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): September 3, 2024
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.
As previously disclosed, on November 2, 2023, MDU Resources Group, Inc. (the “Company”) announced its plan to spin off its wholly owned construction services business, Everus Construction, Inc. The separation is expected to occur through the spinoff of a newly formed company, Everus Construction Group, Inc., which will be the new parent company for Everus Construction, Inc. The separation and distribution are expected to be completed in late 2024, subject to certain customary conditions, including, but not limited to, final approval by the Company’s Board of Directors.
On September 3, 2024, the Company announced that each of Dale S. Rosenthal, Michael S. Della Rocca, Edward A. Ryan and David M. Sparby (collectively, the “Prospective Everus Construction Directors”) are expected to resign as directors of the Company in connection with their anticipated appointment to the board of directors of Everus Construction Group, Inc., in each case, conditioned on, subject to the completion of, and effective as of, the completion of the separation and distribution.
The Prospective Everus Construction Directors have not yet submitted conditional letters of resignation to the Company’s Board of Directors, and are not expected to do so unless and until the Company’s Board of Directors approves the separation and distribution, and sets the record date and distribution date for the distribution. The conditional letters of resignation will provide that such resignations will only become effective upon the completion of the distribution.
Item 7.01. Regulation FD Disclosure.
On September 3, 2024, the Company issued a press release announcing the anticipated board of directors of Everus Construction Group, Inc. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit Number | Description |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: September 3, 2024
| | | | | | | | |
| MDU Resources Group, Inc. |
| |
| |
| By: | /s/ Paul R. Sanderson |
| | |
| | Paul R. Sanderson |
| | Vice President, Chief Legal Officer |
| | and Secretary |
