-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, APgnMc2xnQ/toTw9Tr6qkByoZ1s4jwO4nKY99oc3pE2gF9+3adNFkaRq+74TRTNa YNHz812qYZyhBef11A8IKg== 0000898080-07-000043.txt : 20070221 0000898080-07-000043.hdr.sgml : 20070221 20070221153945 ACCESSION NUMBER: 0000898080-07-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070215 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070221 DATE AS OF CHANGE: 20070221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDU RESOURCES GROUP INC CENTRAL INDEX KEY: 0000067716 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 410423660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03480 FILM NUMBER: 07638848 BUSINESS ADDRESS: STREET 1: 1200 WEST CENTURY AVENUE CITY: BISMARCK STATE: ND ZIP: 58506-5650 BUSINESS PHONE: 701-530-1013 MAIL ADDRESS: STREET 1: 1200 WEST CENTURY AVENUE CITY: BISMARCK STATE: ND ZIP: 58506-5650 FORMER COMPANY: FORMER CONFORMED NAME: MONTANA DAKOTA UTILITIES CO DATE OF NAME CHANGE: 19850429 8-K 1 form8k.txt FORM 8-K 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): February 15, 2007 MDU Resources Group, Inc. (Exact name of registrant as specified in its charter)
Delaware 1-3480 41-0423660 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Annual Incentive Awards - ----------------------- On February 14, 2007, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of MDU Resources Group, Inc. (the "Company") established 2007 annual award opportunities for its executive officers who will be named executive officers ("NEOs") in the proxy statement for the 2007 Annual Meeting of Stockholders. The Board approved the award opportunities at its meeting on February 15, 2007. Filed herewith as Exhibit 10.1 and incorporated herein by reference is the 2007 NEO Annual Award Opportunity Chart. Executive officers may receive annual cash incentive awards based upon achievement of annual performance measures with a threshold, target and maximum level. A target incentive award is established based upon the position level and actual base salary. Actual payment may range from zero to 200% of the target based upon achievement of corporate goals. Participants who retire, die or become disabled during the year remain eligible to receive an award. Subject to the Committee's discretion, participants who terminate employment for other reasons are not eligible for an award. The Committee has full discretion to determine the extent to which goals have been achieved, the payment level, whether any final payment will be made and whether to adjust awards downward. Mr. Hildestad's and Mr. Raile's 2007 awards were made pursuant to the Long-Term Performance-Based Incentive Plan. The performance goals for 2007 for Mr. Hildestad and Mr. Raile are (i) budgeted earnings per share achieved (weighted 50%) and (ii) budgeted return on invested capital achieved (weighted 50%) with respect to the Company. Mr. Harp's 2007 award was made pursuant to the MDU Construction Servces Group, Inc. Executive Incentive Compensation Plan, based upon (i) budgeted earnings per allocated share achieved (weighted 50%) and (ii) budgeted return on invested capital achieved (weighted 50%) for MDU Construction Services Group, Inc. Mr. Schneider's 2007 award was made pursuant to the Knife River Corporation Executive Incentive Compensation Plan, based upon (i) budgeted earnings per allocated share achieved (weighted 50%) and (ii) budgeted return on invested capital achieved (weighted 50%) for Knife River Corporation. Mr. Castleberry's 2007 award was made pursuant to MDU Resources Group, Inc. Executive Incentive Compensation Plan based upon (i) budgeted earnings per share achieved (weighted 50%) and (ii) budgeted return on invested capital achieved (weighted 50%). Achievement of budgeted levels of earnings per allocated share and return on invested capital would result in a potential award of 100% of the target amount. Achievement of less than 85% would result in no payment, while achievement of 115% would result in a payment of 200% of the target amount. Annual incentive award payments above the targeted incentive amounts are limited. The limitation restricts total payments at the major business units to ensure that only a portion of incremental earnings above budget will be paid to annual incentive award recipients. 2 Long-Term Incentive Awards - -------------------------- On February 14, 2007, the Committee also granted performance shares to the NEOs for the 2007-2009 performance period. The Board approved the performance share grants at its meeting on February 15, 2007. Filed herewith as Exhibit 10.2 and incorporated herein by reference is the 2007 NEO Performance Share Award Chart. Target grants were based on a percent of base salary. The performance goal for the 2007-2009 performance period is the Company's total stockholder return in comparison to the total stockholder returns of companies in the performance graph peer group. The payout percentage will range from 0% to 200% of the target grant. Performance shares that are earned will be paid in Company stock; dividend equivalents will be paid in cash. The companies in the performance graph peer group have been changed for 2007. The new group is included as Annex B to the Form of Performance Share Award Agreement, which is filed as Exhibit 10.3. 3 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit Number Description of Exhibit 10.1 MDU Resources Group, Inc. 2007 NEO Annual Award Opportunity Chart 10.2 MDU Resources Group, Inc. 2007 NEO Performance Share Award Chart 10.3 Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan 4 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: February 21, 2007 MDU Resources Group, Inc. By: /s/ Doran N. Schwartz ------------------------------- Doran N. Schwartz Vice President and Chief Accounting Officer 5 EXHIBIT INDEX Exhibit Number Description of Exhibit 10.1 MDU Resources Group, Inc. 2007 NEO Annual Award Opportunity Chart 10.2 MDU Resources Group, Inc. 2007 NEO Performance Share Award Chart 10.3 Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan EX-10.1 2 ex10-1.txt ANNUAL AWARD OPPORTUNITY CHART Exhibit 10.1 MDU Resources Group, Inc. 2007 NEO Annual Award Opportunity Chart
1/1/2007 Base Name Title Compensation Threshold ($) Target ($) Maximum ($) - ---- ----- ------------ ------------- ---------- ----------- Terry D. Hildestad President and Chief $625,000 156,250 625,000 1,250,000 Executive Officer MDU Resources Group, Inc. Vernon A. Raile Executive Vice President, $350,700 43,838 175,350 350,700 Treasurer and Chief Financial Officer MDU Resources Group, Inc. William E. Schneider President and Chief $422,000 52,750 211,000 422,000 Executive Officer Knife River Corporation John K. Castleberry Executive Vice President- $309,000 38,625 154,500 309,000 Administration MDU Resources Group, Inc. John G. Harp President and Chief $341,000 42,625 170,500 341,000 Executive Officer MDU Construction Services Group, Inc.
EX-10.2 3 ex10-2.txt PERFORMANCE SHARE AWARD CHART Exhibit 10.2 MDU Resources Group, Inc. 2007 NEO Performance Share Award Chart 2007-2009 Performance Period
Name Title Threshold Target Maximum - ---- ----- --------- ------ ------- Terry D. Hildestad President and Chief Executive 3,309 shares 33,091 shares 66,182 shares Officer $5,361 dividend $53,607 dividend $107,215 dividend MDU Resources Group, Inc. equivalents equivalents equivalents Vernon A. Raile Executive Vice President, 1,256 shares 12,564 shares 25,128 shares Treasurer and Chief Financial $2,035 dividend $20,354 dividend $40,707 dividend Officer equivalents equivalents equivalents MDU Resources Group, Inc. William E. Schneider President and Chief Executive 1,512 shares 15,119 shares 30,238 shares Officer $2,449 dividend $24,493 dividend $48,986 dividend Knife River Corporation equivalents equivalents equivalents John K. Castleberry Executive Vice President- 923 shares 9,225 shares 18,450 shares Administration $1,495 dividend $14,945 dividend $29,889 dividend MDU Resources Group, Inc. equivalents equivalents equivalents John G. Harp President and Chief Executive 1,018 shares 10,181 shares 20,362 shares Officer $1,649 dividend $16,493 dividend $32,986 dividend MDU Construction Services equivalents equivalents equivalents Group, Inc.
EX-10.3 4 ex10-3.txt PERFORMANCE SHARE AWARD AGREEMENT Exhibit 10.3 MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT [Date] <> <> <> In accordance with the terms of the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan (the "Plan"), pursuant to action of the Compensation Committee of the Board of Directors of MDU Resources Group, Inc. (the "Committee"), MDU Resources Group, Inc. (the "Company") hereby grants to you (the "Participant") Performance Shares (the "Award"), subject to the terms and conditions set forth in this Award Agreement (including Annexes A and B hereto and all documents incorporated herein by reference), as set forth below: Target Award: <> Performance Shares (the "Target Award") Performance Period: [ ] through [ ] (the "Performance Period") Date of Grant: [ ] Dividend Equivalents: Yes THESE PERFORMANCE SHARES ARE SUBJECT TO FORFEITURE AS PROVIDED HEREIN. THIS AWARD AND AMOUNTS RECEIVED IN CONNECTION WITH THIS AWARD ARE ALSO SUBJECT TO FORFEITURE, RECAPTURE OR OTHER ACTION IN THE EVENT OF AN ACCOUNTING RESTATEMENT, AS PROVIDED IN ARTICLE 19 OF THE PLAN. ADDITIONALLY, BY SIGNING THIS AWARD AGREEMENT YOU ARE ACKNOWLEDGING AND AGREEING THAT ANY PERFORMANCE SHARE AWARD GRANTED TO YOU IN 2005 AND ANY AMOUNTS PAID OR PAYABLE OR DISTRIBUTED OR DISTRIBUTABLE PURSUANT TO ANY SUCH PRIOR 2005 AWARD SHALL ALSO BE SUBJECT TO FORFEITURE, RECAPTURE OR OTHER ACTION IN THE EVENT OF AN ACCOUNTING RESTATEMENT, AS PROVIDED IN ARTICLE 19 OF THE PLAN. Further terms and conditions of the Award are set forth in Annexes A and B hereto, which are integral parts of this Award Agreement. All terms, provisions and conditions applicable to the Award set forth in the Plan and not set forth in this Award Agreement are hereby incorporated herein by reference. To the extent any provision hereof is inconsistent with a provision of the Plan; the provisions of the Plan will govern. The Participant hereby acknowledges receipt of a copy of this Award Agreement, including Annexes A and B hereto, and a copy of the Plan and agrees to be bound by all the terms and provisions hereof and thereof. MDU RESOURCES GROUP, INC. By: ------------------------------------ Terry D. Hildestad President and Chief Executive Officer Agreed: - ------ - ------------------- Participant Attachments: Annex A Annex B 2 ANNEX A ------- TO MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT It is understood and agreed that the Award of Performance Shares evidenced by the Award Agreement to which this is annexed is subject to the following additional terms and conditions. 1. Nature of Award. The Target Award represents the opportunity to receive shares of Company common stock, $1.00 par value ("Shares") and Dividend Equivalents on such Shares. The number of Shares that may be earned under this Award shall be determined pursuant to Section 2 hereof. The amount of Dividend Equivalents that may be earned under this Award shall be determined pursuant to Section 4 hereof. Except for Dividend Equivalents, which are paid in cash, Awards will be paid in Shares. 2. Determination of Number of Shares Earned. The number of Shares earned, if any, for the Performance Period shall be determined in accordance with the following formula: # of Shares = Payout Percentage X Target Award The "Payout Percentage" is based on the Company's total shareholder return ("TSR") relative to that of the Peer Group listed on Annex B (the "Percentile Rank") for the Performance Period, determined in accordance with the following table: - ------------------------------------------------------------------------------- Percentile Rank Payout Percentage (% of Target Award) - ------------------------------------------------------------------------------- 100th 200% - ------------------------------------------------------------------------------- 75th 150% - ------------------------------------------------------------------------------- 50th 100% - ------------------------------------------------------------------------------- 40th 10% - ------------------------------------------------------------------------------- less than 40th 0% - ------------------------------------------------------------------------------- If the Company achieves a Percentile Ranking between the 40th and 50th percentiles, the Payout Percentage shall be equal to 10%, plus 9% for each Percentile Rank whole percentage above the A-1 40th percentile. If the Company achieves a Percentile Ranking between the 50th and 100th percentiles, the Payout Percentage shall be equal to 100%, plus 2% for each Percentile Rank whole percentage above the 50th percentile. The Percentile Rank of a given company's TSR is defined as the percentage of the Peer Group companies' returns falling at or below the given company's TSR. The formula for calculating the Percentile Rank follows: Percentile Rank = (n - r + 1)/n x 100 Where: n = total number of companies in the Peer Group, including the Company r = the numeric rank of the Company's TSR relative to the Peer Group, where the highest return in the group is ranked number 1 To illustrate, if the Company's TSR is the third highest in the Peer Group comprised of 26 companies, its Percentile Rank would be 92. The calculation is: (26 - 3 + 1)/26 x 100 = 92. The Percentile Rank shall be rounded to the nearest whole percentage. If the common stock of a company in the Peer Group ceases to be traded during the Performance Period, the company will be deleted from the Peer Group. Percentile Rank will be calculated without regard to the return of the deleted company. Total shareholder return is the percentage change in the value of an investment in the common stock of a company from the initial investment made on the last trading day in the calendar year preceding the beginning of the performance period through the last trading day in the final year of the performance period. It is assumed that dividends are reinvested in additional shares of common stock at the frequency paid. All Performance Shares that are not earned for the Performance Period shall be forfeited. 3. Issuance of Shares. Subject to any restrictions on distributions of Shares under the Plan, and subject to Section 6 of this Annex A, the Shares earned under the Award, if any, shall be issued to the Participant as soon as practicable (but A-2 no later than the next March 15) following the close of the Performance Period. 4. Dividend Equivalents. Dividend Equivalents shall be earned with respect to any Shares issued to the Participant pursuant to this Award. The amount of Dividend Equivalents earned shall be equal to the total dividends declared on a Share between the Date of Grant of this Award and the last day of the Performance Period, multiplied by the number of Shares issued to the Participant pursuant to the Award Agreement. Any Dividend Equivalents earned shall be paid in cash to the Participant when the Shares to which they relate are issued or as soon as practicable thereafter. If the Award is forfeited or if no Shares are issued, no Dividend Equivalents shall be paid. 5. Termination of Employment. (a) If the Participant's employment with the Company is terminated for any reason other than "Cause" (as defined below) (1) during the first year of the Performance Period, all Performance Shares (and related Dividend Equivalents) shall be forfeited; (2) during the second year of the Performance Period, determination of the Company's Percentile Rank for the Performance Period will be made by the Committee at the end of the Performance Period, and Shares (and related Dividend Equivalents) earned, if any, will be paid based on the Payout Percentage, prorated for the number of full months elapsed from and including the month in which the Performance Period began to and including the month in which the termination of employment occurs; and (3) during the third year of the Performance Period, determination of the Company's Percentile Rank for the Performance Period will be made by the Committee at the end of the Performance Period, and Shares (and related Dividend Equivalents) earned, if any, will be paid based on the Payout Percentage without prorating. (b) If the Participant's employment is terminated for "Cause" (as defined below) during the Performance Period, all Performance Shares (and related Dividend Equivalents) shall be forfeited. (c) For purposes of the Award Agreement, the term "Cause" shall mean the Participant's fraud or dishonesty that has resulted or is likely to result in material economic damage to the Company or a Subsidiary, or the Participant's willful nonfeasance if such nonfeasance is not cured within ten days of written notice from the Company or a Subsidiary, as determined A-3 in good faith by a vote of at least two-thirds of the non-employee directors of the Company at a meeting of the Board at which the Participant is provided an opportunity to be heard. 6. Tax Withholding. Pursuant to Article 16 of the Plan, the Committee shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any Federal, state and local taxes (including the Participant's FICA obligations) required by law to be withheld with respect to the Award. The Committee may condition the delivery of Shares upon the Participant's satisfaction of such withholding obligations. The Participant may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory withholding that could be imposed on the transaction (based on minimum statutory withholding rates for Federal, state, and local tax purposes, as applicable, including payroll taxes, that are applicable to such supplemental taxable income). Such election shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. 7. Ratification of Actions. By accepting the Award or other benefit under the Plan, the Participant and each person claiming under or through him or her shall be conclusively deemed to have indicated the Participant's acceptance and ratification of, and consent to, any action taken under the Plan or the Award by the Company, its Board of Directors, or the Committee. 8. Notices. Any notice hereunder to the Company shall be addressed to its office, 1200 West Century Avenue, P.O. Box 5650, Bismarck, North Dakota 58506; Attention: Corporate Secretary, and any notice hereunder to the Participant shall be addressed to him or her at the address specified on the Award Agreement, subject to the right of either party to designate at any time hereafter in writing some other address. 9. Definitions. Capitalized terms not otherwise defined herein or in the Award Agreement shall have the meanings given them in the Plan. 10. Governing Law and Severability. To the extent not preempted by Federal law, the Award Agreement will be governed by and construed in accordance with the laws of the State of A-4 Delaware, without regard to conflicts of law provisions. In the event any provision of the Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Award Agreement, and the Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. 11. No Rights to Continued Employment. The Award Agreement is not a contract of employment. Nothing in the Plan or in the Award Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the Participant's employment at any time, for any reason or no reason, or confer upon the Participant the right to continue in the employ of the Company or a Subsidiary. A-5 ANNEX B ------- TO MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT PEER GROUP COMPANIES -------------------- Alliant Energy Corporation Berry Petroleum Company - CL A Black Hills Corporation Comstock Resources, Inc. Dycom Industries, Inc. EMCOR Group Inc. Encore Acquisition Company Equitable Resources, Inc. Florida Rock Industries, Inc. Granite Construction Incorporated Hanson PLC ADR InfraSource Services, Inc. Martin Marietta Materials, Inc. National Fuel Gas Company Northwest Natural Gas Company NSTAR OGE Energy Corp. ONEOK, Inc. Quanta Services, Inc. Questar Corporation SCANA Corporation Southwest Gas Corporation St. Mary Land & Exploration Company Swift Energy Company US Concrete, Inc. Vectren Corporation Vulcan Materials Company Whiting Petroleum Corporation B-1 -----END PRIVACY-ENHANCED MESSAGE-----