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MDU Resources Group, Inc. (OTCMKTS:MDURN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

MDU Resources Group, Inc. (OTCMKTS:MDURN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

2017 Long-Term Incentive Awards
Revised Performance Share Award Agreement
On February 15, 2017, the Compensation Committee (the
“Committee”) approved a revised Performance Share Award Agreement
(the Agreement) to be used for future awards under the Long-Term
Performance-Based Incentive Plan. The form of Agreement is filed
as Exhibit 10.1 hereto and incorporated herein by reference.
No changes were made to percentile rank and payout percentages.
2017 Performance Share Awards
On February 15, 2017, the Committee established 2017 long-term
incentive award opportunities in the form of performance shares
with dividend equivalents for the named executive officers (NEOs)
and other eligible employees of the Company. The Board approved
the award opportunities at its meeting on February 16, 2017. The
2016 long-term incentive award opportunities for the NEOs are set
forth in the 2017 Performance Share Award Opportunity Chart,
which is filed as Exhibit 10.2 and incorporated herein by
reference.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On February 16, 2017, the Board approved an amendment to Section
5.01 of the Companys Bylaws, effective February 16, 2017.
Election, Qualification.
Section 5.01 of the Bylaws has been amended to delete the
following language:
Except for an officer serving as a Director who may serve through
the first regular meeting of the Board of Directors after he has
attained the age of sixty-five (65), no high ranking executive of
the Corporation may serve in that capacity beyond the date he
shall have attained the age of sixty-five (65); high ranking
executive shall mean the President, the Chief Executive Officer,
the Vice Chairman of the Corporation, any Vice President, the
Secretary, the Treasurer, the General Counsel, the chief
executive officers of the Corporations public utility divisions,
and any other officer of the Corporation so designated by the
Board of Directors.
The Companys Bylaws, as amended and restated on February 16,
2017, are filed as Exhibit 3.1 hereto.
ITEM 9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit Number
Description of Exhibit
3.1
Bylaws of MDU Resources Group, Inc., as amended and
restated on February 16, 2017
10.1
Form of Performance Share Award Agreement under the
Long-Term Performance-Based Incentive Plan, as
amended February 16, 2017
10.2
MDU Resources Group, Inc. 2017 Performance Share
Award Opportunity Chart

About MDU Resources Group, Inc. (OTCMKTS:MDURN)
MDU Resources Group, Inc. is a diversified natural resource company. The Company’s segments include Electric, Natural Gas Distribution, Pipeline and Midstream, Construction Materials and Contracting, Construction Services and Refining. Montana-Dakota Utilities Co. (Montana-Dakota) is a public utility division of the Company. Montana-Dakota, through the electric and natural gas distribution segments, generates, transmits and distributes electricity and distributes natural gas in Montana, North Dakota, South Dakota and Wyoming. The Company, through Cascade Natural Gas Corporation (Cascade) distributes natural gas in Oregon and Washington. The Company, through Intermountain Gas Company (Intermountain) distributes natural gas in Idaho. Great Plains Natural Gas Co. (Great Plains) is a public utility division of the Company. Great Plains distributes natural gas in western Minnesota and southeastern North Dakota. MDU Resources Group, Inc. (OTCMKTS:MDURN) Recent Trading Information
MDU Resources Group, Inc. (OTCMKTS:MDURN) closed its last trading session 00.00 at 100.00 with 304 shares trading hands.

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