MDU Resources Group Inc. Files Definitive Proxy Statement

Ticker: MDU · Form: DEF 14A · Filed: Mar 29, 2024 · CIK: 67716

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, MDU Resources, Shareholder Meeting

TL;DR

<b>MDU Resources Group Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023, detailing executive compensation and historical data.</b>

AI Summary

MDU RESOURCES GROUP INC (MDU) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Filing is a Definitive Proxy Statement (DEF 14A) for MDU Resources Group Inc. The report covers the fiscal year ending December 31, 2023. The filing includes data related to executive compensation, specifically stock awards and pension values for PEO and Non-PEO members. Historical data for Jacobs Engineering Group Inc. and MYR Group Inc. from 2019-2023 is referenced. The filing date is March 29, 2024, with the report period ending May 14, 2024.

Why It Matters

For investors and stakeholders tracking MDU RESOURCES GROUP INC, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation packages and voting matters, enabling informed decisions at the upcoming shareholder meeting. The inclusion of historical data for previously associated companies like Jacobs Engineering Group Inc. and MYR Group Inc. may offer context for current executive compensation structures or past performance evaluations.

Risk Assessment

Risk Level: — MDU RESOURCES GROUP INC shows moderate risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did MDU RESOURCES GROUP INC file this DEF 14A?

MDU RESOURCES GROUP INC filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by MDU RESOURCES GROUP INC (MDU).

Where can I read the original DEF 14A filing from MDU RESOURCES GROUP INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by MDU RESOURCES GROUP INC.

What are the key takeaways from MDU RESOURCES GROUP INC's DEF 14A?

MDU RESOURCES GROUP INC filed this DEF 14A on March 29, 2024. Key takeaways: Filing is a Definitive Proxy Statement (DEF 14A) for MDU Resources Group Inc.. The report covers the fiscal year ending December 31, 2023.. The filing includes data related to executive compensation, specifically stock awards and pension values for PEO and Non-PEO members..

Is MDU RESOURCES GROUP INC a risky investment based on this filing?

Based on this DEF 14A, MDU RESOURCES GROUP INC presents a moderate-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

What should investors do after reading MDU RESOURCES GROUP INC's DEF 14A?

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions. The overall sentiment from this filing is neutral.

How does MDU RESOURCES GROUP INC compare to its industry peers?

MDU Resources Group Inc. operates in the energy and utility sectors, providing essential services.

Are there regulatory concerns for MDU RESOURCES GROUP INC?

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information relevant to shareholders.

Industry Context

MDU Resources Group Inc. operates in the energy and utility sectors, providing essential services.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information relevant to shareholders.

What Investors Should Do

  1. Review the executive compensation tables for PEO and Non-PEO members.
  2. Examine any proposals or resolutions presented for shareholder vote.
  3. Note the historical data provided for Jacobs Engineering Group Inc. and MYR Group Inc.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard proxy statement, and does not represent a change from previous filings of this type.

Filing Stats: 4,427 words · 18 min read · ~15 pages · Grade level 12.2 · Accepted 2024-03-29 10:07:42

Key Financial Figures

Filing Documents

Business

Business 2. Advisory vote to approve the compensation paid to the company's named executive officers; 3. Ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2024; and 4. Transaction of any other business that may properly come before the meeting or any adjournment(s) thereof. Record Date The board of directors has set the close of business on March 15, 2024, as the record date for the determination of stockholders who will be entitled to notice of, and to vote at, the meeting and any adjournment(s) thereof. Meeting Attendance All stockholders as of the record date of March 15, 2024, are cordially invited to attend the annual meeting. You must request an admission ticket to attend. If you are a stockholder of record and plan to attend the meeting, please contact MDU Resources Group, Inc. by email at CorporateSecretary@mduresources.com or by telephone at 701-530-1010 to request an admission ticket. A ticket will be sent to you by mail. If your shares are held beneficially in the name of a bank, broker, or other holder of record, and you plan to attend the annual meeting, you will need to submit a written request for an admission ticket by mail to: Investor Relations, MDU Resources Group, Inc., P.O. Box 5650, Bismarck, ND 58506 or by email at CorporateSecretary@mduresources.com. The request must include proof of stock ownership as of March 15, 2024, such as a bank or brokerage firm account statement or a legal proxy from the bank, broker, or other holder of record confirming ownership. A ticket will be sent to you by mail. Requests for admission tickets must be received no later than May 7, 2024. You must present your admission ticket and state-issued photo identification, such as a driver's license, to gain admittance to the meeting. Proxy Materials This Proxy Statement will first be sent to stockholders requesting written materials on or about March 29, 2024. A Notice of Availa

EXECUTIVE COMPENSATION (continued)

EXECUTIVE COMPENSATION (continued) Annual Meeting Information 1 Compensation Committee Report 67 Company Overview 2 Compensation Policies and Practices as They Business Performance Highlights 4 Relate to Risk Managemen t 67 Financial Performance Highlights 5

Executive Compensation Tables

Executive Compensation Tables 69 Corporate Governance Practices 6 Summary Compensation Table 69 Compensation Highlights 8 Grants of Plan-Based Awards 71 Sustainability Highlights 10 Outstanding Equity Awards at Fiscal Year-End 73 BOARD OF DIRECTORS Option Exercises and Stock Vested 74

Election of Directors

Item 1. Election of Directors 18 Pension Benefits 75 Director Nominees 19 Nonqualified Deferred Compensation 76 Board Evaluations and Process for Selecting Directors 24 Potential Payments upon Termination or Board Skills and Diversity Matrix 25 Change in Control 78 CORPORATE GOVERNANCE CEO Pay Ratio Disclosure 81 Director Independence 27 Pay Versus Performance 81 Oversight of Sustainability 27 AUDIT MATTERS Stockholder Engagement 29

Ratification of the Appointment of

Item 3. Ratification of the Appointment of Stockholder Communications with the Board 29 Deloitte & Touche LLP as the Company's Independent Board Leadership Structure 30 Registered Public Accounting Firm for 2024 86 Board's Role in Risk Oversight 30 Annual Evaluation and Selection of Deloitte & Board Meetings and Committees 32 Touche LLP 86 Additional Governance Features 35 Audit Fees and Non-Audit Fees 87 Corporate Governance Materials 38 Policy on Audit Committee Pre-Approval of Audit Related Person Transaction Disclosure 38 and Permissible Non-Audit Services 87 COMPENSATION OF NON-EMPLOYEE DIRECTORS Audit Committee Report 88 Director Compensation 40 INFORMATION ABOUT THE ANNUAL MEETING

SECURITY OWNERSHIP

SECURITY OWNERSHIP Who Can Vote 89

Security Ownership Table

Security Ownership Table 43 Notice and Access 89 Hedging Policy 43 How to Vote 89 Greater than 5% Beneficial Owners 44 Revoking Your Proxy or Changing Your Vote 89

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION Discretionary Voting Authority 90

Advisory Vote to Approve the Compensation Paid

Item 2. Advisory Vote to Approve the Compensation Paid Voting Standards 90 to the Company's Named Executive Officers 45 Proxy Solicitation 90 Information Concerning Executive Officers 46 Electronic Delivery of Proxy Statement 91 Compensation Discussion and Analysis 47 Householding of Proxy Materials 91 Executive Summary 47 MDU Resources Group, Inc. 401(k) Plan 91 2023 Compensation Framework 51 Annual Meeting Admission and Guidelines 91 2023 Compensation for Our Named Executive Officers 55 Conduct of the Meeting 92 Other Benefits 64 Stockholder Proposals, Director Nominations, and Compensation Governance 66 Other Items of Business for 2025 Annual Meeting 92 MDU Resources Group, Inc. Proxy Statement Proxy Statement Cautionary information and forward-looking statements. This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are all statements other than statements of historical fact, including without limitation those statements that are identified by the words "anticipates," "estimates," "expects," "intends," "plans," "predicts" and similar expressions, and include statements concerning plans, trends, objectives, goals, strategies, including the anticipated separation of the company's construction services business or the proposed future structure of two pure-play publicly traded companies, future events, or performance, and underlying assumptions (many of which are based, in turn, upon further assumptions) and other statements that are other than statements of historical facts. Forward-looking state

Election of Directors FOR Each Nominee

Item 1. Election of Directors FOR Each Nominee 18 Item 2. Advisory Vote to Approve the Compensation Paid to the Company's Named Executive Officers FOR 45 Place Item 3. Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2024 FOR 86 MDU Resources Corporate Office 1200 West Century Avenue Bismarck, ND 58506 Proxy Distribution This Proxy Statement will first be sent to stockholders requesting written materials on or about March 29, 2024. Who Can Vote If you held shares of MDU Resources Group, Inc. common stock at the close of business on March 15, 2024, you are entitled to vote at the annual meeting. You are encouraged to vote in advance of the meeting using one of the following voting methods. How to Vote Registered Stockholders If your shares are held directly with our stock registrar, you can vote any one of four ways: : By Internet: Go to the website shown on the Notice of Availability of Proxy Materials (Notice) or Proxy Card, if you received one, and follow the instructions. ) By Telephone: Call the telephone number shown on the Notice or Proxy Card, if you received one, and follow the instructions given by the voice prompts. Voting via the Internet or by telephone authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the Proxy Card by mail. Your voting instructions may be transmitted up until 11:59 p.m. Eastern Time on May 13, 2024. * By Mail: If you received a paper copy of the Proxy Statement, Annual Report, and Proxy Card, mark, sign, date, and return the Proxy Card in the postage-paid envelope provided. In Person: Attend the annual meeting, or send a personal representative with an appropriate proxy, to vote by ballot at the meeting. Beneficial Stockholders If you hold shares beneficially in the name of a bank, broker, or other holder of record (sometimes referred to as holding share

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing