Wdesk | MDU 2015 Proxy Amendment
 
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)

Filed by the Registrant ý
Filed by a party other than the Registrant ¨
Check the appropriate box:
¨    Preliminary Proxy Statement
¨    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý    Definitive Proxy Statement
¨    Definitive Additional Materials
¨    Soliciting Material under §240.14a-12

MDU Resources Group, Inc.
(Name of Registrant as Specified In Its Charter)
____________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
ý    No fee required
¨    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1)
Title of each class of securities to which transaction applies:
 
 
 
 
 
2)
Aggregate number of securities to which transaction applies:
 
 
 
 
 
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
 
4)
Proposed maximum aggregate value of transaction:
 
 
 
 
 
5)
Total fee paid:
 
 
 
 
 
¨
Fee paid previously with preliminary materials
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)
Amount Previously Paid:
 
 
 
 
 
2)
Form, Schedule or Registration Statement No.:
 
 
 
 
 
3)
Filing Party:
 
 
 
 
 
4)
Date Filed:
 
 
 
 
 


 
 
 


March 24, 2015
MDU RESOURCES GROUP, INC.
1200 West Century Avenue

Mailing Address:
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(701) 530-1000

Amendment No. 1 to
Proxy Statement, dated March 18, 2015, for the
Annual Meeting of Stockholders
to be held April 28, 2015


This amendment amends the “Executive Compensation” section of the proxy statement to include the Option Exercises and Stock Vested table set forth below that was not included in the proxy statement filed with the Securities and Exchange Commission and mailed to stockholders on March 18, 2015.

Option Exercises and Stock Vested During 2014
 
 
Option Awards
 
Stock Awards
Name
(a)
 
Number of Shares
Acquired
on Exercise
(#)
(b)
 
 
Value Realized
on Exercise
($)
(c)
 
 
Number of Shares
 Acquired
on Vesting
(#)
(d)1
 
 
Value Realized
on Vesting
($)
(e)2
 
David L. Goodin
 
 
—

 
 
—

 
 
29,313

 
 
1,047,202

Doran N. Schwartz
 
 
—

 
 
—

 
 
19,053

 
 
680,668

J. Kent Wells
 
 
—

 
 
—

 
 
—

 
 
—

Jeffrey S. Thiede
 
 
—

 
 
—

 
 
—

 
 
—

Steven L. Bietz
 
 
—

 
 
—

 
 
30,191

 
 
1,078,573

1 
Reflects performance shares for the 2011-2013 performance period that vested on February 13, 2014.
 
 
2 
Reflects the value of the performance shares based on our closing stock price of $33.70 on February 13, 2014 and the dividend equivalents that were paid on the vested shares.