MDU RESOURCES GROUP INC
For the period ended May 14, 2024. Filed Mar 29, 2024.
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May 14, 2024 · Filed Mar 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantý
Filed by a party other than the Registrant¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under §240.14a-12
MDU Resources Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
ý No fee required
¨ Fee paid previously with preliminary materials
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
2024 Notice of Annual Meeting of
Stockholders and Proxy Statement
Annual Meeting
Tuesday, May 14, 2024
10:30 a.m. Central Daylight Saving Time
1200 West Century Avenue
Bismarck, North Dakota
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March 29, 2024
Fellow Stockholders:
I invite you to attend our annual meeting at 10:30 a.m. CDT May 14, 2024, at 1200 W. Century Ave. in Bismarck, North Dakota. You can join our Board of Directors and senior management team starting at 10 a.m. for coffee and light refreshments before the meeting begins. Please check our website at www.mduproxy.com for more information about our meeting.
During the meeting, we will hear the results of stockholder voting on the items outlined in this Proxy Statement, including election of our Board of Directors and approval of our independent auditors. I encourage you to promptly follow the instructions on your notice or proxy card to vote your shares on these items.
Thanks to the hard work and dedication of our employees, we had record results in 2023. I look forward to sharing our operational highlights with you, including record electric retail sales, record pipeline earnings and transportation volumes, and record construction services revenues and earnings.
I will also provide an update on our progress toward spinning off the construction services business, as we prepare for it to become its own publicly traded company in late 2024. The construction services business is well-positioned to continue its strong growth trajectory as a standalone business with more than $2 billion in backlog at the start of this year.
We are very optimistic about our future as we move toward becoming a pure-play regulated energy delivery business. We have $2.7 billion in planned capital investments over the next five years at our utility and pipeline businesses that will help ensure we continue safely and cost-effectively serving our customers.
I look forward to telling you more about all the exciting initiatives underway at MDU Resources at our May 14 meeting.
Thank you for your continued investment in MDU Resources.
Sincerely,
Nicole A. Kivisto
President and Chief Executive Officer
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1200 West Century Avenue
Mailing Address:
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(701) 530-1000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 14, 2024
March 29, 2024
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of MDU Resources Group, Inc. will be held at 1200 West Century Avenue, Bismarck, North Dakota 58506, on Tuesday, May 14, 2024, at 10:30 a.m., Central Daylight Saving Time, for the following purposes:
| Items of | 1. | Election of directors; |
|---|---|---|
| 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. | |
| MeetingAttendance | 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 Availability of Proxy Materials (Notice) will also be sent to certain stockholders on or about March 29, 2024. The Notice contains basic information about the annual meeting and instructions on how to view our proxy materials and vote online. The list of stockholders entitled to vote at the annual meeting will be available for examination ten (10) days prior to the annual meeting at the company’s principal executive office, 1200 West Century Avenue, P.O. Box 5650, Bismarck, ND 58506. |
By order of the Board of Directors,
Paul R. Sanderson
Secretary
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 14, 2024. The 2024 Notice of Annual Meeting and Proxy Statement and 2023 Annual Report to Stockholders are available at www.mduproxy.com.
| TABLE OF CONTENTS | |||
|---|---|---|---|
| PROXY STATEMENT SUMMARY · 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 Management | 67 |
| Financial Performance Highlights | 5 | 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 | |
| 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 | 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 | Who Can Vote | 89 | |
| 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 | Discretionary Voting Authority | 90 | |
| 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 |
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 statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These risks and uncertainties include, but are not limited to, those described in Part I—Item 1A “Risk Factors” in our 2023 Annual Report on Form 10-K (2023 Form 10-K) and subsequent Securities and Exchange Commission (SEC) filings. Caution should be taken not to place undue reliance on any such forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.