mdu-202211170000067716false00000677162022-11-172022-11-17
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
MDU Resources Group Inc
(Exact name of registrant as specified in its charter)
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| (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:
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| ☐ | 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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| (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 17, 2022, David C. Barney resigned his position as President of Knife River Corporation (“Knife River”) effective as of the end of the day December 31, 2022. Brian R. Gray, currently President of the Northwest Region of Knife River, will assume the President role at Knife River effective as of January 1, 2023. Mr. Barney will remain Knife River’s Chief Executive Officer.
Item 7.01. Regulation FD Disclosure.
A copy of MDU Resources Group, Inc.’s press release, issued on November 17, 2022, is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished as part of this report.
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| Exhibit Number | Description |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 17, 2022
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| MDU Resources Group, Inc. |
| |
| |
| By: | /s/ Karl A. Liepitz |
| | |
| | Karl A. Liepitz |
| | Vice President, General Counsel |
| | and Secretary |
MDU Resources Names Brian Gray President of Knife River Corporation;
David Barney Remains CEO
BISMARCK, N.D. — Nov. 17, 2022 — The Board of Directors of MDU Resources Group, Inc. (NYSE: MDU) today announced that Brian R. Gray has been named president of the company’s wholly owned construction materials subsidiary, Knife River Corporation, effective Jan. 1, 2023. David C. Barney will remain Knife River’s chief executive officer.
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 stockholders and is on track to be completed in 2023.
“Dave and Brian have extensive business and leadership experience, and the board is confident they will continue to do an excellent job leading the organization as Knife River transitions to becoming a stand-alone, publicly traded company,” said Dennis W. Johnson, chair of MDU Resources’ board.
Barney has 36 years of experience with Knife River in various leadership positions. He has been president of the company since 2011 and CEO since 2013.
Gray has 29 years of experience with Knife River and has been president of Knife River’s Northwest Region since 2012. Since 2018, he has led seven acquisitions in the region, most recently the addition of Baker Rock Resources in the Portland Metro market.
“Brian has a strategic mindset that has driven strong growth in Knife River’s Northwest Region,” said David L. Goodin, president and CEO of MDU Resources. “Brian’s business development experience complements Dave’s. They will make a great team leading Knife River to continued success, providing shareholders with attractive returns while ensuring the company continues to serve stakeholders, including customers, communities and employees.”
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 more information about MDU Resources, visit www.mdu.com or contact the Investor Relations Department at [email protected].
About Knife River
Knife River Corporation mines aggregates and markets crushed stone, sand, gravel and related construction materials, including ready-mix concrete, asphalt and other value-added products. It also distributes cement and asphalt oil. It performs integrated contracting services. For more information, visit www.kniferiver.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 its future 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 Contacts: Laura Lueder, MDU Resources manager of communications and public relations, 701-530-1095
Tony Spilde, Knife River senior director of communications, 541-213-0947
Investor Contact: Brent Miller, director of financial projects and investor relations, 701-530-1730