0000067716
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2024-05-14
2024-05-14
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 14, 2024
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.)
incorporation)
Delaware 1-03480 30-1133956
1200 West Century Avenue
P.O. Box 5650
Bismarck
,
North Dakota
58506-5650
(Address of principal executive offices)
(Zip Code)
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.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The MDU Resources Group, Inc.'s (the "Company") Annual Meeting of Stockholders
(the "Annual Meeting") was held on May 14, 2024.
Three
Company proposals were submitted to stockholders as described in the Company's
Definitive Proxy Statement filed with the SEC on March 29, 2024.
The proposals and the results of the stockholder vote, with fractional share
totals rounded to the nearest whole share, are as follows:
1.
Shares Shares Abstentions Broker
For Against Non-Votes
Proposal to Elect Nine Directors for One-Year Terms:
Darrel T. Anderson 155,259,355 530,210 276,644 24,873,389
James H. Gemmel 154,697,678 1,048,891 319,640 24,873,389
Douglas W. Jaeger 155,298,422 468,109 299,678 24,873,389
Dennis W. Johnson 150,575,588 5,116,428 374,193 24,873,389
Nicole A. Kivisto 155,394,806 430,308 241,095 24,873,389
Dale S. Rosenthal 154,590,510 1,190,038 285,661 24,873,389
Edward A. Ryan 152,611,167 3,175,785 279,257 24,873,389
David M. Sparby 154,168,552 1,596,383 301,274 24,873,389
Chenxi Wang 154,454,614 1,339,613 271,982 24,873,389
All of the Company's nominees were elected, having received more votes cast
"for" their election than "against" their election.
2.
Shares Shares Abstentions Broker
For Against Non-Votes
Advisory Vote to Approve the Compensation Paid 149,441,848 5,921,590 702,771 24,873,389
to the Company's Named Executive Officers
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 Annual Meeting and entitled to vote on the proposal
.
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3.
Shares Shares Abstentions
For Against
Ratification of the Appointment of Deloitte & Touche LLP as the 174,085,618 6,520,218 333,762
Company's Independent Registered Public Accounting Firm for 2024
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 Annual
Meeting and entitled to vote on the proposal.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished as part of this
report.
Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
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 17, 2024
MDU Resources Group, Inc.
By: /s/ Paul R. Sanderson
Paul R. Sanderson
Vice President, Chief Legal Officer
and Secretary
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