Document

DEF 14A 1 a2021mdudefinitiveproxy-ne.htm MDU RESOURCES GROUP, INC. 2021 PROXY STATEMENT Document

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. )

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¨ 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)

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			March 26, 2021

Fellow Stockholders:

I invite you to join me, along with our Board of Directors and members of our senior management team, for our annual meeting at 11 a.m. May 11, 2021. We intend to hold this meeting in person at 909 Airport Road in Bismarck, North Dakota. Please contact us or check our website at www.mdu.com/proxymaterials for updates and additional information about joining our meeting.

At 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, the advisory vote to approve the compensation paid to our named executive officers, and ratification of our independent auditors. I encourage you to follow the instructions on your proxy card to vote your shares in advance of the meeting.

Also during the meeting, I look forward to providing you with an overview of our outstanding 2020 financial results and the operational excellence we achieved despite the challenges our country faced during the year. In these unprecedented times, our employees continue to demonstrate their dedication to providing the essential products and services that are necessary for Building a Strong America.®

I will provide details during the meeting as well about what we expect this year and beyond as we grow each of our lines of business.

I look forward to seeing you May 11 if it is safe for us to gather in person.

We appreciate your continued investment in MDU Resources and remain committed to providing you with the long-term returns you expect.


			Sincerely,

			David L. Goodin
			President and Chief Executive Officer

MDU Resources Group, Inc. Proxy Statement

Proxy Statement

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 11, 2021

March 26, 2021

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of MDU Resources Group, Inc. will be held at 909 Airport Road, Bismarck, North Dakota 58504, on Tuesday, May 11, 2021, at 11:00 a.m., Central Daylight Saving Time, for the following purposes:


Items of Business	1.	Election of 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 2021; 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 12, 2021, 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.


Meeting Attendance	All stockholders as of the record date of March 12, 2021, 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 12, 2021, 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 4, 2021. You must present your admission ticket and state-issued photo identification, such as a driver’s license, to gain admittance to the meeting. We are actively monitoring the public health and travel safety concerns relating to the coronavirus (COVID-19). You are encouraged to vote in advance of the meeting using one of the voting methods set forth on page 69. In the event it is not possible or advisable to hold our annual meeting as currently planned, we will announce additional or alternative arrangements for the meeting on our company website at www.mdu.com/proxymaterials. For additional information, see Public Health Concerns on page 7 2.


Proxy Materials	Notice of Availability of Proxy Materials will be first sent to stockholders on or about March 26, 2021. The Notice contains basic information about the annual meeting and instructions on how to view our proxy materials and vote electronically on the Internet. Stockholders who do not receive the Notice will receive a paper copy of our proxy materials, which will be sent on or about April 1, 2021.


			By order of the Board of Directors,

			Karl A. Liepitz
			Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 11, 2021.
The 2021 Notice of Annual Meeting and Proxy Statement and 2020 Annual Report to Stockholders
are available at www.mdu.com/proxymaterials.

MDU Resources Group, Inc. Proxy Statement

Proxy Statement


TABLE OF CONTENTS
		Page		Page
	PROXY STATEMENT SUMMARY	1	EXECUTIVE COMPENSATION (continued)
	BOARD OF DIRECTORS		Executive Compensation Tables	54
	Item 1. Election of Directors	11	Summary Compensation Table	54
	Director Nominees	12	Grants of Plan-Based Awards	55
	Board Evaluations and Process for Selecting Directors	17	Outstanding Equity Awards at Fiscal Year-End	57
	CORPORATE GOVERNANCE		Option Exercises and Stock Vested	58
	Director Independence	20	Pension Benefits	58
	Sustainability and Social Responsibility	20	Nonqualified Deferred Compensation	60
	Stockholder Engagement	22	Potential Payments upon Termination or
	Board Leadership Structure	22	Change of Control	61
	Board’s Role in Risk Oversight	22	CEO Pay Ratio Disclosure	65
	Board Meetings and Committees	23	AUDIT MATTERS
	Stockholder Communications with the Board	27	Item 3. Ratification of the Appointment of
	Additional Governance Features	27	Deloitte & Touche LLP as the Company’s Independent
	Corporate Governance Materials	29	Registered Public Accounting Firm for 202 1	66

SEC Form DEF 14A filed by MDU Resources Group, Inc.