Wdesk | 8-K

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



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))



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

 
MDU Resources Group, Inc.
 
 
 
 
 
By:
/s/ Daniel S. Kuntz
 
 
 
 
 
Daniel S. Kuntz
 
 
General Counsel and Secretary