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MDU Resources (NYSE: MDU) boosts LTIP share pool and updates ethics policy after 2026 meeting

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

MDU Resources Group, Inc. held its annual stockholders’ meeting on May 11, 2026, where stockholders approved an amended and restated Long-Term Performance-Based Incentive Plan. The amendment increased shares available for issuance under the plan by 6,564,000, bringing the total authorization to 15,806,806 shares, and expanded eligibility to allow a director emeritus to participate. Stockholders also approved, on an advisory basis, compensation for the named executive officers and ratified Deloitte & Touche LLP as independent auditor for fiscal 2026. The board later adopted an updated code of business conduct, the “Leading With Integrity Policy,” covering all directors, officers, and employees, with clarifications on artificial intelligence, confidential information, conflicts of interest, physical security, and regulatory compliance.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics Governance
The company amended or granted a waiver from its code of ethics for senior financial officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Additional LTIP shares 6,564,000 shares Increase in shares available under LTIP approved May 11, 2026
Total LTIP share pool 15,806,806 shares Total shares available for issuance under amended LTIP
Say-on-pay support 155,483,583 votes for Advisory vote to approve executive compensation
LTIP approval votes for 154,587,051 votes Stockholder approval of LTIP
Auditor ratification votes for 173,965,507 votes Ratification of Deloitte & Touche LLP for fiscal 2026
Director example vote total 157,868,483 votes for Votes for director nominee Charles M. Kelley
Long-Term Performance-Based Incentive Plan financial
"stockholders approved the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan, as amended and restated"
director emeritus financial
"expanded eligibility for a director emeritus to participate in the LTIP"
code of business conduct regulatory
"adopted an updated and revised code of business conduct, referred to as the “Leading With Integrity Policy”"
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2026

MDU Resources Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware1-0348030-1133956
(State or other jurisdiction of(Commission File Number)(IRS Employer Identification No.)
incorporation)

1200 West Century Avenue
P.O. Box 5650
Bismarck, North Dakota
(Address of principal executive offices)
58506
(Zip Code)

Registrant’s telephone number, including area code: (701) 530-1000
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1.00 per shareMDUNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual stockholders’ meeting of MDU Resources Group, Inc. (the “Company”) held on May 11, 2026 (the “Annual Meeting”), the Company’s stockholders approved the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan, as amended and restated (the “LTIP”). The material changes to the LTIP were as follows: (1) increased the number of shares of the Company’s common stock available for issuance under the LTIP by 6,564,000 shares, for a total of 15,806,806 shares available for issuance; and (2) expanded eligibility for a director emeritus to participate in the LTIP. The LTIP became effective immediately upon stockholder approval at the Annual Meeting. Each of Nicole A. Kivisto, President and Chief Executive Officer; Jason L. Vollmer, Chief Financial Officer; Garret Senger, Chief Utilities Officer; Anthony D. Foti, Chief Legal Officer and Corporate Secretary; and Rob L. Johnson, President, WBI Energy, Inc., collectively referred to as the Company’s named executive officers (the “NEOs”), as well as other officers of the Company, participate in the LTIP. A summary of the material terms of the LTIP is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 1, 2026 (the “Proxy Statement”). The summaries of the LTIP set forth above, and in the Proxy Statement, are qualified in their entirety by reference to the full text of the LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 5.05.
Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On May 13, 2026, the Company’s Board of Directors (the “Board”) adopted an updated and revised code of business conduct, referred to as the “Leading With Integrity Policy” (the “Policy”), as part of the Company’s periodic review process. This Policy applies to all non-employee directors, director emeriti, officers, and employees of the Company and its subsidiaries. The updates and revisions to the Policy, among other things: (i) clarify and revise provisions relating to artificial intelligence, confidential information, conflicts of interest, physical security, and regulatory compliance, and (ii) make other non-substantive administrative and stylistic changes. The summary description of these updates and revisions to the Policy set forth above is qualified in its entirety by reference to the full text of the Policy, as amended, which can be found on the Company’s corporate website at investor.mdu.com/governance/governance-documents/. The contents on the Company’s corporate website are not incorporated by reference in this report.

Item 5.07.
Submission of Matters to a Vote of Security Holders.
On May 11, 2026, the Company held the Annual Meeting in a virtual-only format and stockholders voted on the four proposals set forth below. The final voting results are listed below.

Proposal 1: Election of Directors. Stockholders elected the eight nominees to the Board for one-year terms expiring at the annual stockholders’ meeting to be held in 2027, based upon the votes set forth in the table below:

Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
Darrel T. Anderson
156,497,374 1,772,995 207,111 25,924,878 
Vernon A. Dosch
157,748,991 508,798 219,691 25,924,878 
Marian M. Durkin
156,077,464 1,507,033 892,983 25,924,878 
Douglas W. Jaeger
157,108,513 1,149,629 219,338 25,924,878 
Charles M. Kelley157,868,483 382,487 226,510 25,924,878 
Nicole A. Kivisto
157,782,494 498,930 196,056 25,924,878 
Tammy J. Miller157,313,621 952,917 210,942 25,924,878 
Priti R. Patel
157,647,380 608,760 221,340 25,924,878 

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Proposal 2: Advisory Vote to Approve Executive Compensation. Stockholders approved, on an advisory basis, the compensation of the NEOs, based upon the votes set forth in the table below:

Votes For
Votes Against
Abstentions
Broker Non-Votes
155,483,5832,448,238 545,659 25,924,878 

Proposal 3: Approval of LTIP. Stockholders approved the LTIP, based upon the votes set forth in the table below:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
154,587,0512,817,302 1,073,127 25,924,878 

Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026, based upon the votes set forth in the table below:

Votes ForVotes AgainstAbstentions
173,965,50710,089,093 347,758 

Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.
Description
10.1
MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan, as amended and restated.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).








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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: May 13, 2026
MDU Resources Group, Inc.
By:/s/ Anthony D. Foti
Name:Anthony D. Foti
Title:Chief Legal Officer and Corporate Secretary

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Source: View Original Filing on SEC EDGAR

FAQ

What did MDU (MDU) stockholders approve at the 2026 annual meeting?

Stockholders approved an amended Long-Term Performance-Based Incentive Plan, an advisory vote on executive compensation, and ratified Deloitte & Touche LLP as auditor for 2026. They also elected eight directors to one-year terms ending at the 2027 annual meeting.

How many additional shares were added to MDU’s long-term incentive plan?

The plan’s share pool increased by 6,564,000 shares, resulting in 15,806,806 total shares available for issuance. This expanded authorization supports future equity-based awards to named executive officers, other officers, and eligible participants under the plan.

Did MDU (MDU) stockholders approve executive compensation in 2026?

Yes. Stockholders approved, on an advisory basis, compensation for the named executive officers with 155,483,583 votes for, 2,448,238 against, 545,659 abstentions, and 25,924,878 broker non-votes, indicating clear majority support for the existing pay programs.

Who was elected to MDU’s board of directors at the 2026 meeting?

Eight nominees were elected: Darrel T. Anderson, Vernon A. Dosch, Marian M. Durkin, Douglas W. Jaeger, Charles M. Kelley, Nicole A. Kivisto, Tammy J. Miller, and Priti R. Patel. Each will serve a one-year term ending at the 2027 annual stockholders’ meeting.

What governance policy updates did MDU adopt in May 2026?

The board adopted the “Leading With Integrity Policy,” an updated code of business conduct. It clarifies provisions on artificial intelligence, confidential information, conflicts of interest, physical security, and regulatory compliance, and applies to all non-employee directors, director emeriti, officers, and employees.

Which auditor did MDU (MDU) stockholders ratify for fiscal year 2026?

Stockholders ratified Deloitte & Touche LLP as MDU’s independent registered public accounting firm for fiscal 2026, with 173,965,507 votes for, 10,089,093 against, and 347,758 abstentions, reflecting strong support for continuing the existing audit relationship.

Who participates in MDU’s Long-Term Performance-Based Incentive Plan?

Participants include named executive officers such as the President and Chief Executive Officer, Chief Financial Officer, Chief Utilities Officer, Chief Legal Officer and Corporate Secretary, and the President of WBI Energy, Inc., along with other officers and, under the amendment, a director emeritus.

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