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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 12, 2020


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 Company's Annual Meeting was held on May 12, 2020. Three Company proposals were submitted to stockholders as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 27, 2020. 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 Ten Directors for One-Year Terms:
 
 
 
 
Thomas Everist
141,276,670
4,634,498
377,121
29,096,404
Karen B. Fagg
141,135,380
4,802,017
350,892
29,096,404
David L. Goodin
142,920,775
2,988,888
378,626
29,096,404
Mark A. Hellerstein
144,505,617
1,333,209
449,463
29,096,404
Dennis W. Johnson
140,966,892
4,940,943
380,454
29,096,404
Patricia L. Moss
140,425,820
5,487,406
375,063
29,096,404
Edward A. Ryan
143,577,270
2,265,961
445,058
29,096,404
David M. Sparby
144,112,168
1,751,344
424,777
29,096,404
Chenxi Wang
144,084,545
1,764,249
439,495
29,096,404
John K. Wilson
140,345,022
5,522,243
421,024
29,096,404
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
139,134,107
5,723,799
1,430,383
29,096,404

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 2020
173,008,733
1,732,203
643,757

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 13, 2020

 
MDU Resources Group, Inc.
 
 
 
 
 
By:
/s/ Daniel S. Kuntz
 
 
 
 
 
Daniel S. Kuntz
 
 
Vice President, General Counsel
 
 
    and Secretary