MDU RESOURCES GROUP INC
For the period ended May 11, 2026. Filed Apr 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 11, 2026 · Filed Apr 1, 2026
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Contents
Cover page
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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
Filed by the Registrant ☒
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)) |
| ☒ | 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):
| ☒ | 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 |
Table of Contents
| 1 | Message from our CEO |
| 2 | Message from our Chair |
| 3 | Notice of Annual Meeting |
| 4 | Proxy Summary |
| 5 | About MDU Resources |
| 9 | Voting Roadmap |
| 13 | Proposal 1: Election of Directors |
| 13 | Director Nominees |
| 14 | Director Qualifications |
| 15 | Director Nominees at a Glance |
| 21 | Director Nominees’ Skillset Matrix |
| 23 | Governance |
| 23 | Our Board of Directors |
| 31 | Our Board’s Oversight of Our Business |
| 37 | Stockholder Engagement |
| 38 | Communications With Our Board |
| 39 | Committees |
| 41 | Director Compensation |
| 41 | Key Principles of Director Compensation Program |
| 42 | Components of Director Compensation Program |
| 42 | Governance |
| 43 | 2025 Director Compensation |
| 44 | Our Executive Officers |
| 45 | Proposal 2: Advisory Vote to Approve NEO Compensation |
| 46 | Executive Compensation |
| 46 | Compensation Discussion and Analysis |
| 62 | Compensation Committee Report |
| 62 | Compensation Committee Interlocks and Insider Participation |
| 62 | Compensation Program and Risk |
| 63 | Summary Compensation Table |
| 65 | Grants of Plan-Based Awards in 2025 |
| 66 | Outstanding Equity Awards at 2025 Year-End |
| 67 | Stock Vested in 2025 |
| 67 | Pension Benefits in 2025 |
| 68 | Nonqualified Deferred Compensation in 2025 |
| 69 | Potential Payments Upon Termination or Change in Control |
| 71 | CEO Pay Ratio |
| 72 | Pay Versus Performance |
| 77 | Proposal 3: Approval of Amended and Restated LTIP |
| 77 | Material Changes |
| 77 | Why Stockholders Should Approve the Proposal |
| 78 | Historical Net Burn Rate and Overhang |
| 78 | Key Provisions of the LTIP, As Amended and Restated |
| 82 | Accounting Treatment |
| 83 | Awards Granted Under LTIP |
| 84 | Equity Compensation Plan Information |
| 85 | Proposal 4: Ratification of Appointment of Our Independent Registered Public Accounting Firm |
| 85 | Audit and Non-Audit Fees |
| 86 | Audit Committee Preapproval Policies and Procedures |
| 86 | Audit Committee Report |
| 88 | Responsible Business Stewardship |
| 89 | Stockholder Ownership |
| 89 | Directors and Executive Officers |
| 90 | Principal Stockholders |
| 90 | Delinquent Section 16(a) Reports |
| 92 | Additional Information |
| 92 | Deadlines and Procedures for Nominations and Stockholder Proposals for the 2027 Annual Meeting |
| 93 | Frequently Asked Questions |
| 97 | No Incorporation by Reference |
| 98 | Cautionary Note Regarding Forward-Looking Statements |
| 99 | Glossary |
| 100 | Helpful Resources |
| 101 | Appendix (Amended and Restated LTIP) |
See Glossary on page 99 for definitions of some of the terms used in this Proxy Statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.