Attached files
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| EX-3.1 - EXHIBIT 3.1 - MDU RESOURCES GROUP INC | ex3_1.htm |
| EX-3.` - EXHIBIT 3.2 - MDU RESOURCES GROUP INC | ex3_2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
______________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 11,
2009
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MDU
Resources Group, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-3480
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41-0423660
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(State
or other jurisdiction of
incorporation) |
(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1200
West Century Avenue
P.O.
Box 5650
Bismarck,
North Dakota 58506-5650
(Address
of principal executive offices)
(Zip
Code)
Registrant's
telephone number, including area code: (701)
530-1000
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______________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.02 DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Amendments to Long-Term
Performance-Based Incentive Plan
On
November 11, 2009, the Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of MDU Resources, Group, Inc. (the "Company")
recommended, and on November 12, 2009, the Board approved, an amendment to the
MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan (the
"LTIP"). The amendment revises the LTIP's "change in control"
definition so that a payment pursuant to the LTIP is not triggered
prematurely.
As
amended, the term "change in control" is defined as:
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·
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the
acquisition by an individual, entity or group of 20% or more of the
Company's outstanding voting
securities
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·
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a
turnover in a majority of the Board without the approval of a majority of
the members of the Board who were members of the Board as of the LTIP's
effective date or whose election was approved by such Board
members
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·
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consummation
of a merger or consolidation or sale or other disposition of all or
substantially all of the Company's assets, unless the Company's
stockholders immediately prior to the transaction beneficially own more
than 60% of the outstanding shares and voting power of the resulting
corporation after the merger or the corporation that acquires the
Company's assets, as the case may be
or
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·
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stockholder
approval of the Company's liquidation or
dissolution.
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Amendments to Supplemental
Income Security Plan
On
November 11, 2009, the Committee recommended, and on November 12, 2009, the
Board approved, amendments to the MDU Resources Group, Inc. Supplemental Income
Security Plan (the "SISP"), which provides executives with supplemental
retirement benefits (the "Regular Benefit"), death benefits and replacement
retirement benefits (the "Excess Benefits"). Effective January 1,
2010, the amendments reduce Regular Benefit and death benefit levels by 20
percent for new participants and participants whose benefit levels increase
after January 1, 2010, impose an additional vesting period applicable to any
increased Regular Benefit and death benefit, eliminate the Excess Benefits for
new participants and current participants who do not satisfy certain conditions
described below and freeze Excess Benefits accruals.
Regular Benefits and Death
Benefits
Regular
Benefits and death benefits are determined by reference to a schedule and are
subject to the following ten year vesting schedule:
2
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·
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0
percent vesting for less than three years of
participation
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·
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20
percent vesting for three years of
participation
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·
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40
percent vesting for four years of participation
and
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·
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an
additional 10 percent vesting for each additional year of participation,
with 100 percent vesting for 10 years of
participation.
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Death
benefits become fully vested if the participant dies while actively
employed.
The
amendments reduce the Regular Benefit and death benefit levels in the schedule
by 20 percent for
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·
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participants
who participated in the SISP before January 1, 2010 and who receive a
benefit level increase on or after January 1, 2010
and
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·
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executives
who begin participating in the SISP on or after January 1,
2010.
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A
participant's Regular Benefit and death benefit levels are established when the
participant commences participation in the SISP and can later be increased upon
approval of the Committee. Before the amendments, any increased
benefit level would be subject to the same vesting schedule as the participant's
prior benefit level. The amendments impose an additional vesting
requirement on benefit level increases approved on or after January 1, 2010,
which requirement applies only to the increased benefit. The increased benefit
vests after the later of (i) three additional years of participation in the SISP
or (ii) the end of the regular vesting schedule described above. The
additional vesting is waived for participants who die while actively employed by
the Company.
The
additional vesting requirement is pro-rated for participants who attain age 65
and are required to retire pursuant to the Company's Bylaws prior to the end of
the additional vesting period, as follows:
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·
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33
percent of the increase vests for participants required to retire at least
one year but less than two years after the Committee approved the
increase
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·
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66
percent of the increase vests for participants required to retire at least
two years but less than three years after the Committee approved the
increase and
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·
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100
percent of the increase vests for participants required to retire at least
three years after the Committee approved the
increase.
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The
benefit level increases of participants who attain age 65 and are required to
retire pursuant to the Company's Bylaws will be further reduced to the extent
the participants are not fully vested in their Regular Benefit according to the
10-year vesting schedule described above.
3
The
Committee, upon recommendation of the Company's chief executive officer, may
waive any or all of the additional vesting period associated with a benefit
level increase.
Excess Benefit
Amendments
Pursuant
to the SISP, participants were eligible for the Excess Benefits if (i) they were
fully vested under the qualified pension plan, (ii) their employment terminated
prior to attaining age 65 and (iii) benefits under the qualified pension
plan were reduced due to limitations under the Internal Revenue Code. Effective
January 1, 2005, participants who were not then vested in the Excess Benefits
were also required to remain actively employed by the Company until age
60. The Excess Benefits are equal to the difference between the
monthly retirement benefits that would have been payable to the participant
under the Company's qualified pension plan absent the limitations under the
Internal Revenue Code and the actual benefits payable to the participant under
the qualified pension plan.
The
amendments limit eligibility for the Excess Benefits to current SISP
participants who are already vested in the Excess Benefit or who will become
vested in the Excess Benefit if they remain employed with the Company until age
60. No other participants will be eligible to receive Excess
Benefits. The amendments also freeze the Excess Benefits to a maximum
of the benefit level payable based on the participant's years of service and
compensation level as of December 31, 2009.
SISP Benefit Level Increases
for John G. Harp and William E. Schneider
On
November 11, 2009, upon recommendation of the Company's chief executive officer,
the Committee approved Regular Benefit and death benefit level increases under
the SISP for John G. Harp and William E. Schneider, who were named executive
officers in the Company's 2009 Proxy Statement. The benefit level
increases are effective December 1, 2009 and result in an annual Regular Benefit
increase from $234,300 to $274,200 and a death benefit increase from $468,600 to
$548,400. Retirement benefits are paid for 15 years and may begin at
age 65. The terms of the SISP are described in the Company's 2009
Proxy Statement and above in this Current Report on Form 8-K.
Amendments to Executive
Incentive Compensation Plan
On
November 11, 2009, the Committee approved an amendment to the definition of
"Moody's Rate" in the MDU Resources Group, Inc. Executive Incentive Compensation
Plan (the "EICP"). The EICP permits executives to defer up to 100
percent of their annual incentive awards, with deferred amounts accruing
interest at the "Moody's rate," which was defined by reference to the
Long-Term Corporate Bond Yield Average for "A" rated
companies. Effective January 1, 2010, "Moody's rate" is
defined as the average of (i) the number that results from adding the daily
Moody's U.S. Long-Term Corporate Bond Yield Average for "A" rated companies as
of the last day of each month for the 12-month period ending October 31 and
dividing by 12 and (ii) the number that results from adding the daily Moody's
U.S. Long-Term Corporate Bond Yield Average for "BBB" rated companies as of the
last day of each month for the 12-month period ending October 31 and dividing by
12. The change results in an increase in the interest rate
for
4
2010 from
6.27% to 6.91%. The other terms of the EICP were not amended and are
described in the Company's 2009 Proxy Statement.
ITEM
5.03 AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On
November 12, 2009, the Board approved amendments to the Company's Bylaws,
effective November 12, 2009. The Bylaws, as amended, authorize the
use of electronic transmission to give directors notices of regular and special
meetings as well as other notices and eliminate the use of telegrams for
notices. Sections 3.05, 3.06 and 4.01 of the Bylaws, as amended, are
filed as Exhibit 3.1 hereto. A copy of these sections marked to show
changes from the prior Bylaws is filed as Exhibit 3.2 hereto.
ITEM
8.01 OTHER
EVENTS
On
November 12, 2009, the Board adopted a resolution approving amendments to
eliminate the supermajority voting provisions in Articles TWELFTH and FIFTEENTH
of the Company's Restated Certificate of Incorporation (the
"Charter").
Article
TWELFTH provided that, unless approved by two-thirds of the continuing
directors, business combinations are subject to the fair price provisions
contained in Article TWELFTH and must be approved by at least four-fifths of the
voting power of all outstanding voting stock. Article FIFTEENTH
provided that, unless approved by two-thirds of the continuing directors,
amendment or repeal of Articles TWELFTH, THIRTEENTH, FOURTEENTH, FIFTEENTH and
SIXTEENTH must be approved by at least four-fifths of the voting power of all
outstanding voting stock. The amendments would delete Articles
TWELFTH and FIFTEENTH in their entirety from the Charter and will be submitted
to stockholders for approval at the 2010 annual meeting.
If
approved by the stockholders, the amendments to the Charter will become
effective upon filing with the Secretary of State of the State of
Delaware. Additional information regarding the Company's proposal,
including the text of the proposed amendments, will be included in the Company's
proxy statement for the 2010 annual meeting.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
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(d)
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Exhibits.
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Exhibit
Number
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Description
of Exhibit
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3.1
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Sections
3.05, 3.06 and 4.01 of the Bylaws of MDU Resources Group, Inc., as amended
November 12, 2009
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3.2
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Sections
3.05, 3.06 and 4.01 of the Bylaws of MDU Resources Group, Inc., as amended
November 12, 2009, marked to show changes from the November 13, 2008
Bylaws
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5
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: November
17, 2009
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MDU
Resources Group, Inc.
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By:
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/s/ Paul K. Sandness | |
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Paul
K. Sandness
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General
Counsel and Secretary
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6
EXHIBIT
INDEX
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Exhibit
Number
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Description
of Exhibit
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3.1
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Sections
3.05, 3.06 and 4.01 of the Bylaws of MDU Resources Group, Inc., as amended
November 12, 2009
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3.2
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Sections
3.05, 3.06 and 4.01 of the Bylaws of MDU Resources Group, Inc., as amended
November 12, 2009, marked to show changes from the November 13, 2008
Bylaws
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