MDU Resources Group (MDU) Proxy filing summary

Voting matters and shareholder proposals

• Election of eight directors for one-year terms is proposed, with all nominees recommended by the board.

• Advisory vote on executive compensation for named executive officers is included.

• Approval of an amended and restated long-term performance-based incentive plan is up for vote.

• Ratification of Deloitte & Touche LLP as independent auditor for the 2026 fiscal year is recommended.

• Additional business may be addressed if properly brought before the meeting.

Board of directors and corporate governance

• Eight director nominees are listed for election to serve one-year terms.

Executive compensation and say-on-pay

• Advisory vote is scheduled to approve compensation for named executive officers.

• Proposal to approve an amended and restated long-term performance-based incentive plan.