MDU Resources Group (MDU) Proxy Filing summary

Executive summary

• Completed spinoffs of Knife River and Everus, transitioning to a pure-play regulated energy delivery business, resulting in a combined market capitalization increase from $5.9B in May 2023 to $12.9B in December 2024, creating $7B in incremental value for shareholders holding all three companies through 2024.

• Achieved consolidated net income of $281.1M in 2024, with regulated energy delivery earnings up 13.6% year-over-year to $189.7M.

• Announced $3.1B in planned capital investments over the next five years to support growth in electric, natural gas distribution, and pipeline segments.

• Maintained 87 years of uninterrupted dividends, declaring $103.9M in 2024.

Voting matters and shareholder proposals

• Four proposals: election of seven directors, advisory vote on NEO compensation (Say-on-Pay), approval of amended and restated LTIP, and ratification of Deloitte as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Say-on-Pay vote received over 96% support in 2024; annual frequency maintained.

Board of directors and corporate governance

• Board refreshed with 10 new independent directors in five years; 12 have departed, including those joining spinoff boards.

• Board diversity: 43% women, 14% persons of color; mean age 64.

• Separate Chair and CEO roles; Vice Chair position added for succession planning.

• All directors except CEO are independent; robust director qualification and assessment process.

• Annual board and committee evaluations, regular rotation of committee assignments, and strong stockholder engagement practices.