UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K/A
(Amendment No. 1)
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, 2016
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| | | | |
| 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:
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| [ ] | 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) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note:
On April 27, 2016, MDU Resources Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) to report the results of voting on the proposals submitted to stockholders at the Company’s Annual Meeting of Stockholders on April 26, 2016. The Company is filing this amendment to the Form 8-K to state the correct voting standard under the Item 2 proposal.
Item 5.07 Submission of Matters to a Vote of Security Holders.
MDU Resources Group, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on April 26, 2016. Four Company proposals were submitted to stockholders as described in the Company’s Proxy Statement dated March 16, 2016. The proposals and the results of the stockholder vote are as follows.
1.
|
| | | | |
| | Shares
For | Shares
Against | Abstentions | Broker
Non-Votes |
Proposal to elect ten directors for one-year terms: | | | | |
| Thomas Everist | 132,718,759.964 | 5,569,631.604 | 523,607.537 | 40,305,421.000 |
| Karen B. Fagg | 134,020,283.755 | 4,186,418.152 | 605,297.198 | 40,305,421.000 |
| David L. Goodin | 133,895,685.808 | 4,346,722.333 | 569,590.964 | 40,305,421.000 |
| Mark A. Hellerstein | 136,279,858.441 | 1,891,875.040 | 640,265.624 | 40,305,421.000 |
| A. Bart Holaday | 135,057,161.244 | 2,724,734.369 | 1,030,103.492 | 40,305,421.000 |
| Dennis W. Johnson | 133,701,385.128 | 4,144,462.538 | 966,151.439 | 40,305,421.000 |
| William E. McCracken | 134,089,745.711 | 3,782,403.435 | 939,849.959 | 40,305,421.000 |
| Patricia L. Moss | 132,481,232.046 | 5,706,429.208 | 624,337.851 | 40,305,421.000 |
| Harry J. Pearce | 133,823,595.694 | 4,015,197.110 | 973,206.301 | 40,305,421.000 |
| John K. Wilson | 134,764,829.082 | 3,438,296.419 | 608,873.604 | 40,305,421.000 |
All of the Company’s nominees were elected, having received more votes cast “for” their election than “against” their election.
2.
|
| | | | | | | | |
| | 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) | 132,761,514.740 |
| 5,095,897.174 |
| 954,587.191 |
| 40,305,421.000 |
|
The proposal was approved, having received a majority of votes cast in favor of approval for purposes of Internal Revenue Code Section 162(m).
3.
|
| | | |
| | Shares
For | Shares
Against | Abstentions |
| Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2016 | 176,458,506.631 | 1,729,442.743 | 929,470.731 |
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.
4.
|
| | | | |
| | Shares For | Shares Against | Abstentions | Broker Non-Votes |
| Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers | 118,193,237.239 | 19,013,912.397 | 1,604,849.469 | 40,305,421.000 |
The proposal was approved, on a non-binding advisory basis, 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 amendment to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 28, 2016
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| | |
| | MDU Resources Group, Inc. |
| | |
| | |
| | By: | /s/ Daniel S. Kuntz |
| | | |
| | | Daniel S. Kuntz |
| | | General Counsel and Secretary |
