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8-KThe WireRoutine

Shareholder Vote

Filed May 20, 2024 · 2y ago · Accession 0000067716-24-000059

Plain English

Material event — a significant development the company must disclose promptly.

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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. ☐ 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 For Shares    Against   Abstentions Broker 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 For Shares Against Abstentions Broker Non-Votes Advisory Vote to Approve the Compensation Paid to the Company's Named Executive Officers 149,441,848 5,921,590 702,771 24,873,389 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 . 2 3. Shares For Shares Against Abstentions Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2024 174,085,618 6,520,218 333,762 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). 3 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 4
Filing details
Ticker
MDU
CIK
67716
Form type
8-K
Filing date
May 20, 2024
Report date
May 14, 2024
Document
mdu-20240514.htm
Size
196 KB