Incorporation to modify certain terms relating to the Serial Preferred Stock A as contemplated by the terms agreed upon in the Merger Agreement was approved.


Votes For	Votes Against	Abstentions	Broker Non-Votes
36,573,874	670,734	495,518	7,262,498

Item 5 - Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025.

The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025 was ratified.


Votes For	Votes Against	Abstentions	Broker Non-Votes
43,938,439	888,110	176,075	—

ALLETE Form 8-K dated May 13, 2025

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description

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

Readers are cautioned that forward-looking statements should be read in conjunction with disclosures under the heading: “Forward-Looking Statements” located on page 23 of this Current Report on Form 8-K.

ALLETE Form 8-K dated ~~April~~May 1613, 2025

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~~the Company 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, the direct and indirect effects of new or changes in existing tariffs, or changes in tax rates or policies;

•changes in rates of inflation or availability of key materials and suppliers;

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

•weather conditions, natural disasters and pandemic diseases;

•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~~the Company 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 greenhouse gases;

•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 deteriorate;

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

•the risk that Alloy Parent LLC, a Delaware limited liability company which, upon closing, will be jointly owned by a wholly owned subsidiary of Canada Pension Plan Investment Board and affiliates of investment vehicles affiliated with one or more funds, accounts, or other entities managed or advised by Global Infrastructure Management, LLC (“Alloy Parent”) or ALLETE may be unable to obtain governmental and regulatory approvals required for the Merger pursuant to the ~~Agreement and Plan of~~ Merger, ~~dated as of May 5, 2024, by and among ALLETE, Alloy Parent, and Alloy Merger Sub (the “Merger~~ Agreement”), on the terms and subject to the conditions set forth therein, Alloy Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Alloy Parent will merge with and into ALLETE (the “Merger”), with ALLETE continuing as the surviving corporation in the Merger and becoming a subsidiary of Alloy Parent, or that required governmental and regulatory approvals or agreements with other parties interested therein may delay the Merger, may subject the Merger to or impose adverse conditions or costs, or may cause the parties to abandon the Merger;

ALLETE Form 8-K dated April 16, 2025

required governmental and regulatory approvals or agreements with other parties interested therein may delay the Merger, may subject the Merger to or impose adverse conditions or costs, or may cause the parties to abandon the Merger;

•the timing and costs incurred to consummate the Merger;

•the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the failure of the Merger to be consummated on the timeline anticipated; and

•that the announcement and pendency of the Merger, during which ~~ALLETE~~the Company is subject to certain operating restrictions, could have an adverse effect on ~~ALLETE~~the Company’s businesses, results of operations, financial condition or cash flows.

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, 2024. 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.

ALLETE Form 8-K dated ~~April~~May 1613, 2025

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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and Part II, Item 1A. Risk Factors of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. 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 the Company 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 the Company in this Form 8-K and in other reports filed with the SEC that attempt to identify the risks and uncertainties that may affect the Company’s business.

ALLETE Form 8-K dated May 13, 2025

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.
April 16, 2025						/s/ Julie L. Padilla
May 15, 2025						/s/ Julie L. Padilla
						Julie L. Padilla
						Vice President, Chief Legal Officer and Corporate Secretary

ALLETE Form 8-K dated ~~April~~May 1613, 2025

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