Knife River (KNF) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, will be held virtually, allowing all stockholders to participate regardless of location.

• Key voting items include election of three Class II directors, advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and amendment to eliminate supermajority voting requirements.

• 2024 marked record financial results: $2.9B revenue (+2%), $201.7M net income (+10%), and $463M Adjusted EBITDA (+7%).

• The Competitive EDGE strategy (EBITDA Margin Improvement, Discipline, Growth, Excellence) drove margin and profitability improvements.

• Six acquisitions in 2024 and early 2025 expanded operations, including Albina Asphalt and Strata Corporation.

Voting matters and shareholder proposals

• Board recommends voting FOR all proposals: director elections, executive compensation, auditor ratification, and elimination of supermajority voting.

• Amendment to the certificate of incorporation will reduce voting thresholds for key governance changes from two-thirds to a simple majority.

• Stockholders can submit proposals and director nominations for the 2026 meeting following specified procedures and deadlines.

Board of directors and corporate governance

• Board consists of seven directors, with a plan to fully declassify by 2027; majority voting standard applies in uncontested elections.

• All directors except the CEO are independent; board chair and CEO roles are separated.

• Board refreshment process includes annual self-evaluations and use of an independent search firm for director recruitment.

• Board diversity: 43% female, 14% racially/ethnically diverse, average age 64, and 71% with tenure under 10 years.

• Proxy access allows groups holding 3%+ of shares for 3 years to nominate directors.