Wdesk | 8-KAnnStkhdrsVotes2015

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 28, 2015



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 5.07     Submission of Matters to a Vote of Security Holders.

MDU Resources Group, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on April 28, 2015. Three Company proposals were submitted to stockholders as described in the Company’s Proxy Statement dated March 18, 2015, as amended March 24, 2015. 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
133,892,465.259
1,887,765.146
456,841.731
38,559,870.000
Karen B. Fagg
131,470,720.345
4,216,478.409
549,873.382
38,559,870.000
David L. Goodin
134,052,004.730
1,736,323.983
448,743.423
38,559,870.000
Mark A. Hellerstein
134,403,227.600
1,247,164.288
586,680.248
38,559,870.000
A. Bart Holaday
131,106,969.449
4,529,367.396
600,735.291
38,559,870.000
Dennis W. Johnson
132,993,606.525
2,776,991.107
466,474.504
38,559,870.000
William E. McCracken
131,422,162.662
4,241,800.887
573,108.587
38,559,870.000
Patricia L. Moss
131,413,579.303
4,354,423.202
469,069.631
38,559,870.000
Harry J. Pearce
133,918,102.747
1,861,910.649
457,058.740
38,559,870.000
John K. Wilson
134,369,887.806
1,384,965.944
482,218.386
38,559,870.000

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
Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015
172,840,446.338
1,249,416.974
707,078.824

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
Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers
120,182,159.631
14,652,898.136
1,402,014.369
38,559,870.000

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 report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: April 30, 2015

 
MDU Resources Group, Inc.
 
 
 
 
 
By:
/s/ Paul K. Sandness
 
 
 
 
 
Paul K. Sandness
 
 
General Counsel and Secretary