Form 8-K - Current report

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): November 16, 2023

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of New Director

On November 16, 2023, the Board of Directors (the “Board”) of MDU Resources Group, Inc. (the “Company”), pursuant to the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, approved an increase of the size of the Board from seven (7) directors to eight (8) directors, and appointed Darrel T. Anderson to the Board, effective November 16, 2023, to serve until the 2024 Annual Meeting of Stockholders. The Board has determined that Mr. Anderson will serve on the Compensation Committee and Environmental and Sustainability Committee. As compensation for his service on the Board and Board committees, Mr. Anderson will receive the Company’s standard compensation for non–employee directors. The Board considered the independence of Mr. Anderson under the applicable standards and determined that Mr. Anderson is an independent director. There are no understandings or arrangements with any person pursuant to which Mr. Anderson was selected as a director, and Mr. Anderson is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K. In connection with his appointment, the Company will enter into an indemnification agreement with Mr. Anderson, which will provide, among other things, that the Company will indemnify Mr. Anderson to the fullest extent permitted by applicable Delaware law and in excess of that expressly permitted by statute, but not to the extent prohibited by law. The terms of the indemnification agreement are described in the Company's Current Report on Form 8-K, dated August 12, 2010, which was filed with the Securities and Exchange Commission on August 17, 2010 (File No. 1-3480), which description is incorporated herein by reference.

On November 17, 2023, the Company issued a press release announcing the appointment of Mr. Anderson, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished as part of this report.


Exhibit Number			Description
99.1			Press release of MDU Resources Group, Inc., dated November 17 , 2023.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 17, 2023


			MDU Resources Group, Inc.


			By:			/s/ Paul R. Sanderson

						Paul R. Sanderson
						Vice President, Chief Legal Officer
						and Secretary

Exhibit 99.1

MDU Resources Appoints Darrel T. Anderson to Board of Directors

BISMARCK, N.D. — Nov. 17, 2023 — MDU Resources Group, Inc. (NYSE: MDU) today announced that Darrel T. Anderson has been appointed to the company’s board of directors.

Anderson previously was the president and CEO of IDACORP and Idaho Power Company, an integrated electric utility serving customers in Idaho and Oregon. Anderson first joined Idaho Power in 1996 and held positions of increasing authority, including executive vice president of administrative services and chief financial officer. He served as president and CEO from 2014 until he retired in 2020.

“As we work toward transforming MDU Resources into a pure-play regulated energy delivery business, Darrel’s financial and leadership experience in the regulated utility industry will enhance the existing expertise on our board,” said Dennis W. Johnson, chair of MDU Resources board of directors. “His experience with risk oversight and human resources management also will complement our attention to diversity and workforce development within MDU Resources.”

Anderson, in addition to his general responsibilities on the board, will serve on the Compensation Committee and the Environmental and Sustainability Committee.

Anderson holds a bachelor’s degree in accounting and finance from Oregon State University and is a graduate of Harvard University’s Advanced Management Program.

On Nov. 2, MDU Resources announced its intent to spin off its construction services business, MDU Construction Services Group, with the objective of making MDU Resources a pure-play regulated energy delivery business. The spinoff is expected to be complete in late 2024.

About MDU Resources

MDU Resources Group, Inc., a member of the S&P MidCap 400 index, provides essential products and services through its regulated energy delivery and construction services businesses. For more information about MDU Resources, visit www.mdu.com or contact the Investor Relations Department at investor@mduresources.com.

Exhibit 99.1

Forward-Looking Statement

The information in this release includes certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained in this release, including statements about the future state of MDU Resources and the planned spinoff of MDU Construction Services Group, as well as comments by the chair of MDU Resources’ board of directors, are expressed in good faith and are believed by MDU Resources to have a reasonable basis. Nonetheless, actual results may differ materially from the projected results expressed in the forward-looking statements. For a discussion of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, refer to Item 1A-Risk Factors in MDU Resources' most recent Form 10-K and 10-Q.

Investor Contact: Brent Miller, assistant treasurer, 701-530-1730

Media Contact: Laura Lueder, manager of communications and public relations, 701-530-1095

Cover	Nov. 16, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 16, 2023
Entity Registrant Name	MDU Resources Group Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	1-03480
Entity Tax Identification Number	30-1133956
Entity Address, Address Line One	1200 West Century Avenue
Entity Address, Address Line Two	P.O. Box 5650
Entity Address, City or Town	Bismarck
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58506-5650
City Area Code	701
Local Phone Number	530-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	MDU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000067716
Amendment Flag	false