UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 11, 2021
MDU Resources Group Inc
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of||(Commission File Number)||(I.R.S. Employer Identification No.)|
1200 West Century Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(Address of principal executive offices)
Registrant’s telephone number, including area code (701) 530-1000
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))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
|(Title of each class)||(Trading Symbol(s))||(Name of each exchange on which registered)|
|Common Stock, par value $1.00 per share||MDU||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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting was held on May 11, 2021. Three Company proposals were submitted to stockholders as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 26, 2021. The proposals and the results of the stockholder vote, with fractional share totals rounded to the nearest whole share, are as follows:
| Shares |
|Proposal to Elect Nine Directors for One-Year Terms:|
Karen B. Fagg
David L. Goodin
Dennis W. Johnson
Patricia L. Moss
Dale S. Rosenthal
Edward A. Ryan
David M. Sparby
All of the Company’s nominees were elected, having received more votes cast “for” their election than “against” their election.
|Advisory Vote to Approve the Compensation Paid to the Company's Named Executive Officers||144,534,051||5,101,703||1,078,048||26,332,390|
The proposal was approved, on a non-binding advisory basis, having received the affirmative vote of a majority of the common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal.
Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2021
The proposal was approved, having received the affirmative vote of a majority of the common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal.
Item 9.01. Financial Statements and Exhibits.
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 12, 2021
|MDU Resources Group, Inc.|
|By:||/s/ Karl A. Liepitz|
|Karl A. Liepitz|
|Vice President, General Counsel|
| and Secretary|