Mdu Resources Group Inc 8-K, filed Nov 18, 2022
Mdu Resources Group Inc (MDU)
8-K
2022-11-18
For: 2022-11-17
View Original
Added on
April 12, 2026
About this 8-K
Mdu Resources Group Inc filed this 8-K on November 18, 2022, reporting on events of November 17, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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 17, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| incorporation) | ||||||||
(Address of principal executive offices)
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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:
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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:
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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 17, 2022, the Board of Directors of the Company (the "Board") appointed German Carmona Alvarez to the Board, effective November 17, 2022, to serve until the 2023 Annual Meeting of Stockholders. The Board has determined that Mr. Carmona will serve on the Compensation Committee and Nominating and Governance Committee. As compensation for his service on the Board and Board committees, Mr. Carmona will receive the Company’s standard compensation for non–employee directors. The Board considered the independence of Mr. Carmona under the applicable standards and determined that Mr. Carmona is an independent director. In connection with his appointment, the Company will enter into an indemnification agreement with Mr. Carmona, which will provide, among other things, that the Company will indemnify Mr. Carmona 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. The press release announcing this election is filed as Exhibit 99.1 hereto.
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 | |||||
| 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 18, 2022
| MDU Resources Group, Inc. | ||||||||
| By: | /s/ Karl A. Liepitz | |||||||
| Karl A. Liepitz | ||||||||
| Vice President, General Counsel | ||||||||
| and Secretary | ||||||||
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Exhibit 99.1
MDU Resources Appoints German Carmona Alvarez to Board of Directors
BISMARCK, N.D. — Nov. 18, 2022 — MDU Resources Group, Inc. (NYSE: MDU) today announced that German Carmona Alvarez has been appointed to the company’s board of directors.
Carmona is global president, applied intelligence, at John Wood Group PLC, which provides consulting, project management and engineering solutions to the energy and built environment industries. His previous experience includes executive positions with Neoris, Cemex and the Boston Consulting Group. Carmona has extensive experience in continuous improvement practices, digital transformation, finance and human capital management.
“As we continue to focus on maximizing shareholder value and working toward the expected spinoff of Knife River Corporation, we look forward to having German share his construction industry expertise, financial acumen, and knowledge of shared corporate services, particularly related to human resources and information technology,” said Dennis W. Johnson, chair of MDU Resources board of directors.
On Aug. 4, MDU Resources announced its intent to separate Knife River into an independent, publicly traded company. The separation is expected to be effected as a tax-free spinoff to MDU Resources shareholders and be complete in 2023. On Nov. 3, MDU Resources announced a strategic review of its construction services subsidiary, MDU Construction Services Group, Inc., with the objective of achieving the board’s goal to create two pure-play publicly traded companies.
Carmona, in addition to his general responsibilities on the board, will serve on the Compensation Committee and the Nominating and Governance Committee.
Carmona holds a bachelor’s degree in mechanical engineering from Universidad Anáhuac in Mexico, a master’s degree in engineering management from Cornell University in New York and a master’s degree in business administration from Stanford University Graduate School of Business in California.
About MDU Resources
MDU Resources Group, Inc., a member of the S&P MidCap 400 and the S&P High-Yield Dividend Aristocrats indices, is Building a Strong America® by providing essential products and services through its regulated energy delivery and construction materials and services businesses. For
Exhibit 99.1
more information about MDU Resources, visit www.mdu.com or contact the Investor Relations Department at investor@mduresources.com.
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 planned separation of Knife River Corporation and shareholder results, are expressed in good faith and are believed by the company 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-Q and 10-K.
Media Contact: Laura Lueder, manager of communications and public affairs, 701-530-1095
Investor Contact: Brent Miller, director of financial projects and investor relations, 701-530-1730
Media Advisory: Photo of German Carmona Alvarez available for download at
https://www.mdu.com/wp-content/uploads/2022/11/GermanCarmonaAlvarez_web.jpg.