Mdu Resources Group Inc 8-K, filed Aug 15, 2024
Mdu Resources Group Inc (MDU)
8-K
2024-08-15
For: 2024-08-15
View Original
Added on
April 12, 2026
About this 8-K
Mdu Resources Group Inc filed this 8-K on August 15, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- 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): August 15, 2024
(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)
(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) | ||||||
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.
Appointment of New Directors
On August 15, 2024, the Board of Directors (the “Board”) of MDU Resources Group, Inc. (the “Company”), pursuant to the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, approved an increase of the size of the Board from nine (9) directors to eleven (11) directors, and appointed Michael S. Della Rocca and Marian M. Durkin to the Board, in each case, effective August 15, 2024, to serve until the 2025 Annual Meeting of Stockholders.
The Board has determined that Mr. Della Rocca will serve on the Audit Committee and Environmental and Sustainability Committee, and Ms. Durkin will serve on the Compensation Committee and Nominating and Governance Committee. As compensation for their service on the Board and Board committees, each of Mr. Della Rocca and Ms. Durkin will receive the Company’s standard compensation for non–employee directors, prorated for their respective time of service. The Board considered the independence of each Mr. Della Rocca and Ms. Durkin under the applicable standards and determined that Mr. Della Rocca and Ms. Durkin are independent directors, and that Mr. Della Rocca has the requisite independence to serve as a member of the Audit Committee and financial literacy to serve as a member of the Audit Committee, and that Ms. Durkin has the requisite independence to serve as a member of the Compensation Committee, in each case, under the applicable New York Stock Exchange listing standards and Securities and Exchange Commission (“SEC”) rules. There are no understandings or arrangements with any person pursuant to which Mr. Della Rocca and Ms. Durkin were selected as directors, and Mr. Della Rocca and Ms. Durkin are not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K. In connection with their respective appointments, the Company will enter into indemnification agreements with Mr. Della Rocca and Ms. Durkin, which will provide, among other things, that the Company will indemnify such person 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 SEC on August 17, 2010 (File No. 1-3480), which description is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 15, 2024, the Company issued a press release announcing the appointment of each Mr. Della Rocca and Ms. Durkin. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 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: August 15, 2024
| MDU Resources Group, Inc. | ||||||||
| By: | /s/ Paul R. Sanderson | |||||||
| Paul R. Sanderson | ||||||||
| Vice President, Chief Legal Officer | ||||||||
| and Secretary | ||||||||
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Exhibit 99.1
MDU Resources Appoints Two to Board of Directors
BISMARCK, N.D. — Aug. 15, 2024 — MDU Resources Group, Inc. (NYSE: MDU) announced today that Michael S. Della Rocca and Marian M. Durkin have been appointed to the company’s board of directors.
Della Rocca, during his 35-year career, held a number of executive positions within the engineering and construction industry, including as chief executive, Americas, of AECOM. He also was a partner in consulting firm McKinsey & Company, where he provided clients with strategic counsel on capital projects. He has served on a number of boards and owns Della Rocca Enterprises LLC.
Durkin previously was senior vice president, general counsel, secretary and chief compliance officer for Avista Corporation, an electric and natural gas utility headquartered in Spokane, Washington. She also has prior experience as vice president, deputy general counsel and assistant secretary at United Airlines and as an attorney at law firm Briggs and Morgan, which later merged with Taft.
“Marian and Michael bring extensive, relevant experience to our board that will support our efforts to guide MDU Resources’ strategic initiatives as the company becomes a pure-play regulated energy delivery business late this year when it spins off Everus Construction Group,” said Dennis W. Johnson, chair of the board.
In addition to their general responsibilities on the board, Della Rocca will serve on the Audit and the Environmental and Sustainability committees and Durkin will serve on the Compensation and the Nominating and Governance committees.
Della Rocca holds a bachelor’s degree in civil engineering and a master’s degree in engineering, transportation, from Rensselaer Polytechnic Institute and a master’s degree in business administration from St. John’s University. He is a licensed professional engineer.
Durkin holds a Juris Doctor and Master of Laws from Mitchell Hamlin School of Law and a bachelor’s degree in political science from Manhattanville College. She is a member of the state bar in Illinois, Minnesota and Washington.
MDU Resources expects to achieve its objective of becoming a pure-play regulated energy delivery business by completing a spinoff of its construction services subsidiary, Everus Construction Group, late this year.
Forward-Looking Statements
Information in this release includes certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release, including information about the planned spinoff of Everus Construction Group, the timing of the planned spinoff, and statements by MDU Resources’ chair, 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, refer to Item 1A — Risk Factors in MDU Resources’ most recent Form 10-K and Form 10-Q and subsequent filings with the SEC.
Exhibit 99.1
About MDU Resources
MDU Resources Group, Inc., a member of the S&P MidCap 400 index, provides essential products and services through its regulated energy delivery and construction services 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 investor@mduresources.com.
Investor Contact: Brent Miller, assistant treasurer, 701-530-1730
Media Contacts: Byron Pfordte, MDU Resources manager of integrated communications, 208-377-6050
Laura Lueder, Everus director of communications, 701-221-6444