MDU Resources enters cooperation agreement with Corvex; appoints James Gemmel to board subject to FERC approval

MDU RESOURCES GROUP INC

James Gemmel appointed as non-voting board observer immediately; will become director upon FERC approval, increasing board size by one.
Corvex agrees to standstill and voting commitments; Gemmel's resignation triggered upon separation of Knife River and MDU Construction Services.
2023 Annual Meeting scheduled for May 9; Gemmel's directorship term depends on timing of FERC approval relative to proxy mailing.
MDU Resources is progressing with Knife River spinoff and strategic review of Construction Services Group.

item 1.01 item 5.02 item 8.01 item 9.01

Executive movements

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Appointed

James Gemmel

non-voting observer (future director subject to FERC approval)

MDU · MDU RESOURCES GROUP INC

Effective: 2023-01-24
Filed: January 24, 2023, 6:59 PM ET

Mr. Gemmel (i) was appointed as a non-voting observer of the Board, effective immediately following the execution of the Cooperation Agreement on January 24, 2023

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

James Gemmel was appointed as non-voting observer (future director subject to FERC approval) at MDU RESOURCES GROUP INC.

Action: appointed
Role: non-voting observer (future director subject to FERC approval)

Exact text from the filing

Mr. Gemmel (i) was appointed as a non-voting observer of the Board, effective immediately following the execution of the Cooperation Agreement on January 24, 2023

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MDU RESOURCES GROUP INC entered into Cooperation Agreement with Keith A. Meister and Corvex Management LP (effective 2023-01-24).

Action: entry
Counterparty: Keith A. Meister and Corvex Management LP
Effective: 2023-01-24

Exact text from the filing

On January 24, 2023, MDU Resources Group, Inc. (“MDU Resources” or the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Keith A. Meister and Corvex Management LP (Mr. Meister and Corvex Management LP, together with their respective affiliates, the “Corvex Group”).

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193 material agreements filed in the last 30 days. Browse all material agreements →

MDU RESOURCES GROUP INC filing history →

Source: SEC EDGAR

accession 0000067716-23-000004

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