UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

(Amendment No.     )

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NEW ULM TELECOM, INC.

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NEW ULM TELECOM,NUVERA COMMUNICATIONS, INC
27 North Minnesota Street
New Ulm, Minnesota 56073
(507) 354-4111

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON
THURSDAY, MAY 25, 201723, 2019

The Annual Meeting of Shareholders of New Ulm Telecom,Nuvera Communications, Inc. (the(Nuvera or the Company), will be held at the New Ulm Event Center, located at 301 20^th Street South in New Ulm, Minnesota, on Thursday, May 25, 201723, 2019 at 10:00 a.m., Central Daylight Time, for the following purposes:

(1)

To elect two Directors named in the attached proxy statement to serve for ensuing three-year terms;

(2)

To ratify the appointment of Olsen Thielen & Co., Ltd. as the Company’sCompany’s independent registered public accounting firm for the year ended December 31, 2017;

2019;

(3)

To approve the New Ulm Telecom, Inc. 2017 Omnibus Stock Plan (see Proposal 3Company’s executive compensation;

(4)

To cast an advisory vote regarding the frequency of future advisory votes on pages 33-38 for a description of the Planexecutive compensation; and the Board Of Director’s recommendation on the proposal); and

(4)    

(5)

To transact any other business that may properly be brought before the meeting.

The Board of Directors (Board) has fixed the close of business on April 5, 20172019 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof.

	BY THE ORDER OF THE BOARD OF
	DIRECTORS NEW ULM TELECOM, INC.
	/s/ Barbara A.J. Bornhoft
	Barbara A.J. Bornhoft - Corporate Secretary
New Ulm, Minnesota
April 17, 2017

BY THE ORDER OF THE BOARD OF

DIRECTORS NUVERA COMMUNICATIONS, INC.

/s/ Barbara A.J. Bornhoft

Barbara A.J. Bornhoft - Corporate Secretary

New Ulm, Minnesota

April 18, 2019

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INFORMATION CONCERNING SOLICITATION AND VOTING – YOUR VOTE IS IMPORTANT.  Whether or not you expect to attend the meeting, please sign and date the proxy and return it promptly in the enclosed envelope, or take advantage of the option to vote by Internet or telephone. If you choose to return the proxy card by mail, we have enclosed an envelope, for which no postage is required if mailed in the United States. You may also vote your shares electronically, either over the Internet at www.proxyvote.com or by touch-tone telephone at 1-800-690-6903.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 25, 2017.23, 2019.

This Proxy Statement, along with the Company’s 2016Company’s 2018 Annual Report and Annual Report on Form 10-K are available free of charge on the following website: www.proxyvote.com

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NEW ULM TELECOM,NUVERA COMMUNICATIONS, INC
27 North Minnesota Street
New Ulm, Minnesota 56073
(507) 354-4111

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, MAY 25, 201723, 2019

QUESTIONS AND ANSWERS

What is the purpose of this Proxy Statement?

This proxy statement is being made available to shareholders beginning on or about April 17, 201718, 2019 for the solicitation of proxies for the Annual Meeting of Shareholders and any adjournment thereof, to be held commencing at 10:00 a.m., Thursday, May 25, 2017 23, 2019 at the New Ulm Event Center, located at 301 20^th Street South, New Ulm, Minnesota.  

Who can vote?

Record holders of the Company’sCompany’s common stock at the close of business on April 5, 20172019 are entitled to vote at this Annual Meeting. Shareholders are entitled to one vote for each share held on the April 5, 20172019 record date. On that date, there were 5,147,3975,181,249 shares outstanding. In addition, shareholders have the right to cumulate votes in the election of Directors, as described on page 6.  

How do I vote?

Registered Shareholders. If your shares are registered in your name, you may vote in person or by proxy. If you decide to vote by proxy, you may do so in ONE of the following three ways:

	·	· By Internet – You may vote using the Internet at the website www.proxyvote.com. You can transmit the voting instructions via electronic delivery of the information up until 10:59 p.m., Central Daylight Time, the day before the Annual Meeting, or May 24, 2017.22, 2019. Use the proxy card when accessing the web site and follow the instructions to obtain the records and to create an electronic voting instruction form.
	·	· By telephone – You may vote by using the toll-free telephone number, 1-800-690-6903. Using a touch-tone telephone, you can transmit the voting instructions up until 10:59 p.m., Central Daylight Time, the day before the Annual Meeting, or May 24, 2017.22, 2019. Use the proxy card when you call and follow the instructions provided.
	·	· By mailing – You may vote your shares by marking, signing, dating and returning your Proxy Card in the postage paid envelope provided, addressed to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxy cards must be received by Broadridge on or before May 24, 2017.22, 2019.

The Internet and telephone voting procedures have been set up for your convenience and have been designed to authenticate your identity, allow you to give voting instructions and confirm that those instructions have been recorded properly.

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Whether you choose to vote over the Internet, by telephone or by mail, you can specify whether your shares should be voted for either both, either or, or neither of the two nominees for Director.director. You can specify whether you want to vote for or against, or abstain from voting for, the ratification of the appointment of the independent registered public accounting firm. You can also specify whether you want to vote for or against, or abstain from voting for the ratificationproposal on the non-binding vote on executive compensation. You can also specify whether you want to vote for one year, two years or three years, or abstain from voting for the non-binding advisory vote on the frequency of the 2017 Omnibus Stock Plan.future executive compensation. If you make these specifications, your shares will be voted as you direct. If you sign, date and return your Proxy Card, but do not specify how you want to vote, your shares will be voted FOR the election of all Director Nominees,director nominees, FOR the ratification of the appointment of the independent registered public accounting firm, FOR the proposal on the non-binding vote on executive compensation, and FOR three years for the approvalnon-binding advisory vote on the frequency of the 2017 Omnibus Stock Plan.future executive compensation.   

Beneficial Owners/Nominee Shares. If your shares are held by a bank, broker, trustee or some other nominee, that entity will give you separate voting instructions. If you do not provide voting instructions to your nominee, your shares will not be voted in the election of Directorsdirectors or the other proposals.

Registered shareholders and beneficial owners of shares held in street name may also vote in person at the Annual Meeting. If you are a registered shareholder and attend the Annual Meeting, you may deliver your completed proxy card in person. Additionally, written ballots will be available for any shareholder that wishes to vote in person at the Annual Meeting. Beneficial owners of shares held in registered name who wish to vote at the Annual Meeting will need to obtain a legal proxy from the entity that holds their shares.

The persons named as proxies are Board members who are not currently standing for election. If any other matters are properly presented for action at the Annual Meeting, including a question of adjourning or postponing the Annual Meeting from time to time, the persons named in the proxies and acting in that capacity, will have discretion to vote on these matters in accordance with their best judgment.

The notice of the Annual Meeting, this proxy statement and related proxy card are being mailed to shareholders on or about April 17, 2017.18, 2019.

May I change my vote?

Your proxy may be revoked at any time before it is voted. You may change your vote after you submit your proxy card by:

· Sending a written notice addressed to the Chief Executive Officer (CEO) of the Company, which must be received prior to the Annual Meeting, stating that you want to revoke your proxy; · Submitting a new completed proxy card to the CEO of the Company, which must be received prior to the Annual Meeting and contain a later date than the previously submitted proxy; · Entering later-dated telephone or Internet voting instructions, which will automatically revoke the earlier proxy; or · Attending the Annual Meeting and voting in person and informing the Secretary of the Company that you are revoking your proxy. Attendance of a shareholder at the Annual Meeting will not automatically revoke any proxy previously submitted.

Who is soliciting proxies?

The enclosed proxy is being solicited by the Board and the Company will pay the cost of the solicitation, including preparing, assembling and mailing the proxies and solicitation materials. The Company is soliciting proxies principally by mail.proxies. In addition, the Directors, Officersdirectors, officers and regular employees of the Company may solicit proxies personally or by telephone, for which they will receive no financial consideration other than their regular compensation. The Company will also request brokerage houses, nominees, custodians and fiduciaries to forward soliciting materials to the beneficial owners of the shares of the Company common stock held as of the record date and will reimburse these persons for their reasonable expenses so incurred.

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When are shareholder proposals due for the next Annual Meeting?

Shareholders who want to have their proposals considered for inclusion in the Company’sCompany’s proxy materials for the 20182020 Annual Meeting of Shareholders must submit their proposals to the Company no later than December 18, 2017.2019.

Shareholder suggestions for Directors

The Company’sCompany’s Corporate Governance Committee will consider shareholder suggestions for nominees for election to the Company’sCompany’s Board if these suggestions are in writing and include biographical data and a description of the nominee’snominee’s qualifications. These suggestions must also be accompanied by the written consent of each nominee and can be mailed to the Corporate Governance Committee, New Ulm Telecom,Nuvera Communications, Inc., Attention: Corporate Secretary, 27 North Minnesota Street, New Ulm, Minnesota 56073. These suggestions must be received by the Corporate Secretary no later than December 18, 2017.2019.

Quorum, Abstentions, and Broker Non-Votes

The presence, in person or by proxy, of the shareholders of thirty-five percent of the shares of common stock outstanding and entitled to vote is necessary to constitute a quorum for the transaction of Company business at the Annual Meeting. All votes will be tabulated by the inspector of election for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

If a properly executed proxy is returned and the shareholder has abstained from voting on any matter, the shares represented by that proxy will be considered present at the Annual Meeting for purposes of determining a quorum and for purposes of calculating the vote, but will not be considered to have been voted in favor of that matter.

If a properly executed proxy that is returned by a broker holding shares in street name indicates that the broker does not have discretionary authority as to certain shares to vote on one or more matters (broker non-votes), these shares will be considered present at the Annual Meeting for purposes of determining a quorum, but will not be considered to be represented at the Annual Meeting for purposes of calculating the vote with respect to those matters.

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PROPOSAL 1 – ELECTION OF DIRECTORS

There are currently seven Directorsdirectors serving on the Board and each Directordirector serves a three-year term. Two Directorsdirectors will be elected at this Annual Meeting. The Board has nominated and recommends for election, James J. SeifertPerry L. Meyer and Colleen R. Skillings.Bill D. Otis. Mr. Seifert isMeyer currently serves as a new candidate for Director and Chair of the Board of the Company and has agreed to stand for election. Ms. Skillingsre-election. Mr. Otis currently serves as a Director and as the Company’s President and CEO and has agreed to stand for re-election. As long as Mr. Otis is a Company employee, he will not receive any additional compensation for being a Board member. Biographical information on each of the nominees is set forth on the following pages.   

We recommend that each proxy vote in favor of these nominees. The Board believes that each named nominee will be able to serve, but if either nominee isany of the nominees are unable to stand for election, the Board may designate a substitute. Shares represented by proxies may be voted for the substitute, but will not be voted for more than the two nominees. The two nominees receiving the greatest number of votes will be elected.   

Directors are elected by a plurality of the votes cast, i.e. the nominees receiving the greatest number of votes will be elected. For each share held, shareholders may cast one vote for each of the two Directordirector positions to be filled at this Annual Meeting. Each shareholder entitled to vote also has the right to vote shares on a cumulative basis in the election of Directorsdirectors by giving written notice of intent to do so to any Officer of the Company before the Annual Meeting, or to the presiding Officer at the Annual Meeting at any time before the election. If notice of this intent is given, the presiding Officer at the Annual Meeting will announce before the election of Directorsdirectors that shareholders may vote their shares on a cumulative basis by multiplying the number of shares held by the shareholder by the number of Directorsdirectors to be elected. Each shareholder then may cast that shareholder’sshareholder’s votes for one candidate or may distribute the votes among any number of candidates.  

If no shareholder provides a notice of such intent, the nominees who receive the affirmative vote of the holders of a plurality of the voting power of the shares present and entitled to vote at the Annual Meeting will be elected to serve on the Board. If any shareholder determines to vote on a cumulative basis and an individual other than the above-stated nominees has been nominated to serve as a Director,director, then the two nominees receiving the largest number of votes, taking into account cumulative voting, will be elected to serve on the Board.

Votes cast for a nominee will be counted in favor of election. Withheld votes and broker non-votes will not count either in favor of or against election of a nominee. The persons appointed as proxies in the accompanying proxy card will vote for the election of the Board’sBoard’s nominees, unless authorization to do so is withheld.

Your Board recommends a vote FOR these nominees. Shares represented by proxy will be voted FOR the nominees, unless you specify otherwise in your voting instructions

BOARD OF DIRECTORS

Set forth on the following pages is biographical information on the two nominees for election and the other continuing Directors with unexpired terms of office. All information is given as of March 31, 2017, unless otherwise indicated. The following biographies set forthcontain information, including business experience and memberships on other Boards pertaining to the nominees standing for election, as well as for other continuing Directors.directors. Unless otherwise indicated, all information is given as of March 31, 2019. Information concerning beneficial ownership of the Company’sCompany’s common stock as of March 31, 20172019 can be found on page 20. 18. We are not aware of any arrangement or understanding pursuant to which any individual is to be selected as a Directordirector or nominee. There are no familial relationships between any Directordirector and Executive Officer.

The term of Duane D. Lambrecht, age 70, expires at the 2017 Annual Meeting of Shareholders. Mr. Lambrecht has served as a director since 1999. Per the Company by-laws, no individual is eligible to be appointed or elected as a Director after the age of 69. The Company expresses its appreciation for the years of service Mr. Lambrecht provided to the Company.

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NOMINEES FOR ELECTION

To Serve a Three-Year Term Expiring In 2020

James J. Seifert
Term:	Mr. Seifert is currently a candidate to serve on the Board of New Ulm Telecom, Inc.
Recent Business Experience:	Mr. Seifert has served as Executive Vice President, General Counsel and  Corporate Secretary for Ecolab, Inc., a Fortune 200 Company, since October 2011. In that capacity, he is responsible for all legal, regulatory, government relations and safety matters. Ecolab does business in 170 countries.
Other Directorships:	Mr. Seifert currently serves as a board member for the Science Museum of Minnesota and is a past board member of Twin Cities Public Television, the Dean’s Advisory Council of the Humphrey School of Public Affairs at the University of Minnesota, the Dean’s Advisory Board at the University of St. Thomas Law School, Despatch Industries and Minnesota Job Skills Partnership Board. He is also past Chairman, Riverwood District, Northern Star Council, Boy Scouts of America.
Selection Criteria:	Mr. Seifert brings to the Board a rich and diverse background in public company governance, ethics, business strategy as well as a background in technology and innovation. Mr. Seifert has represented large public companies for thirty-two years and has extensive experience in government affairs and government relations, including service in the Minnesota House of Representatives where he was named first-term Legislator of the Year, was Vice-Chairman of the Civil Law Committee, and a member of the Health and Human Services Finance and Policy Committee and the Commerce Committee. He has a deep commitment to community service and has a long record of volunteering for non-profit organizations.
Age:	60

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Colleen R. Skillings
Term:	Current term expires in 2017. Independent Director since 2014.
Recent Business Experience:	Since 2000, Ms. Skillings has served as the Chief Financial Officer (CFO) and Human Resources Director of Minnesota Valley Testing Laboratories, Inc. (MVTL). In her current position, Ms. Skillings oversees all of MVTL’s accounting, finance, financial planning, audit, tax, purchasing, human resources and information technology activities. In addition, she serves on MVTL’s Executive Team, which is responsible for the oversight and overall operations, and strategic planning of the company. Ms. Skillings maintains her Certified Public Accountant’s license. Prior to working at MVTL, Ms. Skillings was an Accounting and Auditing Manager for Biebl, Ranweiler, Christensen, Meyer, Thompson and Company and a Senior Auditor for the Office of the Legislative Auditor.
Company Committees:	Ms. Skillings serves as a member of the Corporate Governance Committee and Audit Committee.
Other Directorships:	Currently serves as Treasurer and Board member of the New Ulm Rotary Club; Board member for Oak Hills Living Center, New Ulm, Minnesota; President of Sunset Apartments; formally served as Chair for MBW, Inc.; Trustee and Finance Committee member for the Southern Minnesota Initiative Foundation; Community Advisory member for United Prairie Bank; New Ulm Chamber of Commerce and Treasurer for the Council for the Arts in New Ulm.
Selection Criteria:	Ms. Skillings brings 17 years of CFO experience and 15 years of public accounting experience to the Board. The Board has determined that Ms. Skillings satisfies the criteria adopted by the Securities and Exchange Commission (SEC) to serve as an “Audit Committee Financial Expert.” The Board believes that Ms. Skillings contributes to the Board and the Committees on which she servers with her business, CFO and public accounting firm experience.
Age:	55

Perry L. Meyer

Term:

Current term expires in 2019. Independent Director since 1995.

Recent Business

Mr. Meyer currently serves on the Board of the Company. Mr. Meyer oversees Experience:

all operations of a 2,500-acre diversified grain and livestock farm. Mr. Meyer serves

as a Director of Steamboat Pork, a 1,500 head/sow farm started in 1998 by eight Nicollet and Sibley county farmers to produce isowean pigs.

Company

Mr. Meyer serves as the Chair of the Executive Committee and Chair of the Board.

Committees:

Mr. Meyer also serves as an Ex-officio member of the Audit Committee, the Compensation Committee and the Corporate Governance Committee.

Other Directorships:

Currently serves as a board member for CHS, Inc. and Heartland Corn Products – past President and Secretary, Winthrop, Minnesota; Minnesota Valley Lutheran (MVL) High School Foundation – past Chair, New Ulm, Minnesota; served as President, St. John’s Lutheran Church, New Ulm, Minnesota, served as a board member for the Planning and Zoning Commission, City of New Ulm; Treasurer for Lafayette Township, Nicollet County, Minnesota; served as a board member for New Ulm Rural Fire Association, New Ulm, Minnesota; MVL High School, New Ulm, Minnesota; New Ulm Area Foundation, New Ulm, Minnesota; Director/Board Secretary for Cenex Harvest States Soybean Processing, Mankato, Minnesota; Secretary/Treasurer of the Nicollet County Township Officer Association, Nicollet County, Minnesota; board member for Nicollet County Corn Growers, Nicollet County, Minnesota.

Selection Criteria:

Mr. Meyer brings to the Board his previous experience both on the Board of the Company and on other Boards, in particular his experience on the CHS, Inc. and Heartland Corn Products Boards. In addition to his Board experiences, Mr. Meyer is also an active member of the community, including his membership on the Planning and Zoning Commission for the City of New Ulm, Minnesota and as the Chair of the MVL High School Foundation. As an independent business operator and an active member of community organizations and business organizations, the Board believes that Mr. Meyer contributes to the Board and the Committees on which he serves, through the skill and expertise he has developed in his operation of a diverse grain and livestock farm, his knowledge and experience on other Boards, his perspective as an active community member and his prior Company Board experience.

Age:

64

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Bill D. Otis

Term:

Current term expires in 2019. Director since 2016.

Recent Business

Mr. Otis currently serves as the President and CEO of Nuvera. Mr. Otis joined the Experience:

the Company in 1979 as the Controller and became President and CEO in 1982.

Under his guidance, Nuvera has become a well-established communications company. During his tenure, Company revenues grew from $3.65 million in 1982 to $56.7 million in 2018. Nuvera currently has 10 offices and proudly serves 36 communities. He is a graduate of Winona State University with a Bachelor’s Degree in Accounting and Business Administration.

Company

Mr. Otis serves as a member of the Executive Committee and a non-voting member

Committees:

of the Governance Committee.

Other Directorships:

Mr. Otis currently serves as Board Chair for Broadband Visions, LLC; Independent Emergency Services, LLC; Southern Minnesota Broadband, LLC; and Alliance Bank where he also is a member of the Senior Executive Committee and Audit Committee. Mr. Otis serves as a member of the Board for FiberComm, LC, and Minnesota Telecom Alliance. He also is a member of the National Telephone Cooperative Association Governance Advisory Committee. Mr. Otis’s past leadership roles include Chair of the Board of Hector Communications Corporation and Midwest Wireless, LLC; Board Member for OPASTCO, United States Telephone Association, Cellular 2000, Switch 2000, New Ulm Chamber of Commerce, Board of New Ulm Economic Development Corporation, United Way (New Ulm area) and Ducks Unlimited (local chapter).

Selection Criteria:

Mr. Otis brings more than 39 years of experience in the communications industry and has intimate knowledge of our Company and its history. Mr. Otis’s experience on other Boards and his extensive communication industry background, along with his numerous other leadership roles within the community qualifies him to serve on the Board of the Company. Mr. Otis’s experience in finance and operation management, merger and acquisition activities, development of collaborative initiatives and his years of executive leadership experience give Mr. Otis a wide-ranging perspective regarding Nuvera’s opportunities and challenges. The Board believes that Mr. Otis contributes to the Board with his experience as the Company’s CEO and his vast knowledge of the communication industry.

Age:

61

THE BOARD RECOMMENDS A VOTE "FOR" EACH NOMINEE FOR DIRECTOR

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CONTINUING DIRECTORS

Dennis E. Miller

Term:

Current term expires in 2021. Independent Director since 2009.

Recent Business

Mr. Miller currently serves on the Board of the Company. Mr. Miller served as Experience:

the President and CEO of Midwest Wireless Holdings in Mankato, Minnesota,

where he was responsible for strategic development, including consolidating partnerships; identifying, financing, acquiring and integrating new markets; integrating multiple network technologies; and innovating product development and deployment. Mr. Miller led Midwest Wireless from a start-up Company, culminating in successfully completing its sale to Alltel Wireless for $1.075 billion in 2006. Mr. Miller also served as Vice President of Minnesota Operations for Pacific Telecom Cellular, Appleton, Wisconsin, where he served as the senior state executive in Minnesota and was responsible for the development of 10 rural service areas for wireless services and developing business policies, practices and operations for businesses. Mr. Miller also has prior business experience in sales, including leading sales teams and developing sales and distribution programs and processes.

Company

Mr. Miller serves as Chair of the Compensation Committee and also serves as a

Committees:

as a member of the Executive Committee.

Other Directorships:

Mr. Miller has served as a Board Member for DALA, Inc., a reseller of wireless telecommunications services. Mr. Miller has served as a Board Member for Sensor International, a manufacturer of optic lenses to ophthalmologists; Coughlan Companies (Governance Committee Chair), a publishing firm, Mankato, Minnesota; Jordan Sands LLC, a Minnesota based mining firm and affiliate of Coughlin Companies; Member, CTIA – The Wireless Association Board of Directors (also serving on the Executive Committee, Treasurer and Chair of Small Operators Caucus); Member, Rural Cellular Association – past President; Member, Immanuel St. Joseph’s – Mayo Health System Board of Directors (including Vice Chair of regional Mayo owned and operated health system of clinics and hospitals, Compensation Committee Chair and Finance Committee); Member, Minnesota Telecom Alliance (Wireless Committee Chair).

Selection Criteria:

Mr. Miller brings to the Board his experience on the Board of the Company, his experience on other Boards and his wireless telecommunications experience. Due to Mr. Miller’s extensive experience in the wireless telecommunications industry, his experience in regulatory and legislative affairs, at both the state and federal level, and his participation on business and industry Boards, the Board believes that Mr. Miller contributes to the Board and the Committees on which he serves.

Age:

59

	9 Wesley E. Schultz Term: Current term expires in 2021. Independent Director since 2012. Recent Business Mr. Schultz currently serves on the Board of the Company. Mr. Schultz served as   Experience: the Chief Financial Officer (CFO) of Rural Cellular Corporation (RCC), a wireless communications company, headquartered in Alexandria, Minnesota. Prior to its sale to Verizon Wireless, RCC was among the 50 largest publicly traded companies in Minnesota. At RCC, Mr. Schultz was involved in major business decisions, developing and implementing strategic plans for growth and integrating its financial strategy responsible for all accounting and financing activities, including the Securities and Exchange Commission (SEC) filings and reporting, financial planning and analysis, treasury, budgeting, audit, tax, accounting, human resources, purchasing, insurance and the oversight of company-owned and leased office facilities nationwide. In addition to serving as its CFO, he was Executive Vice President and a member of the Board of Directors.     Prior to working at RCC, Mr. Schultz served as CFO for two companies, Spanlink, Inc. and Serving Software, Inc, where he led their initial public offerings.   Company Mr. Schultz serves as the Chair of the Audit Committee and serves as a member Committees: of the Compensation Committee. Other Directorships: Currently serves as a Board member for Geneva Capital, LLC, an equipment leasing company, Alexandria, Minnesota; served as a Board member for RCC, a wireless communications company, Alexandria, Minnesota; Professional Support Solutions, Inc., an IVR and CTI support solutions and integration company, Dublin, California; and OrthoCor Medical, Inc., an innovator of devices utilizing pulsed electromagnetic frequency and thermal technologies to alleviate joint pain and minimize swelling, Minneapolis, Minnesota. Selection Criteria: Mr. Schultz brings to the Board his experience on the Board of the Company, 18 years of CFO experience, including 13 years of public company experience in the telecommunications industry, along with his background and experience in accounting and reporting. The Board has determined that Mr. Schultz satisfies the criteria adopted by the SEC to serve as an “Audit Committee Financial Expert.” The Board believes that Mr. Schultz contributes to the Board and the Committees on which he serves.    Age: 62
Perry L. Meyer
Term:	Current term expires in 2019. Independent Director since 1995.
Recent Business Experience:	Mr. Meyer currently serves on the Board of the Company. Mr. Meyer oversees all operations of a 2,500-acre diversified grain and livestock farm. Mr. Meyer serves as President of Steamboat Pork, a 1,500 head/sow farm started in 1998 by eight Nicollet and Sibley county farmers to produce isowean pigs.
Company Committees:	Mr. Meyer serves as the Chair of the Executive Committee and Chair of the Board. Mr. Meyer also serves as an Ex-officio member of the Audit Committee, the Compensation Committee and the Corporate Governance Committee.
Other Directorships:	Currently serves as a board member for Heartland Corn Products – past President and Secretary, Winthrop, Minnesota; Minnesota Valley Lutheran (MVL) High School Foundation – past Chair, New Ulm, MN; served as President, St. John’s Lutheran Church, New Ulm, MN, served as a board member for the Planning and Zoning Commission, City of New Ulm; Treasurer for Lafayette Township, Nicollet County, Minnesota; board member for New Ulm Rural Fire Association, New Ulm, Minnesota; MVL High School, New Ulm, Minnesota; New Ulm Area Foundation, New Ulm, Minnesota; Director/Board Secretary for Cenex Harvest States Soybean Processing, Mankato, Minnesota; Secretary/Treasurer of the Nicollet County Township Officer Association, Nicollet County, Minnesota; board member for Nicollet County Corn Growers, Nicollet County, Minnesota; and Director for CHS, Inc.
Selection Criteria:	Mr. Meyer brings to the Board his previous experience both on the Board of the Company and on other Boards, in particular his experience on the Heartland Corn Products Board. In addition to his Board experiences, Mr. Meyer is also an active member of the community, including his membership on the Planning and Zoning Commission for the City of New Ulm, Minnesota and as the Chair of the MVL High School Foundation. As an independent business operator and an active member of community organizations and business organizations, the Board believes that Mr. Meyer contributes to the Board and the Committees on which he serves, through the skill and expertise he has developed in his operation of a diverse grain and livestock farm, his knowledge and experience on other Boards, his perspective as an active community member and his prior Company Board experience.
Age:	62

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James J. Seifert

9Term:

Current term expires in 2020. Independent Director since 2017.

Recent Business

Mr. Seifert is currently a Shareholder in the law firm of Fafinski Mark & Johnson,  

Experience:

P.A. (FMJ). Mr. Seifert practices in FMJ’s General Corporate & Business and Mergers & Acquisitions groups. Prior to 2017, Mr. Seifert served as Executive Vice President, General Counsel and Corporate Secretary for Ecolab, Inc., a Fortune 200 Company, since May 2010. In that capacity, he was responsible for all legal, regulatory, government relations and safety matters. Ecolab conducts business in 170 countries.

Company

Mr. Seifert serves as the Chair of the Corporate Governance Committee and serves

Committees:

as a member of the Audit Committee.

Other Directorships:

Mr. Seifert is a past board member of the Science Museum of Minnesota, Twin Cities Public Television, the Dean’s Advisory Council of the Humphrey School of Public Affairs at the University of Minnesota, the Dean’s Advisory Board at the University of St. Thomas Law School, Despatch Industries and the Minnesota Job Skills Partnership Board. He is also past Chairman, Riverwood District, Northern Star Council, Boy Scouts of America.

Selection Criteria:

Mr. Seifert brings to the Board a rich and diverse background in public company governance, ethics, business strategy as well as a background in technology and innovation. Mr. Seifert has represented large public companies for 32 years and has extensive experience in government affairs and government relations, including service in the Minnesota House of Representatives where he was named first-term Legislator of the Year, was Vice-Chairman of the Civil Law Committee, and a member of the Health and Human Services Finance and Policy Committee and the Commerce Committee. He has a deep commitment to community service and has a long record of volunteering for non-profit organizations. The Board believes that Mr. Seifert contributes to the Board and the Committees on which he serves.

Age:

62

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Suzanne M. Spellacy

Term:

Current term expires in 2021. Independent Director since 2012.

Recent Business

Ms. Spellacy currently serves on the Board of the Company. Ms. Spellacy is the

Experience:

General Counsel for Link Snack, Inc., d/b/a Jack Links, which is the global leader in portable protein snacks and the No. 1 meat snack manufacturer worldwide. Ms. Spellacy’s role includes responsibility for all legal matters affecting Jack Links and its subsidiaries globally. Prior to joining Jack Links in 2019, Ms. Spellacy was Vice President and General Counsel for Taylor Corporation and the Minnesota Timberwolves Basketball Limited Partnership. Taylor Corporation is a leading provider in the production, management and distribution of print and electronic communication products and services. Ms. Spellacy was a shareholder in the Twin Cities law firm of Winthrop and Weinstine, P.A. before she joined Taylor Corporation in 2000 and received her law degree from the University of Minnesota in 1992.    

Company

Ms. Spellacy serves as a member of the Compensation Committee and Corporate

Committees:

Governance Committee.

Other Directorships:

Served as a Board member for Southern Minnesota Advocates; Minnesota Job Skills Partnership Board; Greater Mankato Early Learning Initiative – also served as President; Greater Mankato YMCA – served as Board Member and Finance Committee Member; Loyola Catholic School Board of Trustees; Loyola Catholic School Board.   

Selection Criteria:

Ms. Spellacy brings to the Board her experience on the Board of the Company, 27 years of legal and business experience, including experience with business transactions, mergers and acquisitions, executive compensation, employee benefits, employment law and other legal matters. Ms. Spellacy gained experience in state policy and legislative affairs by serving as the Governor’s business representative on the Minnesota Job Skills Partnership Board. She has been an active member of the community and brings her leadership skills from service with many community organizations, including her role as a founding board member and first board chair for the Greater Mankato Early Learning Initiative, a collaborative effort between business, education and non-profits. The Board believes that Ms. Spellacy contributes to the Board and the Committees on which she serves.  

Age:

53

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Dennis E. Miller
Term:	Current term expires in 2018. Independent Director since 2009.
Recent Business Experience:	Mr. Miller currently serves on the Board of the Company. Mr. Miller served as the President and CEO of Midwest Wireless Holdings in Mankato, Minnesota, where he was responsible for strategic development, including consolidating partnerships; identifying, financing, acquiring and integrating new markets; integrating multiple network technologies; and innovating product development and deployment. Mr. Miller led Midwest Wireless from a start-up Company, culminating in successfully completing its sale to Alltel Wireless for $1.075 billion. Mr. Miller also served as Vice President of Minnesota Operations for Pacific Telecom Cellular, Appleton, Wisconsin, where he served as the senior state executive in Minnesota and was responsible for the development of 10 rural service areas for wireless services and developing business policies, practices and operations for businesses. Mr. Miller also has prior business experience in sales, including leading sales teams and developing sales and distribution programs and processes.
Company Committees:	Mr. Miller serves as Chair of the Compensation Committee and also serves as a as a member of the Executive Committee.
Other Directorships:	Served as a Board Member for Sensor International, a manufacturer of optic lenses to ophthalmologists; Coughlan Companies (Governance Committee Chair), a publishing firm, Mankato, Minnesota; Jordan Sands LLC, a Minnesota based mining firm and affiliate of Coughlin Companies; Member, CTIA – The Wireless Association Board of Directors (also serving on the Executive Committee, Treasurer and Chair of Small Operators Caucus); Member, Rural Cellular Association – past President; Member, Immanuel St. Joseph’s – Mayo Health System Board of Directors (including Vice Chair of regional Mayo owned and operated health system of clinics and hospitals, Compensation Committee Chair and Finance Committee); Chair, Technology Plus, Mankato, Minnesota; Member, Minnesota Telecom Alliance (Wireless Committee Chair).
Selection Criteria:	Mr. Miller brings to the Board his experience on the Board of the Company, his experience on other Boards and his wireless telecommunications experience. In addition, Mr. Miller served as Chair of the Southern Minnesota Initiative Foundation Leader’s Circle. Due to Mr. Miller’s extensive experience in the wireless telecommunications industry, his experience in regulatory and legislative affairs, at both the state and federal level, and his participation on business and industry Boards, the Board believes that Mr. Miller contributes to the Board and the Committees on which he serves.
Age:	57

Colleen R. Skillings

Term:

Current term expires in 2020. Independent Director since 2014.

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Recent Business

Ms. Skillings currently serves on the Board of the Company. Since 2000, Ms.

Experience:

Skillings has served as the CFO and Human Resources Director of Minnesota Valley Testing Laboratories, Inc. (MVTL). In her current position, Ms. Skillings oversees all of MVTL’s accounting, finance, financial planning, audit, tax, purchasing, human resources and information technology activities. In addition, she serves on MVTL’s Executive Team, which is responsible for the oversight and overall operations, and strategic planning of the company. Ms. Skillings maintains her Certified Public Accountant’s license. Prior to working at MVTL, Ms. Skillings was an Accounting and Auditing Manager for Biebl, Ranweiler, Christensen, Meyer, Thompson and Company and a Senior Auditor for the Office of the Legislative Auditor.

Company

Ms. Skillings serves as a member of the Corporate Governance Committee and

Committees:

Audit Committee.

Other Directorships:

Currently serves as Treasurer and Board member of the New Ulm Rotary Club; Board member for Oak Hills Living Center, New Ulm, Minnesota; President of Sunset Apartments; formally served as Chair for MBW, Inc.; Trustee and Finance Committee member for the Southern Minnesota Initiative Foundation; Community Advisory member for United Prairie Bank; New Ulm Chamber of Commerce Board Member; and Treasurer and Board Member for the Council for the Arts in New Ulm.

Selection Criteria:

Ms. Skillings brings 20 years of CFO experience and 15 years of public accounting experience to the Board. The Board has determined that Ms. Skillings satisfies the criteria adopted by the SEC to serve as an “Audit Committee Financial Expert.” The Board believes that Ms. Skillings contributes to the Board and the Committees on which she servers with her business, CFO and public accounting firm experience.

Age:

57

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Bill D. Otis
Term:	Current term expires in 2019. Director since 2016.
Recent Business: Experience:	Mr. Otis currently serves as the President and CEO of New Ulm Telecom, Inc. Mr. Otis joined the Company in 1979 as the Controller and became President and CEO in 1982. Under his guidance, New Ulm Telecom, Inc. has become a well-established communications company. During his tenure, Company revenues grew from $3.65 million in 1982 to $42.32 million in 2016 and New Ulm Telecom, Inc. currently has 10 offices and proudly serves 36 communities. He is a graduate of Winona State University with a Bachelor’s Degree in Accounting and Business Administration.
Company Committees:	Mr. Otis serves as a member of the Executive Committee.
Other Directorships:	Mr. Otis currently serves as Board Chair for Broadband Visions, LLC, Independent Emergency Services, LLC, Southern Minnesota Broadband, LLC, and Alliance Bank where he also is a member of the Senior Executive Committee and Audit Committee. Mr. Otis serves as a member of the Board for FiberComm, LC, and Minnesota Telecom Alliance. He also is a member of the National Telephone Cooperative Association Governance Advisory Committee. Mr. Otis’s past leadership roles include Chair of the Board of Hector Communications Corporation and Midwest Wireless, LLC; Board Member for OPASTCO, United States Telephone Association, Cellular 2000, Switch 2000, New Ulm Chamber of Commerce, Board of New Ulm Economic Development Corporation, United Way (New Ulm area) and Ducks Unlimited (local chapter).
Selection Criteria:	Mr. Otis brings more than 37 years of experience in the communications industry and has intimate knowledge of our Company and its history. Mr. Otis’s experience on other Boards and his extensive communication industry background, along with his numerous other leadership roles within the community qualifies him to serve on the Board of the Company. Mr. Otis’s experience in finance and operation management, merger and acquisition activities, development of collaborative initiatives and his years of executive leadership experience give Mr. Otis a wide-ranging perspective regarding New Ulm Telecom’s opportunities and challenges. The Board believes that Mr. Otis will contribute to the Board with his experience as the Company’s CEO and his vast knowledge of the communication industry.
Age:	59

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·     Discussed with Olsen Thielen & Co., Ltd., the matters required to be discussed by Statement on Auditing Standards No. 114, the Auditor’sAuditor’s Communication with Those Charged with Governance, as amended and as adopted by the Public Company Accounting Oversight Board (PCAOB); and

·     Received from the independent registered public accounting firm, the written disclosures and letter required by PCAOB Rule 3526, Communications with Audit Committees Concerning Independence, and discussed their independence with them.

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The Audit Committee has received written disclosures and a letter, required by PCAOB Rule 3526, Communications with Audit Committees Concerning Independence. The Audit Committee has also discussed with Olsen Thielen & Co., Ltd., its independence as it relates to the Company. The Audit Committee has concluded that Olsen Thielen & Co., Ltd. is independent with respect to the Company and its management.

The Audit Committee has reviewed and discussed the fees paid to Olsen Thielen & Co., Ltd. during the year ended December 31, 2016.2018. The fees paid were for services related to the audit and other services and are included on page 3129 under "Fees Billed and Paid to Independent Registered Public Accounting Firm."

The Audit Committee has adopted a policy that requires pre-approval of all services of Olsen Thielen & Co., Ltd. by the Audit Committee or the Chair of the Audit Committee. When services are pre-approved by the Chair of the Audit Committee, notice of this approval is given to the other members of the Audit Committee and presented to the full Audit Committee at its next scheduled meeting.

Based upon the review and discussions summarized above, together with the Committee’sCommittee’s other deliberations, the Audit Committee recommended to the Board that the audited financial statements of the Company, as of December 31, 20162018 and for the year then ended, be included in the Company’sCompany’s Annual Report on Form 10-K for the year ended December 31, 20162018 to be filed with the SEC.

Submitted by the Audit Committee of the Board of Directors

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Services of Independent Registered Public Accounting Firm for 20162018

Olsen Thielen & Co., Ltd. served as the Company’sCompany’s independent registered public accounting firm for the fiscal year ended December 31, 2016.2018. The Audit Committee of the Board appointed Olsen Thielen & Co., Ltd. as the independent registered public accounting firm for the Company beginning with the fiscal year ended December 31, 2008.2019.

Fees Billed and Paid to Independent Registered Public Accounting Firm

The following is a summary of fees billed by Olsen Thielen & Co., Ltd. for professional services rendered for the fiscal years ended December 31, 20162018 and 2015,2017, respectively.

Audit Fees

Audit fees are those billed for professional services rendered for the audit of the Company’sCompany’s annual consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports.

Audit-Related Fees

Audit-related fees billed for assurance and services that are reasonably related to the performance of the audit or review of the Company’sCompany’s consolidated financial statements and are not reported under “Audit“Audit Fees.” The audit-related fees for 20162018 and 20152017 related to the audits of the Company’sCompany’s employee benefit plan.

Tax Fees

Tax fees are those billed for professional services for tax compliance and tax advice.

All Other Fees

All other fees are those for products and services other than the services reported above. The fees billed for all other services paid in 20162018 and 2015,2017, respectively, were for general regulatory assistance. The Company typically does not engage its current independent registered public accounting firm directly for other fees or services.

Independence

The Audit Committee of the Board has determined that the provision of the non-audit services described above is compatible with maintaining the independence of the independent registered public accounting firm’sfirm’s independence.

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Audit Committee Pre-Approval Policy for Services of Independent Registered Public Accounting Firm

The Audit Committee annually approves the scope and fees payable for the year-end audit to be performed by the independent registered public accounting firm for the next fiscal year. The Audit Committee is required to pre-approve audit and non-audit services performed by the independent registered public accounting firm in order to ensure the provision of these services does not impair the independent registered public accounting firm’sfirm’s independence. The Audit Committee does not delegate to management, its responsibilities to pre-approvepreapprove services performed by the independent registered public accounting firm. The Audit Committee pre-approved all services the Company received from Olsen Thielen & Co., Ltd. during the year ended December 31, 2016.2018.

Appointment of Independent Registered Public Accounting Firm for 20172019

Subject to ratification by the shareholders at the May 25, 201723, 2019 Annual Meeting, the Audit Committee of the Board has appointed Olsen Thielen & Co., Ltd. as the Company’sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2017.2019. In the event the shareholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’sCompany’s and its shareholders’shareholders’ best interests.

Ratification of the appointment of Olsen Thielen & Co., Ltd. as the Company’sCompany’s independent registered public accounting firm requires that a majority of the votes cast, whether in person or by proxy, be cast in favor of the proposal. Broker non-votes are counted in determining the votes present at a meeting for purposes of establishing a quorum, but are not considered votes cast and will not count either in favor or against the proposal. Abstentions are counted as present and entitled to vote for the purposes of determining a quorum, but are not counted for the purposes of determining whether shareholders have approved the matter. Therefore, if you abstain from voting on Proposal 2: Ratification of Olsen Thielen & Co., Ltd. as the Company’sCompany’s Independent Registered Public Accounting Firm, it has the same effect as a vote against the proposal.

Representatives of Olsen Thielen & Co., Ltd. are expected to be present at the annual meeting and will have an opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions from shareholders in attendance.

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ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION

On February, 24, 2017, our Board adopted the New Ulm Telecom, Inc. 2017 Omnibus Stock Plan (the 2017 Plan) effective May 25, 2017, subject to shareholder approval. A copyAs required by Section 14A of the 2017 Plan is attachedSecurities Exchange Act of 1934, we are asking shareholders to cast an advisory vote on named executive officer compensation.

As described in detail in the section entitled “Executive Compensation,” which can be found on pages 19-24, we have designed our executive compensation program to implement core compensation principles, including pay for performance and alignment of our management’s interests with those of our shareholders. Under these programs, in 2018, we paid our Named Executive Officers their base salaries and non-equity incentive plan compensation as the Company achieved the specific financial performance goals that the Board had set. We encourage shareholders to read the “Executive Compensation” section of this proxy statement as Appendix A. The 2017 Plan permits stock incentive awards in the form of options (incentive and non-qualified), stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other awards in stock or cash. The 2017 Plan permits the issuance of up to 625,000 sharesfor a more detailed discussion of our Common Stockexecutive compensation program, including information about 2018 compensation of our Named Executive Officers.   

We are asking our shareholders to indicate their support for our Named Executive Officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named Executive Officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholder to vote “FOR” the following resolution at the Annual Meeting.

RESOLVED, that the shareholders of Nuvera Communications, Inc. approve, on an advisory basis, the compensation of the above stock awards.

Currently, the Company and its subsidiaries maintain two plans: the 2012 Director Stock Plan and the 2015 Employee Stock Plan. The 2012 Director Stock Plan (the 2012 Plan) provides that the Board (or a Committee) has the power to designate a portion of the Director’s retainer that will be paidNamed Executive Officers as disclosed in Company common stock and allows each Director to designate an additional percentage of his or her retainers to be paid in Company common stock. The 2015 Employee Stock Plan (the 2015 Plan) provides that employees who earn a cash bonus under the Company’s incentive plans may elect to receive up to 50% of their bonus amount in the form of Company common stock in lieu of cash. As of December 31, 2016, approximately 129,000 shares of common stock remain available for issuance under the 2012 Plan and 190,000 shares of common stock remain available for issuance under the 2015 Plan.

If the 2017 Plan is approved by shareholders, the 2012 Plan will be terminated and no further shares will be issued. Any future election by the Board to pay, or Directors to receive, a portion of Board retainers in stock will result in shares issued under the 2017 Plan. The 2015 Plan will remain in effect and continue to allow employees to elect stock in lieu of cash for earned bonuses.

Purpose of the 2017 Plan

The purpose of the 2017 Plan is to attract and retain talented and experienced people, closely link employee compensation with performance realized by shareholders, and reward long-term results with long-term compensation. If approved, the 2017 Plan will enable us to grant stock incentive awards to current and new employees, including officers, and to Board members and service providers.

Key Terms of the 2017 Plan

Below is a summary of the key terms of the 2017 Plan, which is qualified in its entirety by reference to the text of the 2017 Plan attached to thisNuvera Communications, Inc.’s proxy statement as Appendix A.

Effective Date and Term of Plan                 

·         May 25, 2017, provided the 2017 Plan is approved by shareholders.

·         The earlier of May 24, 2027 or the date on which all shares under the 2017 Plan have been issued or reserved for issuance and are no longer available for further awards under the 2017 Plan.

Eligible Participants

·         Employees of the Company or of any of our subsidiaries.

·         Non- employee members of the Board.

·         Key service providers to us or any of our subsidiaries.

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Total Shares Authorized and Share Counting

·         625,000 of our Common Stock for all types of stock incentive awards.

·         Shares available under the 2017 Plan are reduced by one share for each share underlying an award, including stock options, restricted stock or units and performance stock or units.

·         Shares available under the 2017 Plan are reduced by the aggregate shares exercised pursuant to a settled stock appreciation right and not the net number of shares issued upon exercise.

·         Shares withheld by us for taxes, shares tendered to us to pay the exercise price of an option, and shares reacquired by us with amounts received from exercise of an option will not be added back to the 2017 Plan.

Individual Award Limits

·         Up to the total of 625,000 shares may be issued as incentive stock options.

·         Up to 50,000 shares per person per year under all stock awards, plus up to an additional 25,000 shares for stock incentives to a newly hired employee. 

·         For awards not denominated in shares, up to $100,000 per person per year. 

Type of Stock Incentive Awards 

·         Incentive and nonqualified stock options and stock appreciation rights with an exercise period no longer than ten years.

·         Restricted stock and restricted stock units. 

·         Performance stock and performance units.

·         Other awards in stock or cash, including an election to receive earned compensation as shares of stock in lieu of cash. 

Vesting and Exercise

·         Compensation Committee may require that an award vests based on service (time vested) or upon achievement of performance goals (performance vested) or both, except as provided below.        

·        Options and Stock Appreciation Rights will vest no earlier than one year after the grant date or earlier upon death, disability or a change in control of the Company (if not assumed or substituted for new awards), except that the Compensation Committee may accelerate such vesting on up to 5% of stock awarded under Options and Stock Appreciation Rights. 

·         All performance-vested awards that are not assumed or substituted will vest upon a change in control based on performance as of the change in control.

·         Objective performance goals in the 2017 Plan, if approved by shareholders, will permit deductibility of executive officer awards as performance based compensation under Code Section 162(m).

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Permissible Features

·        We may specify that stock awards are subject to reduction, cancellation, forfeiture or recoupment under certain circumstances, including misrepresentation in our financial statements, violation of our Code of Conduct and violations of restrictive covenants on competing with us or soliciting our customers and employees.

·         Options may be exercised with previously acquired shares or by reducing the net number of shares awarded on exercise. 

·         The Compensation Committee may permit employees to defer the issuance of stock on certain awards to a later date. 

Features Not Permitted Without Board and Shareholder Approval

·         Increase the number of shares reserved or any of the limits stated in the 2017 Plan, except to equitably adjust shares and awards as a result of stock split, stock dividend, or other board-approved restructuring affecting the number of shares outstanding.

·         Extend the term of the 2017 Plan. 

·         Re-price stock options of stock appreciation rights or exchange stock options or stock appreciation rights for cash.

·         Re-grant shares tendered for stock option exercise or payment of taxes. 

Who is Eligible for Stock Incentive Awards

Our employees or any subsidiary’s employees, the non-employee members of our Board and key service providers to us or our subsidiaries are eligible to receive awards under the 2017 Plan. The Compensation Committee will determine which employees and other eligible persons will be awarded stock incentives awards.

Types of Stock Incentives to be Awarded

Subject to the limits under the 2017 Plan, the Compensation Committee has the discretionary authority to determine the size of the award, the type of award, and if it will immediately vest, or be tied to meeting performance-based requirements or vest over time. Options and stock appreciation rights will vest no earlier than one year after the grant date except that the Compensation Committee may accelerate such vesting upon death, disability or a change in control of the Company and on up to 5% of options and stock appreciation rights awarded for any reason.   

For executive officers, the performance-based requirements for earning or vesting in an award may be designed to comply with Section 162(m) of the Internal Revenue Code to enable us to deduct the value of the award for income tax purposes. Shareholder approval of the 2017 Plan will provide broad authority to the Compensation Committee to determine the objective financial performance goals for any award, including but not limited to:

·         Stock based goals such as stock price or total shareholder returns;

·         Operational objectives such as cash flow, return on investments, sales, revenues, costs, income or profits;

·         Earnings per share;

·         Financial performance as compared to past periods or a peer group of companies or other external indices;

·         Ratios and growth measures or changes in financial performance; and

·         Any combination of these goals.

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The types of awards that may be made under the 2017 Plan are as follows:

·        Stock options and stock appreciation rights: the right to purchase shares where value is based on the appreciation in the underlying shares in excess of an exercise price, which will not be less than the fair market value of our Common Stock on the date of grant. The right may be exercised by the holder during the term of the option, which is generally ten years from the date of grant, unless earlier terminated upon certain events, such as termination of employment, death or change in control of the Company. For options, the exercise price may be paid in cash or in previously owned shares or by reducing the number of shares issued, in each case equal in value to the exercise price. Stock appreciation rights do not require payment of the exercise price in cash but provide that, upon exercise, share or cash (or a combination of cash and shares) are issued equal in amount to the appreciated value of the number of shares exercised. No option or stock appreciation right may be repurchased or exchanged for a lower-priced option or stock appreciation right, or for cash.

·        Restricted stock and restricted stock units: awards of stock that do not require purchase, but that are not immediately available to the recipient until certain restrictions lapse, either based on time or upon achievement of performance goals. Restricted units may vest earlier that the date the shares are actually issued in exchange for the units, which may result in a deferral2019 Annual Meeting of income. The holder of restricted stock is entitled to vote those shares. The Compensation Committee may determine whether, with respect to restricted stock, to pay dividends on those shares to the holder or to defer dividends. Restricted stock units are not outstanding until paid in stock and therefore do not have voting or dividend rights. The award may provide for the payment of dividend equivalents as if the units were outstanding.

·        Performance shares and performance units: awards of restricted or unrestricted stock or stock units that are issued to the recipient only upon satisfaction of performance goals. These awards do not have voting rights unless and until issued, and no dividends or dividend equivalents will be paid unless and until the shares or units underlying the dividend equivalents are issued upon satisfaction of performance goals.

·        Other awards: additional opportunities to reward participants through payment of cash or stock as a bonus, or as deferred compensation, or for other purposes for which stock or cash will provide a meaningful incentive. The Compensation Committee may establish sub plans that provide for cash awards that rely upon the performance goals under the 2017 Plan, including awards to executive officers designed to comply with Section 162(m) of the Internal Revenue Code to permit us to deduct the value of the award for income tax purposes.

Adjustments to Stock Incentives for Corporate Transactions

In the event of a stock dividend, recapitalization, stock split, reorganization, merger, spin-off, repurchase or exchange of our Common Stock or similar event affecting our stock, the Compensation Committee may in its discretion adjust the number and kind of shares granted under the 2017 Plan, including the number and exercise price of shares subject to outstanding options or stock appreciation rights, and to adjust restricted stock, restricted stock units, performance stock and performance share units, and other awards so that the awards prove an equivalent value at the time of the transaction for which the adjustment is made. 

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Effect on Termination of Employment on Stock Incentives

Subject to certain exceptions requiring earlier termination, stock options and stock appreciation rights will expire and cannot be exercised (i) 90 days after the termination of a participant’s employment other than death, disability or retirement, (ii) 12 months after termination of employment if the termination is as a result of death, disability or retirement, and (iii) immediately if the termination is for cause as defined in the 2017 Plan or other agreement. Prior to that time, only options that have become exercisable under their terms, based on either time-based or performance-based vesting, may be exercised. Restricted stock and restricted stock units will be forfeited if not vested when the participant terminates employment, including upon death, disability or retirement, unless accelerated in the discretion of the Compensation Committee.

For options and restricted stock, restricted stock units, performance stock and performance units, the Compensation Committee may elect not to accelerate options that would otherwise vest only upon achievement of performance goals if those goals have not been achieved, or the performance period has not expired.

Effect of a Change in Control on Stock Incentives

Stock options and stock appreciation rights become fully exercisable and restricted stock and restricted stock units automatically become fully vested upon the occurrence of a change in control as defined in the 2017 Plan if the acquiring entity does not assume or provide substitute awards. The Compensation Committee may elect to accelerate these awards at or prior to the change in control. Awards based on performance goals where the performance period has not yet closed at the time of a change in control, however, will not automatically accelerate, except that the Board may, in its discretion, determine the achievement of the performance goals as of the change in control and award all or a pro rata portion of the shares based upon the level of performance. The Compensation Committee may require that options or stock appreciation rights be exercised prior to the change in control, may pay cash or other securities to cancel awards in connection with the change in control, or may provide for the successor to substitute its stock for outstanding awards.

Transferability of Stock Incentives: Deferral of Awards

Stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, and performance units, as well as other awards under the 2017 Plan that are vested at the time of the death of the participant, are transferable only by the participant’s last will and testament or applicable state laws on descent and distribution. Restricted stock, restricted stock units, performance stock and performance units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until the applicable restrictions lapse or the performance goals have been achieved. The Committee may, subject to satisfying any requirements under applicable tax law, permit employees to defer receipt of a payment in the form of stock. The Company will not be entitled to a tax deduction for the deferred award until it is actually paid in cash or in stock to the participant.

Administration

The Compensation Committee will administer the 2017 Plan. The Compensation Committee will select employees who will receive awards, determine the number of shares covered by each award, and establish the other terms and conditions consistent with the limitations contained in the 2017 Plan. The Compensation Committee may also interpret the 2017 Plan, and may also establish and amend terms of existing stock incentive awards, except that if the participant is adversely affected by the amendment, the participant must also consent. The Board may also exercise any of the authorities granted to the Compensation Committee. To the extent required by law or desired for tax purposes, awards to executive officers will be made only by persons who qualify as outside directors under securities and tax laws and, if appropriate, stock exchange rules. The Compensation Committee may delegate to an executive officer all or part of its responsibilities to make awards, other than the authority to make awards to other executive officers, directors or other insiders.

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Amendments to the 2017 Plan

The Compensation Committee may amend or suspend the 2017 Plan at any time except that any amendment will not be permitted without the approval of the shareholders if the amendment either increases the number of shares, provides for re-pricing of outstanding options or stock appreciation rights or for an exchange for cash, or increases the maximum number of shares that may be granted as awards to any participant.

The Consequences of Stock Incentives to Participants and the Company

Options and Stock Appreciation Rights. Stock option grants under the 2017 Plan may either be granted as incentive stock options, which are governed by Internal Revenue Code Section 422, as amended, or as non-qualified stock options, which are governed by Internal Revenue Code Section 83, as amended. Generally, no federal income tax is payable by the participant upon the grant or exercise of an incentive stock option and no deduction is taken by us. If after exercise, the participant disposes of the shares of an incentive stock option within a certain time period we will be entitled to deduct the appreciation on the shares at the time of exercise. Under current tax laws, if a participant exercises a non-qualified stock option, the participant will be taxed on the difference between the fair market value of the stock on the exercise date and the exercise price and we will be entitled to a corresponding tax deduction. Similar rules apply to stock appreciation rights awards.

Restricted and Performance Stock and Units. Awards of restricted stock and restricted stock units, performance stock and performance units under the 2017 Plan generally are not subject to federal income tax when awarded. Restricted stock is generally subject to ordinary income tax at the time the restrictions lapse, unless the participant properly elects to accelerate the tax recognition at the time of grant. Performance stock is taxed at the time the performance goals are met and the stock issued. Restricted stock units and performance units are generally subject to ordinary tax at the time of payment or issuance, even if vested earlier. We are entitled to a corresponding deduction at the time the participant recognizes taxable income on the restricted or performance stock or units.

Registration with the Securities and Exchange Commission

If the 2017 Plan is approved by our shareholders, we intend to file a registration statement with the Securities and Exchange CommissionShareholders pursuant to the Securities Actcompensation disclosure rules of 1933, as amended, covering the 625,000 shares issuable under the 2017 Plan.SEC.

Vote Required

TheApproval of this Proposal 3 requires the affirmative vote of the holders of athe majority of the shares of the Common Stock present, in person or by proxy, and entitled to vote aton this Proposal 3. While this vote is advisory, and not binding on the Annual Meeting is necessaryCompensation Committee or the Board, it will provide valuable information that the Compensation Committee will be able to consider when determining executive compensation philosophy, policies and practices for the approvalremainder of Proposal 3: Approval of New Ulm Telecom, Inc. 2017 Omnibus Stock Plan. Proxies will be voted in favor of Proposal 3 unless otherwise indicated.2019 and future years.

ADVISORY VOTE ON EXECTUIVE COMPENSATION.

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