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Section 1: 8-K (8-K)

Wdesk | Document


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): August 16, 2018

MDU Resources Group, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
1-03480
 
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter). 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.

Election of New Director

On August 16, 2018, the Board of Directors of the Company (the "Board") appointed David M. Sparby to the Board, effective August 16, 2018, to serve until the 2019 Annual Meeting of Stockholders.  The Board has determined that Mr. Sparby will serve on the Audit Committee. As compensation for his service on the Board and Board committees, Mr. Sparby will receive the Company’s standard compensation for non–employee directors. The Board considered the independence of Mr. Sparby under the applicable standards and determined that Mr. Sparby is an independent director.  In connection with his appointment, the Company will enter into an indemnification agreement with Mr. Sparby, which will provide, among other things, that the Company will indemnify Mr. Sparby to the fullest extent permitted by applicable Delaware law and in excess of that expressly permitted by statute, but not to the extent prohibited by law. The terms of the indemnification agreement are described in the Company's Current Report on Form 8-K, dated August 12, 2010, which was filed with the Securities and Exchange Commission on August 17, 2010 (File No. 1-3480), which description is incorporated herein by reference. The press release announcing this election is filed as Exhibit 99 hereto.



Item 9.01 Financial Statements and Exhibits
 
(d)
Exhibits.
 
 
 
Press Release issued August 16, 2018
 


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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: August 16, 2018

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

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EXHIBIT INDEX

Exhibit Number
 
Description of Exhibit
 
Press Release issued August 16, 2018





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Section 2: EX-99 (EXHIBIT 99)

Wdesk | Exhibit
Exhibit 99

394679003_pressrelease.jpg

MDU Resources Elects David M. Sparby to Board of Directors
BISMARCK, N.D. - Aug. 16, 2018 - MDU Resources Group, Inc. (NYSE: MDU) today announced that David M. Sparby has been appointed to the company’s board of directors.
Sparby retired in December 2014 from his position as senior vice president, Revenue Group, at Xcel Energy Inc. and president and CEO of its subsidiary Northern States Power-Minnesota. He held various positions, including chief financial officer, during his tenure with Xcel Energy, and its predecessor Northern States Power Co., after joining the company in 1980.
“David brings broad utility leadership experience to our board,” said Harry J. Pearce, chair of the board of MDU Resources. “His expertise will complement the strengths of our existing directors as we continue to grow MDU Resources’ electric and natural gas utility business, with planned investment over the next five years of approximately $1.5 billion and expected rate base growth of 6 percent compounded annually.”
In addition to his general responsibilities on MDU Resources’ board of directors, Sparby will serve on the board’s Audit Committee.
Sparby, during his time with Xcel, led four operating companies, Northern States Power Minnesota, Northern States Power Wisconsin, Southwest Public Service and Public Service Company of Colorado, serving approximately 5 million customers across an eight-state area.
Sparby holds a juris doctorate degree from William Mitchell College of Law and a master’s degree in business administration from the University of St. Thomas, both located in St. Paul, Minnesota. He serves on boards for the Mitchell Hamline School of Law in St. Paul and the College of St. Scholastica in Duluth, Minnesota.
MDU Resources Group, Inc., a member of the S&P MidCap 400 index and the S&P High-Yield Dividend Aristocrats index, is Building a Strong America® by providing essential products and services through its regulated energy delivery and construction materials and services businesses. For more information about MDU Resources, see the company’s website at www.mdu.com or contact the Investor Relations Department at investor@mduresources.com.

Financial Contact: Jason Vollmer, vice president, chief financial officer and treasurer, 701-530-1755
Media Contact: Laura Lueder, manager of communications and public affairs, 701-530-1095

Media Advisory: Photo of David M. Sparby available for download at
https://www.mdu.com/integrity/governance/david-sparby.



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