Mdu Resources Group Inc 8-K, filed Aug 3, 2023
Mdu Resources Group Inc (MDU)
8-K
2023-08-03
For: 2023-08-02
View Original
Added on
April 12, 2026
About this 8-K
Mdu Resources Group Inc filed this 8-K on August 3, 2023, reporting on events of August 2, 2023.
Items reported
- Item 8.01: Other events
- 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 2, 2023
(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:
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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 8.01. Other Events.
On August 3, 2023, MDU Resources Group, Inc. (the “Company”) announced its board of directors has declared a quarterly cash dividend on the Company’s common stock of $0.1250 per share, to be paid on October 1, 2023 to stockholders of record as of the close of business on September 14, 2023. The press release also outlines the Company’s future dividend expectations. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
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). | ||||
* * *
Cautionary Note on Forward Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements contained in this Current Report on Form 8-K, including information about the Company’s intent to pursue a tax-advantaged separation of its construction services business and become a pure-play regulated energy delivery business, targeted dividend payout ratios, as well as statements by the chair of the board, 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 the Company’s most recent Form 10-K and Form 10-Q and subsequent filings with the SEC.
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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 3, 2023
| 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 Declares Quarterly Dividend on Common Stock, Establishes Future Dividend Target
BISMARCK, N.D. — Aug. 3, 2023 —MDU Resources Group, Inc.’s (NYSE: MDU) board of directors has declared a quarterly dividend on the company’s common stock of 12.5 cents per share. On an annualized basis, this dividend is approximately a 66% payout ratio based on the midpoint of MDU Resources’ 2023 earnings guidance for its regulated energy delivery companies. The board also established a long-term dividend payout ratio target of 60% to 70% of regulated energy delivery earnings.
“Based on MDU Resources’ anticipated future state as a pure-play regulated energy delivery business, the board has determined that targeting a dividend payout ratio of 60% to 70% of regulated energy delivery earnings is appropriate,” said Dennis W. Johnson, chair of the board. “This policy reflects our capital allocation framework, which balances disciplined investment for long-term value creation along with providing returns to stockholders. We are proud of our 85-year history of uninterrupted dividend payments to stockholders and remain committed to paying a competitive dividend as we transition to being a pure-play regulated company.”
The dividend is payable Oct. 1 to stockholders of record Sept. 14.
On May 31, MDU Resources successfully completed a spinoff of its construction materials subsidiary, Knife River Corporation, into an independent, publicly traded company. On July 10, MDU Resources announced the company would pursue a tax-advantaged separation of its construction services subsidiary, MDU Construction Services Group, with the objective of becoming a pure-play regulated energy delivery business consisting of electric and natural gas utilities and a natural gas pipeline business.
More details about MDU Resources’ strategic initiatives can be found at www.mdu.com.
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 MDU Resources’ intent to pursue a tax-advantaged separation of its construction services business and become a pure-play regulated energy delivery business, targeted dividend payout ratios, as well as statements by the chair of the board, 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.
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. For more information about MDU Resources, visit www.mdu.com or contact the Investor Relations Department at investor@mduresources.com.
Media Contact: Laura Lueder, manager of communications and public relations, 701-530-1095
Investor Contact: Brent Miller, assistant treasurer, 701-530-1730