form8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):  April 26, 2011




MDU Resources Group, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
  
1-3480
  
41-0423660
(State or other jurisdiction of
incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
         
1200 West Century Avenue
P.O. Box 5650
Bismarck, North Dakota  58506-5650
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (701) 530-1000


______________


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))


 
 
 

Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan (“Plan”) is used to grant annual and long-term incentive awards to the MDU Resources Group, Inc. (the “Company”) officers and key employees.  At its meetings on November 11, 2010 and February 17, 2011, the Board of Directors of the Company (the “Board”) approved amendments to the Plan, subject to stockholder approval, to add new performance goals that may be used for awards under the Plan intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”).  The stockholders approved the material terms of the performance goals under the Plan, including the amendments, for purposes of Section 162(m) at the Annual Meeting of Stockholders held on April 26, 2011.  The terms of the Plan are described in the Company’s 2011 Proxy Statement, which was filed with the Securities and Exchange Commission on March 11, 2011 (the “2011 Proxy Statement”), which description is incorporated herein by reference.

Item 5.07                      Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting of Stockholders was held on April 26, 2011.  Five Company proposals were submitted to stockholders as described in the 2011 Proxy Statement.  The proposals and the results of the stockholder vote are as follows.

 
Shares
For
Shares
Against
Abstentions
Broker
Non-Votes
Proposal to elect ten directors for one-year terms:
 
        
Thomas Everist
121,409,196.454
2,232,945.293
627,471.097
42,008,581.000
Karen B. Fagg
122,232,788.918
1,392,265.270
644,558.656
42,008,581.000
Terry D. Hildestad
122,554,526.848
1,119,910.792
595,175.204
42,008,581.000
A. Bart Holaday
122,028,121.172
1,576,624.763
664,866.909
42,008,581.000
Dennis W. Johnson
122,286,214.014
1,334,923.353
648,475.477
42,008,581.000
Thomas C. Knudson
122,307,811.653
1,301,603.740
660,197.451
42,008,581.000
Richard H. Lewis
122,164,185.682
1,436,707.617
668,719.545
42,008,581.000
Patricia L. Moss
120,807,700.814
2,719,347.471
742,564.559
42,008,581.000
Harry J. Pearce
121,633,638.899
1,998,564.890
637,409.055
42,008,581.000
John K. Wilson
121,904,077.626
1,687,882.619
677,652.599
42,008,581.000

All of the Company’s nominees were elected, having received more votes cast “for” their election than “against” their election.

 
Shares
For
Shares
Against
Abstentions
Broker
Non-Votes
Proposal to approve the material terms of the performance goals under the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan for purposes of Internal Revenue Code Section 162(m)
117,752,949.429
5,237,061.631
1,279,601.784
42,008,581.000


 
 
 


The proposal was approved, having received the affirmative vote of a majority of the common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal, as well as a majority of votes cast in favor of approval for purposes of Section 162(m).

 
Shares
For
Shares
Against
Abstentions
Broker
Non-Votes
Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2011
157,913,377.214
7,609,144.193
755,672.437
0.000

The proposal was approved, having received the affirmative vote of a majority of the common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal.

 
Shares
For
Shares
Against
Abstentions
Broker
Non-Votes
Advisory vote to approve the compensation paid to the Company’s named executive officers
116,259,435.072
6,129,521.380
1,880,656.392
42,008,581.000

The proposal was approved, in an advisory vote, having received the affirmative vote of a majority of the common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal.

 
1 Year
2 Years
3 Years
Abstentions
Broker
Non-Votes
Advisory vote on frequency of vote to approve the compensation paid to the Company’s named executive officers
106,397,224.191
2,069,976.398
14,086,139.575
1,716,097.680
42,008,756.000

The frequency of “1 year” was recommended by stockholders, having received the affirmative vote of a majority of the common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal.





 
 
 


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:  April 27, 2011

 
MDU Resources Group, Inc.


 
By:
/s/ Paul K. Sandness
  
 
Paul K. Sandness
 
General Counsel and Secretary