8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): November 17, 2022

MDU Resources Group Inc

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)
Delaware	1-03480	30-1133956

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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

(Title of each class)	(Trading Symbol(s))	(Name of each exchange on which registered)
Common Stock, par value $1.00 per share	MDU	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 November 17, 2022, the Board of Directors of the Company (the "Board") appointed German Carmona Alvarez to the Board, effective November 17, 2022, to serve until the 2023 Annual Meeting of Stockholders. The Board has determined that Mr. Carmona will serve on the Compensation Committee and Nominating and Governance Committee. As compensation for his service on the Board and Board committees, Mr. Carmona will receive the Company’s standard compensation for non–employee directors. The Board considered the independence of Mr. Carmona under the applicable standards and determined that Mr. Carmona is an independent director. In connection with his appointment, the Company will enter into an indemnification agreement with Mr. Carmona, which will provide, among other things, that the Company will indemnify Mr. Carmona 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 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits. The following exhibits are being furnished as part of this report.

Exhibit Number	Description
99.1	Press release of MDU Resources Group, Inc., dated November 18, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: November 18, 2022

MDU Resources Group, Inc.
By:	/s/ Karl A. Liepitz
	Karl A. Liepitz
	Vice President, General Counsel
	and Secretary

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EX-99.1

Exhibit 99.1

MDU Resources Appoints German Carmona Alvarez to Board of Directors

BISMARCK, N.D. — Nov. 18, 2022 — MDU Resources Group, Inc. (NYSE: MDU) today announced that German Carmona Alvarez has been appointed to the company’s board of directors.

Carmona is global president, applied intelligence, at John Wood Group PLC, which provides consulting, project management and engineering solutions to the energy and built environment industries. His previous experience includes executive positions with Neoris, Cemex and the Boston Consulting Group. Carmona has extensive experience in continuous improvement practices, digital transformation, finance and human capital management.

“As we continue to focus on maximizing shareholder value and working toward the expected spinoff of Knife River Corporation, we look forward to having German share his construction industry expertise, financial acumen, and knowledge of shared corporate services, particularly related to human resources and information technology,” said Dennis W. Johnson, chair of MDU Resources board of directors.

On Aug. 4, MDU Resources announced its intent to separate Knife River into an independent, publicly traded company. The separation is expected to be effected as a tax-free spinoff to MDU Resources shareholders and be complete in 2023. On Nov. 3, MDU Resources announced a strategic review of its construction services subsidiary, MDU Construction Services Group, Inc., with the objective of achieving the board’s goal to create two pure-play publicly traded companies.

Carmona, in addition to his general responsibilities on the board, will serve on the Compensation Committee and the Nominating and Governance Committee.

Carmona holds a bachelor’s degree in mechanical engineering from Universidad Anáhuac in Mexico, a master’s degree in engineering management from Cornell University in New York and a master’s degree in business administration from Stanford University Graduate School of Business in California.

About MDU Resources

MDU Resources Group, Inc., a member of the S&P MidCap 400 and the S&P High-Yield Dividend Aristocrats indices, is Building a Strong America® by providing essential products and services through its regulated energy delivery and construction materials and services businesses. For

Exhibit 99.1

more information about MDU Resources, visit www.mdu.com or contact the Investor Relations Department at investor@mduresources.com.

Forward-Looking Statement

The information in this release includes certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained in this release, including statements about the planned separation of Knife River Corporation and shareholder results, are expressed in good faith and are believed by the company to have a reasonable basis. Nonetheless, actual results may differ materially from the projected results expressed in the forward-looking statements. For a discussion of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, refer to Item 1A-Risk Factors in MDU Resources' most recent Form 10-Q and 10-K.

Media Contact: Laura Lueder, manager of communications and public affairs, 701-530-1095

Investor Contact: Brent Miller, director of financial projects and investor relations, 701-530-1730

Media Advisory: Photo of German Carmona Alvarez available for download at

https://www.mdu.com/wp-content/uploads/2022/11/GermanCarmonaAlvarez_web.jpg.

XML

Cover	Nov. 17, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 17, 2022
Entity Registrant Name	MDU Resources Group Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	1-03480
Entity Tax Identification Number	30-1133956
Entity Address, Address Line One	1200 West Century Avenue
Entity Address, Address Line Two	P.O. Box 5650
Entity Address, City or Town	Bismarck
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58506-5650
City Area Code	701
Local Phone Number	530-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	MDU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000067716
Amendment Flag	false