MDU Resources Group Inc. Files 8-K for Material Agreement

TL;DR

MDU Resources signed a big deal, filing an 8-K on March 14th. Details TBD.

AI Summary

MDU Resources Group Inc. announced on March 14, 2024, that it has entered into a material definitive agreement. The company, headquartered in Bismarck, North Dakota, filed a Form 8-K with the SEC to report this event. The filing does not disclose specific details of the agreement or any associated financial figures.

Why It Matters

This filing indicates a significant business development for MDU Resources Group Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications, but lacks specific details to fully assess the risk.

Key Players & Entities

• MDU Resources Group Inc (company) — Registrant
• March 14, 2024 (date) — Date of Report
• Bismarck, North Dakota (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $1.00 — ch registered) Common Stock, par value $1.00 per share MDU New York Stock Exchange

Filing Documents

• mdu-20240314.htm (8-K) — 30KB
• exhibit101-amendedcorvexco.htm (EX-10.1) — 139KB
• 0000067716-24-000026.txt ( ) — 345KB
• mdu-20240314.xsd (EX-101.SCH) — 2KB
• mdu-20240314_def.xml (EX-101.DEF) — 14KB
• mdu-20240314_lab.xml (EX-101.LAB) — 25KB
• mdu-20240314_pre.xml (EX-101.PRE) — 15KB
• mdu-20240314_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 14, 2024, MDU Resources Group, Inc. ("MDU Resources" or the "Company") entered into an Amended and Restated Cooperation Agreement (the "A&R Cooperation Agreement") with Keith A. Meister and Corvex Management LP (Mr. Meister and Corvex Management LP, together with their respective affiliates, the "Corvex Group"). Pursuant to the A&R Cooperation Agreement, the Company agreed to include James H. Gemmel as a nominee for election to the board of directors of the Company at the 2024 Annual Meeting for a term expiring at the Company's 2025 annual meeting of stockholders (the "2025 Annual Meeting"). Additionally, the A&R Cooperation Agreement amends the terms upon which Mr. Gemmel (or his replacement pursuant to the A&R Cooperation Agreement) will be required to resign from the Board, such that his future resignation will be effective upon the earliest of the following: (i) the second business day following such time as the Corvex Group ceases to hold a "net long position" (as defined in the A&R Cooperation Agreement) of at least 8,100,000 shares of the Company's common stock, par value $1.00 per share; (ii) the completion of the Company's previously announced distribution of the equity of MDU Construction Services Group, Inc. to the Company's stockholders (in one or a series of transactions), and/or the closing of any sale, distribution or other disposal (in one or a series of transactions) of any such shares or the business of MDU Construction Services Group, Inc. not so distributed, in each case, such that the Company and any subsidiary thereof, no longer holds, directly or indirectly, any equity interest or any other securities in MDU Construction Services Group, Inc. or its business; (iii) the date of the 2025 Annual Meeting, unless the Board has determined to nominate Mr. Gemmel (or his replacement pursuant to the A&R Cooperation Agreement) for election at the 2025 Annual Meeting; and (iv) the

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 A&R Cooperation Agreement , dated as of March 14 , 2024, by and among Keith A. Meister, Corvex Management LP and MDU Resources Group, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 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: March 18, 2024 MDU Resources Group, Inc. By: /s/ Paul R. Sanderson Paul R. Sanderson Vice President, Chief Legal Officer and Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR