Form 8-K - Current report

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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): November 14, 2024

MDU Resources Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware			1-03480			30-1133956
(State or other jurisdiction of			(Commission File Number)			(IRS Employer Identification No.)
incorporation)

1200 West Century Avenue

P.O. Box 5650

Bismarck, North Dakota

(Address of principal executive offices)

58506
(Zip Code)

Registrant’s telephone number, including area code: [phone]

N/A
(Former name or former address, if changed since last report.)

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 5.02.    Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On November 14, 2024, the Board of Directors of MDU Resources Group, Inc. (the “Company”) elected Vernon A. Dosch as a director of the Board, effective November 15, 2024, to serve until the 2025 Annual Meeting of Stockholders. In connection with the election of Mr. Dosch, the Board increased the total number of directors to seven, effective November 15, 2024. The Board appointed Mr. Dosch to the Audit Committee, effective November 15, 2024.

The Board has determined that Mr. Dosch is independent under the New York Stock Exchange listing standards because he has no material relationship to the Company that would impair his independence.

As a nonemployee director of the Board, Mr. Dosch will receive the same compensation as the other nonemployee directors of the Board. The information required by Item 5.02(d)(5) of Form 8-K regarding Mr. Dosch is contained in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 29, 2024 and is incorporated herein by reference.

On November 14, 2024, the Company issued a news release announcing the election of Mr. Dosch to the Board. A copy of the news release is furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number			Description
99.1			News Release of MDU Resources Group, Inc., dated November 14, 2024.
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: November 14, 2024

			MDU Resources Group, Inc.
			By:			/s/ Anthony D. Foti
						Anthony D. Foti
						Chief Legal Officer
						and Corporate Secretary

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Exhibit 99.1

MDU Resources Welcomes Vernon Dosch to Board of Directors

BISMARCK, N.D. — Nov. 14, 2024 — MDU Resources Group, Inc. (NYSE: MDU) today announced that its board of directors has elected Vernon A. Dosch as a director, effective Nov. 15, 2024.

Dosch, a respected leader with more than 45 years of expertise in the electric utility and broadband industries, brings a deep commitment to community and industry advancement.

“We are excited to welcome Vern to our board,” said Dennis W. Johnson, chair of the board. “His dedication to industry innovation, community service, and proven ability to lead transformation initiatives in the utility sector will be an invaluable addition to our team. Vern’s impressive track record of strategic planning, financial acumen, and relationship-building aligns with our commitment to excellence.”

As a longtime leader at National Information Solutions Cooperative (NISC), Dosch led the company’s growth from start-up to a premier technology provider for the utility and broadband sectors. His expertise in electric distribution, generation and transmission, as well as utility-related technology, has positioned him as a trusted leader. Dosch’s career is marked by an ability to effectively engage with diverse teams and stakeholders—qualities that will enhance the MDU Resources board as it moves forward as a pure-play regulated energy delivery business.

“I am honored to join the board of MDU Resources Group and look forward to contributing to the company’s continued success. With a strong foundation in industry leadership and community service, I am excited to collaborate with the talented team at MDU Resources to drive forward our shared vision of excellence and sustainable growth. Together, we will work to enhance our impact in the energy sector and support the communities we serve.”

Dosch’s involvement in numerous boards, foundations and community service roles, including Bismarck State College Foundation, Missouri Valley United Way and several functions with the State of North Dakota, reflects his commitment to community impact, an integral aspect of MDU Resources' values.

Dosch earned a bachelor’s degree in business administration and accounting as well as a master’s degree in management from the University of Mary. In 2021, he was awarded an Honorary Doctorate of Leadership Honoris Causa from the University of Mary.

About MDU Resources

MDU Resources Group, Inc., a member of the S&P SmallCap 600 index, provides essential products and services through its regulated energy delivery businesses. Founded in 1924, the company is celebrating its 100th anniversary; learn more at www.mdu.com/100th-anniversary. For more information about MDU Resources, visit www.mdu.com or contact the Investor Relations Department at [e-mail].

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the federal securities laws. Other than statements of historical facts, all statements which address activities, events, or developments that MDU

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Resources anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are based on many assumptions and factors, which are detailed in MDU Resources’ filings with the U.S. Securities and Exchange Commission (the “SEC”). These forward-looking statements are based largely on MDU Resources’ expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond its control. For additional discussion regarding risks and uncertainties that may affect forward-looking statements, see "Risk Factors" disclosed in MDU Resources’ most recent Annual Report on Form 10-K and subsequent filings with the SEC. Any changes in such assumptions or factors could produce significantly different results. The Company undertakes no obligation to update the forward-looking statements, whether due to new information, future events, or otherwise.

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

Media Contact: Byron Pfordte, manager of integrated communications, 208-377-6050

Cover	Nov. 14, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 14, 2024
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
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

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