Knife River Corp
For the period ended May 20, 2026. Filed Apr 6, 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 20, 2026 · Filed Apr 6, 2026
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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
Knife River Corporation
(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
2026 Notice of Annual Meeting of
Stockholders and Proxy Statement
Annual Meeting
Wednesday, May 20, 2026
10:00 a.m. Central Daylight Saving Time
www.virtualshareholdermeeting.com/KNF2026
www.kniferiver.com
PO Box 5568Bismarck, ND 58506-5568Street Address:1150 West Century AvenueBismarck, ND 58506(701) 530-1400
April 6, 2026
Fellow Stockholders:
I invite you to attend our annual meeting on May 20, 2026 at 10:00 a.m. CDT online by visiting www.virtualshareholdermeeting.com/KNF2026, where you will have the opportunity to listen to the annual meeting live, submit questions, and vote. The annual meeting will be held entirely online live via audio webcast. Please check our website at www.knfproxy.com for additional information about our annual meeting.
During the annual meeting, we will hear the results of stockholder voting on the items outlined in this Proxy Statement, including election of two Class III directors, the advisory vote regarding the compensation paid to our named executive officers, and ratification 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.
Knife River had a solid year in 2025, advancing key strategic initiatives and building momentum throughout the year. Entering 2026, we have record year-end backlog of $1 billion, which includes the opportunity to pull through our higher-margin materials. We will continue our efforts to optimize pricing and drive efficiencies at our plants, and we further expect to continue our strategic organic and inorganic growth activity. We believe we have the strategy and framework in place to achieve our financial goals and to continue delivering long-term stockholder value.
I appreciate your investment in Knife River, and I look forward to visiting with you on May 20, 2026.
Sincerely,
Brian R. Gray
President and Chief Executive Officer
Notice of Annual Meeting ofStockholders to be Held May 20, 2026
1150 West Century Avenue; P.O. Box 5568,
Bismarck, North Dakota, 58506-5568
April 6, 2026
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the annual meeting) of Knife River Corporation (the company) will be held on Wednesday, May 20, 2026, at 10:00 a.m. Central Daylight Saving Time. The annual meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/KNF2026, where you will be able to listen to the annual meeting live, submit questions, and vote.
The annual meeting will be held for the following purposes:
| Items of Business | 1. | Election of two Class III directors; |
| 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 2026; and | |
| 4. | Transaction of any other business that may properly come before the annual meeting or any adjournment(s) thereof. | |
| Record Date | The board of directors has set the close of business on March 27, 2026, as the record date for the determination of stockholders who will be entitled to notice of, and to vote at, the annual meeting and any adjournment(s) thereof. | |
| Annual Meeting Attendance | All stockholders, as of the record date of March 27, 2026, are cordially invited to attend the annual meeting. Whether or not you plan to attend the annual meeting online, please vote your shares as instructed in the Notice of Availability of Proxy Materials (Notice), over the Internet, or by telephone after your receipt of hard copies of the proxy materials, as promptly as possible. You may also request a paper Proxy Card, which will include a postage-paid envelope, to submit your vote by mail, as described in the Notice. You may also vote your shares online and submit your questions during the annual meeting. Instructions on how to vote while participating at the annual meeting live via the Internet are posted at www.virtualshareholdermeeting.com/KNF2026 and can be found in the Proxy Statement in the section entitled “Information About the Annual Meeting - How to Attend and Vote at the Annual Meeting.” Stockholders of record who attend the annual meeting online may withdraw their proxy and vote online at the annual meeting if they so desire. | |
| Proxy Materials | This Proxy Statement will first be sent to stockholders requesting written materials on or about April 6, 2026. The Notice will also be sent to certain stockholders on or about April 6, 2026. The Notice contains basic information about the annual meeting and instructions on how to view the company’s proxy materials and vote online. |
The list of stockholders entitled to vote at the annual meeting will be available for examination 10 days prior to the annual meeting at the company’s principal executive office, 1150 West Century Avenue, P.O. Box 5568, Bismarck, North Dakota, 58506-5568.
By order of the Board of Directors,
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on May 20, 2026.The 2026 Notice of Annual Meeting and Proxy Statement and 2025 Annual Report to Stockholders are available at www.knfproxy.com
Karl A. Liepitz
Vice President, Chief Legal Officer and Secretary
| PROXY STATEMENT SUMMARY · EXECUTIVE COMPENSATION (continued) | |||||
|---|---|---|---|---|---|
| Annual Meeting Information | 1 | Compensation Policies and Practices as They Relate to Risk Management | 60 | ||
| Company Overview | 4 | ||||
| Business Performance Highlights | 4 | Executive Compensation Tables | 62 | ||
| Corporate Governance Practices | 6 | Summary Compensation Table | 62 | ||
| Compensation Highlights | 7 | Grants of Plan-Based Awards | 64 | ||
| Sustainability | 7 | Outstanding Equity Awards at Fiscal Year-End | 66 | ||
| BOARD OF DIRECTORS | Option Exercises and Stock Vested | 67 | |||
| Item 1. Election of Directors | 12 | Pension Benefits | 67 | ||
| Director Nominees | 14 | Nonqualified Deferred Compensation | 69 | ||
| Board Composition and Effectiveness | 21 | Potential Payments upon Termination or Change in Control | 70 | ||
| Board Skills and Characteristics | 22 | ||||
| CORPORATE GOVERNANCE | CEO Pay Ratio Disclosure | 75 | |||
| Director Independence | 25 | Pay Versus Performance | 76 | ||
| Oversight of Sustainability | 25 | AUDIT MATTERS | |||
| Stockholder Engagement | 27 | Item 3. Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2026 | 80 | ||
| Stockholder Communications with the Board | 28 | ||||
| Board Leadership Structure | 28 | ||||
| Board’s Role in Risk Oversight | 28 | Annual Evaluation and Selection of Deloitte & Touche LLP | 80 | ||
| Board Meetings and Committees | 31 | ||||
| Additional Governance Features | 35 | Audit Fees and Non-Audit Fees | 81 | ||
| Corporate Governance Materials | 38 | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services | 82 | ||
| Related Person Transaction Disclosure | 38 | ||||
| COMPENSATION OF NON-EMPLOYEE DIRECTORS | Audit Committee Report | 83 | |||
| Director Compensation | 39 | INFORMATION ABOUT THE ANNUAL MEETING | |||
| SECURITY OWNERSHIP | Who Can Vote | 84 | |||
| Security Ownership Table | 42 | Notice and Access | 84 | ||
| Stock Hedging and Pledging Policy | 42 | How to Vote | 85 | ||
| Greater than 5% Beneficial Owners | 43 | How to Attend and Vote at the Annual Meeting | 86 | ||
| EXECUTIVE COMPENSATION | Technical Difficulties | 86 | |||
| Item 2. Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers | 44 | Revoking Your Proxy or Changing Your Vote | 87 | ||
| Discretionary Voting Authority | 87 | ||||
| Information Concerning Executive Officers | 45 | Voting Standards | 88 | ||
| Compensation Discussion and Analysis | 46 | Proxy Solicitation | 88 | ||
| Executive Summary | 46 | Householding of Proxy Materials | 89 | ||
| Compensation Framework | 49 | Knife River Corporation 401(k) Plan | 89 | ||
| Compensation for Named Executive Officers | 50 | Why Hold a Virtual Annual Meeting | 89 | ||
| Other Benefits | 54 | Tabulation of Votes | 89 | ||
| Compensation Decision Process | 56 | Annual Meeting Results | 89 | ||
| Compensation Governance | 57 | Stockholder Proposals, Director Nominations, and Other Items of Business for 2027 Annual Meeting | 90 | ||
| Compensation Committee Report | 59 | ||||
Cautionary note regarding 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 (Exchange Act). 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, projections, objectives, goals, strategies, 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. From time to time, the company may publish or otherwise make available forward-looking statements of this nature, including statements related toour Competitive EDGE initiatives (EDGE) implemented to improve margins and to execute on other strategic initiatives aimed at generating long-term profitable growth, shareholder value creation, expected long-term goals, expected backlog margin, acquisitions, financing plans, and expected federal and state funding for infrastructure or other proposed strategies.
Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. Our expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Nonetheless, our expectations, beliefs or projections may not be achieved or accomplished and changes in such assumptions and factors could cause actual future results to differ materially.
Any forward-looking statement contained in this document speaks only as of the date on which the statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances that occur after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time, and it is not possible for management to predict all the factors, nor can it assess the effect of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. All forward-looking statements, whether written or oral and whether made by or on behalf of our company, are expressly qualified by the risk factors and cautionary statements reported in the section entitled “Item 1A. Risk Factors” in Part I of the company’s 2025 Annual Report on Form 10-K (2025 Form 10-K) and subsequent filings with the United States Securities and Exchange Commission (SEC).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.