MDU Resources Group, Inc. (OTCMKTS:MDURN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

MDU Resources Group, Inc. (OTCMKTS:MDURN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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Effective February 14, 2019, the Board of Directors (the “Board”) of MDU Resources Group, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as amended and restated, the “Revised Bylaws”) to implement proxy access. Under new Section 2.10 in the Revised Bylaws, a qualifying stockholder, or a group of up to 20 such stockholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years, will generally be able to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, qualifying director nominees constituting up to the greater of two nominees or 20% of the total number of directors of the Company; provided that the qualifying stockholder(s) and director nominee(s) satisfy the eligibility, procedural and other requirements specified in the Revised Bylaws, including that notice of a nomination be delivered to the Company’s Secretary not less than 120 days or more than 150 days before the first anniversary of the date that the Company first sent its proxy statement to stockholders for the prior year’s annual meeting.

In addition, the Company made certain other changes in the Revised Bylaws consistent with proxy access implementation, as well as revising the advance notice bylaws’ timeframe in Sections 2.08 and 2.09 during which a qualifying stockholder may provide notice to the Company that such stockholder wishes to nominate a qualifying person(s) for election to the board of directors (outside of the proxy access process described above) or propose other business at an annual meeting of stockholders. Such timeframe now generally requires a stockholder wishing to bring such nomination or business before an annual meeting of stockholders to provide notice to the Company’s Secretary no earlier than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting of stockholders (previously such nomination or business proposal notice could be brought before the 90th day prior to the first anniversary of the preceding year’s annual meeting of stockholders).

Proxy access will be available for stockholders beginning with the Company’s 2020 annual meeting of stockholders.

The foregoing description of the Revised Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Revised Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

MDU RESOURCES GROUP INC Exhibit
EX-3.1 2 exhibit31-2019amendedbylaws.htm EXHIBIT 3.1 Wdesk | Exhibit Exhibit 3.1Amended and Restated Bylaws of  TABLE OF CONTENTS TO AMENDED AND RESTATED BYLAWS    Page No.OFFICES 1 1.01 Registered Office 1 1.02 Other Offices 1    MEETINGS OF STOCKHOLDERS 1 2.01 Place of Meetings 1 2.02 Annual Meetings 1 2.03 Notice of Annual Meeting 2 2.04 Stockholders List 2 2.05 Notice of Special Meeting 2 2.06 Quorum; Adjournment; and Organization 3 2.07 Voting Rights 3 2.08 Nominations for Director 4 2.09 Business at Meetings of Stockholders 8 2.10 Proxy Access 10    DIRECTORS 19 3.01 Authority of Directors 19 3.02 Qualifications 19 3.03 Place of Meetings 19 3.04 Annual Meetings 19 3.05 Regular Meetings 19 3.06 Special Meetings 20 3.07 Quorum 20 3.08 Participation of Directors by Conference Telephone 20 3.09 Written Action of Directors 20 3.10 Committees 20 3.11 Reports of Committees 21 3.12 Compensation of Directors 21 3.13 Chairman of the Board 21    Exhibit 3.1NOTICES 21 4.01 Notices 21 4.02 Waiver 22    OFFICERS 22 5.01 Election,…
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