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): 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			Press release of MDU Resources Group, Inc., dated September 3, 2024.
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

Exhibit 99.1

MDU Resources Announces Anticipated Board of Directors for Everus

BISMARCK, N.D. — Sept. 3, 2024 — MDU Resources Group, Inc. (NYSE: MDU) today announced the anticipated board of directors for Everus Construction Group, effective upon completion of the planned spinoff of the construction services subsidiary into an independent, publicly traded company. The spinoff is expected to be complete in late 2024.

Everus’ post-spinoff board is expected to consist of seven directors, including six independent directors.

These individuals are anticipated to move from MDU Resources’ board of directors to Everus’ board:

•Dale S. Rosenthal, former strategic director and former chief financial officer of Clark Construction Group, LLC, and a director of Washington Gas Light Company. Rosenthal is expected to chair Everus’ board.

•Michael S. Della Rocca, former chief executive, Americas, of AECOM and owner of Della Rocca Enterprises LLC.

•Edward A. Ryan, former executive vice president and general counsel of Marriott International.

•David M. Sparby, former senior vice president and group president, revenue, of Xcel Energy, Inc.

These individuals are anticipated to be new directors on Everus’ board:

•Clark A. Wood, who is retiring in November from his position as market president for Arizona and Nevada of US Bank.

•Betty R. Wynn, former senior vice president, chief financial officer and treasurer of MYR Group, Inc.

•Jeffrey S. Thiede, president and CEO of Everus.

“Identifying the future board of directors for Everus is another milestone toward completing the spinoff of the construction services subsidiary, which is expected to optimize value for shareholders while achieving MDU Resources’ strategic objective of becoming a pure-play regulated energy delivery business,” said Dennis W. Johnson, chair of the board of MDU Resources.

Rosenthal, who is expected to become chair of Everus’ board, said, “With this highly experienced slate of directors who are familiar with the construction industry and markets served by Everus, we look forward to providing strategic guidance to Everus as it becomes a stand-alone company.”

MDU Resources announced in November 2023 that it intends to spin off Everus to optimize value for stockholders and become a pure-play regulated energy delivery business. The spinoff is subject to certain customary conditions, including final approval by MDU Resources’ board of directors and the SEC’s declaration that the Form 10 registration statement is effective. The separation is expected to be tax free to MDU Resources and its stockholders for federal income tax purposes.

Exhibit 99.1

Forward-Looking Statements

Information in this release includes certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release, including information about the planned spinoff of Everus Construction Group, the anticipated future board of directors for Everus, the future state of MDU Resources, future stock performance, and statements by MDU Resources’ chair and the anticipated chair of Everus, 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, refer to Item 1A — Risk Factors in MDU Resources’ most recent Form 10-K and Form 10-Q and subsequent filings with the SEC.

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. Founded in 1924, the company is celebrating its 100th anniversary; learn more at www.mdu.com/100th-anniversary. For more information about MDU Resources, visit www.mdu.com or contact the Investor Relations Department at investor@mduresources.com.

About Everus Construction Group

Everus Construction Group, Inc. is Building America's Future™ by providing a full spectrum of construction services through its electrical and mechanical, and transmission and distribution specialty contracting services across the United States. These specialty contracting services are provided to utility, transportation, commercial, industrial, institutional, renewable and other customers. Its E&M contracting services include construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, and mechanical piping and services. Its T&D contracting services include construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as manufacturing and distribution of transmission line construction equipment and tools. For more information about Everus, visit everus.com.

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

Media Contacts: Byron Pfordte, MDU Resources manager of integrated communications, 208-377-6050

Laura Lueder, Everus director of communications, 701-221-6444

Cover	Sep. 03, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 03, 2024
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