Wdesk | Document
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): May 8, 2018
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MDU Resources Group, Inc. |
(Exact name of registrant as specified in its charter) |
| | | | |
Delaware | | 1-03480 | | 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 |
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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:
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[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter). 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.
MDU Resources Group, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on May 8, 2018. Three Company proposals were submitted to stockholders as described in the Company’s Proxy Statement dated March 23, 2018. The proposals and the results of the stockholder vote, with fractional share totals rounded to the nearest whole share, are as follows.
1.
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| | | | |
| Shares
For | Shares
Against | Abstentions | Broker
Non-Votes |
Proposal to elect nine directors for one-year terms: | | | | |
Thomas Everist | 140,070,810 | 3,796,751 | 1,186,301 | 34,488,796 |
Karen B. Fagg | 128,783,311 | 15,674,365 | 596,186 | 34,488,796 |
David L. Goodin | 141,824,768 | 2,036,178 | 1,192,916 | 34,488,796 |
Mark A. Hellerstein | 142,723,095 | 1,119,266 | 1,211,501 | 34,488,796 |
Dennis W. Johnson | 140,510,872 | 3,342,053 | 1,200,937 | 34,488,796 |
William E. McCracken | 141,864,843 | 1,929,562 | 1,259,457 | 34,488,796 |
Patricia L. Moss | 140,223,157 | 3,658,192 | 1,172,513 | 34,488,796 |
Harry J. Pearce | 140,780,993 | 3,038,556 | 1,234,313 | 34,488,796 |
John K. Wilson | 141,009,472 | 2,825,286 | 1,219,104 | 34,488,796 |
All of the Company’s nominees were elected, having received more votes cast “for” their election than “against” their election.
2.
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| | | | |
| Shares For | Shares Against | Abstentions | Broker Non-Votes |
Advisory vote to approve the compensation paid to the Company's named executive officers | 139,133,804 | 3,077,063 | 2,842,995 | 34,488,796 |
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 meeting and entitled to vote on the proposal.
3.
|
| | | |
| Shares
For | Shares
Against | Abstentions |
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2018 | 176,794,646 | 1,882,521 | 865,491 |
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.
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 9, 2018
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| MDU Resources Group, Inc. |
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| By: | /s/ Daniel S. Kuntz |
| | |
| | Daniel S. Kuntz |
| | Vice President, General Counsel |
| | and Secretary |