Form 8-K - Current report

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): August 17, 2023

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.

Retirement of David L. Goodin

On August 17, 2023, David L. Goodin, President and Chief Executive Officer of MDU Resources Group, Inc. (the “Company”), informed the Board of Directors (the “Board”) of the Company of his intention to retire as President and Chief Executive Officer effective as of end of day January 5, 2024. Mr. Goodin began his career in 1983 as an electrical engineer with subsidiary Montana-Dakota Utilities Co. He served in various positions of increasing responsibility, becoming MDU Resources’ President and Chief Executive Officer in 2013.

Promotion of Nicole A. Kivisto to President and Chief Executive Officer

On August 17, 2023, the Board appointed Nicole A. Kivisto to succeed Mr. Goodin as President and Chief Executive Officer, effective as of January 6, 2024. Ms. Kivisto was also appointed to the Board, effective January 6, 2024, to serve until the 2024 Annual Meeting of Stockholders.

Ms. Kivisto began her career with the Company in 1995 and has held a number of positions of increasing responsibility, including previous roles as MDU Resources’ Controller and Chief Accounting Officer. She was named President and Chief Executive Officer of Cascade Natural Gas Corporation, Intermountain Gas Company, and Montana-Dakota Utilities Co. in 2015. Compensation for Ms. Kivisto in connection with her promotion will be determined by the Board and the Compensation Committee of the Board prior to her succession.

There is no family relationship between Ms. Kivisto and any other person that would require disclosure under Item 401(d) of Regulation S-K. There are no understandings or arrangements with any person pursuant to which Ms. Kivisto was selected as a director, and Ms. Kivisto is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

The Board has determined that Ms. Kivisto will not serve on any committees of the Board. In addition, Ms. Kivisto will not receive any additional compensation for her service on the Board.

Item 7.01. Regulation FD Disclosure.

A copy of MDU Resources Group, Inc.’s press release announcing Mr. Goodin’s retirement and Ms. Kivisto’s appointment, issued on August 17, 2023, which the Company is furnishing to the Securities and Exchange Commission, is attached to this Current Report on Form 8- K as Exhibit 99.1 and incorporated by reference herein.

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 August 17, 2023.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

* * *

Cautionary Note on Forward Looking Statements

This Current Report on Form 8-K 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 Current Report on Form 8-K, including statements by the Chair of the Board, President and Chief Executive Officer, and future President and Chief Executive Officer, 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 the Company’s most recent Form 10-K and 10-Q.

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 17, 2023


			MDU Resources Group, Inc.


			By:			/s/ Paul R. Sanderson

						Paul R. Sanderson
						Vice President, Chief Legal Officer
						and Secretary

Exhibit 99.1

MDU Resources President and CEO Goodin to Retire; Kivisto Named Successor

BISMARCK, N.D. — Aug. 17, 2023 — David L. Goodin, president and CEO of MDU Resources Group, Inc. (NYSE: MDU), announced today that he intends to retire on Jan. 5, after a 40-year career with the company. The board of directors unanimously selected Nicole A. Kivisto, currently president and CEO of MDU Resources’ electric and natural gas utility companies, to succeed Goodin as MDU Resources’ president and CEO effective Jan. 6. She will become a member of the board of directors at the same time.

“Dave has done an outstanding job leading MDU Resources through significant strategic initiatives, helping to grow subsidiary companies to a size and scale that can stand on their own as business entities while positioning the remaining corporation as a bigger, stronger regulated energy delivery business,” said Dennis W. Johnson, chair of the board.

“Through our succession planning process, it was clear to the board that Nicole has the strategic vision, shareholder focus, core values and regulated energy operations experience necessary to continue growing the company and enhancing shareholder value,” Johnson said.

Goodin began his career in 1983 as an electrical engineer with subsidiary Montana-Dakota Utilities Co. He served in various positions of increasing responsibility, becoming MDU Resources’ president and CEO in 2013.

“It has been my great honor to work for MDU Resources, alongside thousands of other employees who are providing essential products and services each day across the country. I am also looking forward to this next chapter in my life, knowing the company is in good hands,” Goodin said. “Nicole will do an excellent job as my successor. I am confident that her proven strategic leadership will serve MDU Resources well as it transitions to a pure-play regulated energy delivery business.”

Kivisto began her career with the company in 1995 and has held a number of positions of increasing responsibility, including previous roles as MDU Resources’ controller and chief accounting officer. She was named president and CEO of MDU Resources’ utilities, which include Cascade Natural Gas Corporation, Intermountain Gas Company and Montana-Dakota Utilities Co., in 2015.

Exhibit 99.1

“I am excited to transition to my new role and look forward to continuing to work with MDU Resources’ strong management team and our dedicated employees to safely provide energy and construction services to customers and communities across the country,” Kivisto said.

Kivisto is a native of Beulah, North Dakota. She has a degree in accounting from the University of Minnesota-Moorhead and is a graduate of the Carlson School of Management Minnesota Executive Program and the University of Idaho’s Utility Executive Course.

About MDU Resources

MDU Resources Group, Inc., a member of the S&P MidCap 400 index, provides essential products and services through its regulated energy delivery and construction services businesses. For 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 by the chair of the board, president and CEO, and future president and CEO, 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-K and 10-Q.

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

Investor Contact: Brent Miller, assistant treasurer, 701-530-1730

Cover	Aug. 17, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 17, 2023
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