MDU Resources Group (MDU) Proxy filing summary

Executive summary

• Completed first full year as a pure-play regulated energy business, focusing on the CORE strategy: Customers and Communities, Operational Excellence, Returns Focused, and Employee Driven.

• Achieved constructive regulatory settlements, advanced infrastructure projects, and maintained a strong safety culture.

• Delivered $190.4 million in consolidated net income, increased operating revenues by 6.7%, and declared $110.3 million in dividends, marking 88 consecutive years of uninterrupted dividends.

• Supported over 323 organizations with $1.33 million in donations and 3,217 volunteer hours.

• Enhanced employee benefits and leadership development, with a 2.71% decrease in preventable incident rates.

Voting matters and shareholder proposals

• Election of eight directors to serve one-year terms.

• Advisory vote to approve named executive officers' (NEOs) compensation.

• Approval of the Amended and Restated Long-Term Incentive Plan (LTIP), increasing the share reserve by 6,564,000 shares and expanding eligibility.

• Ratification of Deloitte as the independent registered public accounting firm for Fiscal 2026.

Board of directors and corporate governance

• Board refreshed with 11 new independent directors over five years; 13 independent directors will have departed post-meeting.

• Board diversity: 50% women, 13% persons of color, all nominees have regulated energy industry experience.

• Separate Chair and CEO roles; all directors except the CEO are independent.

• Annual board and committee assessments, proxy access, majority voting, and robust stockholder engagement program.