mduform8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):  April 27, 2010




MDU Resources Group, Inc.
(Exact name of registrant as specified in its charter)
                                
Delaware
  
1-3480
  
41-0423660
(State or other jurisdiction of
incorporation)
  
(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)
(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))

 
 
 

Item 5.07                      Submission of Matters to a Vote of Security Holders.

MDU Resources Group, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on April 27, 2010.  Five Company proposals and one stockholder proposal were submitted to stockholders as described in the Company’s Proxy Statement dated March 12, 2010.  The proposals and the results of the stockholder vote are as follows.

 
Shares
For
Shares
Against
Abstentions
Broker
Non-Votes
Proposal to elect ten directors for one-year terms:
 
        
Thomas Everist
120,479,339.154
3,060,874.961
2,891,422.051
39,626,081.000
Karen B. Fagg
122,355,576.836
1,252,124.602
2,823,934.728
39,626,081.000
Terry D. Hildestad
122,507,258.760
1,135,463.655
2,788,913.751
39,626,081.000
A. Bart Holaday
122,266,842.030
1,321,793.665
2,843,000.471
39,626,081.000
Dennis W. Johnson
121,968,869.591
1,652,095.934
2,810,670.641
39,626,081.000
Thomas C. Knudson
122,368,394.562
1,273,090.696
2,790,150.908
39,626,081.000
Richard H. Lewis
122,277,398.892
1,321,498.663
2,832,738.611
39,626,081.000
Patricia L. Moss
121,315,035.612
2,303,416.757
2,813,183.797
39,626,081.000
Harry J. Pearce
120,482,739.921
3,157,910.079
2,790,986.166
39,626,081.000
John K. Wilson
117,668,433.717
5,892,562.744
2,870,639.705
39,626,081.000

All of the Company’s nominees were elected, having received more votes cast “for” their election than “against” their election.

 
Shares
For
Shares
Against
Abstentions
Broker
Non-Votes
Proposal to repeal Article TWELFTH of the Company’s Restated Certificate of Incorporation, which contains provisions relating to business combinations with interested stockholders, and related amendments to Articles THIRTEENTH and FOURTEENTH
158,256,159.319
3,130,447.479
4,671,110.368
–

The proposal was approved, having received the affirmative vote of a majority of the outstanding shares of common stock.

 
Shares
For
Shares
Against
Abstentions
Broker
Non-Votes
Proposal to repeal Article FIFTEENTH of the Company’s Restated Certificate of Incorporation, which contains supermajority vote requirements for amendments to certain articles of the Company’s Restated Certificate of Incorporation
157,603,937.743
3,794,758.364
4,659,021.059
–
 
The proposal was approved, having received the affirmative vote of a majority of the outstanding shares of common stock.

 
 
 

 
 
Shares
For
Shares
Against
Abstentions
Broker
Non-Votes
Proposal to repeal section (c) of Article THIRTEENTH of the Company’s Restated Certificate of Incorporation, which provides that directors may be removed by stockholders only for cause, and technical amendments to section (a) of Article THIRTEENTH
156,969,325.022
4,358,067.779
4,730,324.365
–

The proposal was approved, having received the affirmative vote of a majority of the outstanding shares of common stock.

 
Shares
For
Shares
Against
Abstentions
Broker
Non-Votes
Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2010
159,358,115.864
3,142,278.885
3,557,322.417
–

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.

 
Shares
For
Shares
Against
Abstentions
Broker
Non-Votes
Stockholder proposal requesting a report on coal combustion waste
42,504,552.526
62,403,519.608
21,523,564.032
39,626,081.000

The stockholder proposal was not approved having received the affirmative vote of less than a majority of the common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal.

 
 
 


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:  April 29, 2010

   
MDU Resources Group, Inc.
     
   
By:
/s/ Paul K. Sandness
     
Paul K. Sandness
     
General Counsel and Secretary