Knife River (KNF) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, will be held virtually, allowing shareholders to vote, submit questions, and participate online; record date is March 27, 2026.

• Key voting items include election of two Class III directors, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Company reported a strong 2025 with record year-end backlog of $1 billion, continued focus on pricing optimization, operational efficiencies, and both organic and inorganic growth.

• Five acquisitions in 2025 expanded aggregate reserves, plant network, and workforce, supporting long-term growth strategy.

Voting matters and shareholder proposals

• Shareholders will vote on two Class III director nominees, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• Board recommends voting FOR all proposals.

• Proxy access allows groups holding 3%+ of shares for three years to nominate directors.

• Shareholder proposals for the 2027 meeting must be submitted by December 7, 2026.

Board of directors and corporate governance

• Board consists of seven directors, transitioning to annual elections for all directors starting in 2027.

• All directors except the CEO are independent; board chair and CEO roles are separated.

• Board diversity: 43% female, 14% racially/ethnically diverse, average age 64, majority with less than 10 years’ tenure.

• Annual board and committee self-evaluations, mandatory retirement age, and overboarding policy in place.

• No related party transactions by directors or executive officers in 2025.