Knife River (KNF) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by May 21, 2025, or May 19, 2025, for 401(k) plan shares.

Voting matters and shareholder proposals

• Election of three Class II directors: Patricia Chiodo, Patricia L. Moss, and William J. Sandbrook.

• Advisory vote on executive compensation for named executive officers.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2025.

• Proposal to amend and restate the Certificate of Incorporation to eliminate supermajority voting requirements.

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Board recommends the election of three Class II director nominees.

• Proposed amendment aims to simplify governance by removing supermajority voting requirements.