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1: 10-K Mdu Resources 2023 Form 10-K HTML 4.47M
2: EX-10.AE Mdu Resources 401 K Retirement Plan Amendment HTML 54K
5-1-23
3: EX-10.AF Mdu Resources 401 K Retirement Plan Amendment HTML 44K
8-23-23
4: EX-10.AG Mdu Resources 401 K Retirement Plan Amendment HTML 45K
1-1-24
5: EX-10.U Mdu Resources Section 16 Officers and Directors HTML 48K
6: EX-21 Mdu Resources Subsidiaries of Mdu Resources HTML 50K
7: EX-23 Mdu Resources Consent of Independent Accounting HTML 41K
Firm
11: EX-97 Mdu Resources Incentive Compensation Recovery HTML 65K Policy
8: EX-31.A Mdu Resources Certification of Chief Executive HTML 45K
Officer
9: EX-31.B Mdu Resources Certification of Chief Financial HTML 45K
Officer
10: EX-32 Mdu Resources Certification of CEO and CFO HTML 43K
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20: R4 Consolidated Statements of Comprehensive Income HTML 91K
21: R5 Consolidated Balance Sheets HTML 198K
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Registrant
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Equivalents And Restricted Cash (Details)
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Allowance For Expected Credit Losses (Details)
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Loss (Details)
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Provision Contracts (Details)
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Natural Gas In Storage (Details)
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Long-Lived Assets, Excluding Goodwill (Details)
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Costs Recoverable or Refundable through Rate
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80: R64 Significant Accounting Policies - Electric Fuel HTML 45K
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81: R65 Significant Accounting Policies - Goodwill HTML 44K
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82: R66 Significant Accounting Policies - Joint Ventures HTML 73K
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Share (Details)
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85: R69 Discontinued Operations - Narrative (Details) HTML 92K
86: R70 Discontinued Operations - Schedule of Assets and HTML 136K
Liabilities of Discontinued Operations (Details)
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Expense Constituting Pretax Income (Loss) From
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88: R72 Revenue from Contracts with Customers - Narrative HTML 67K
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Disaggregation of Revenue (Details)
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Balances (Details)
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92: R76 Regulatory Assets and Liabilities - Schedule of HTML 132K
Unamortized Regulatory Assets and Liabilities
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93: R77 Regulatory Assets and Liabilities - Narrative HTML 44K
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94: R78 Environmental Allowances and Obligations (Details) HTML 46K
95: R79 Goodwill and Other Intangible Assets - Narrative HTML 62K
(Details)
96: R80 Goodwill and Other Intangible Assets - Other HTML 54K
Intangible Assets (Details)
97: R81 Goodwill and Other Intangible Assets - Future HTML 55K
Amortization Expense (Details)
98: R82 Fair Value Measurements - Narrative (Details) HTML 48K
99: R83 Fair Value Measurements - Available-for-Sale HTML 58K
Securities (Details)
100: R84 Fair Value Measurements - Schedule of Fair Value, HTML 93K
Assets and Liabilities Measured on Recurring Basis
(Details)
101: R85 Fair Value Measurements - Fair Value, by Balance HTML 52K
Sheet Grouping (Details)
102: R86 Debt - Credit Facilities (Details) HTML 76K
103: R87 Debt - Short-Term Debt (Details) HTML 80K
104: R88 Debt - Schedule of Long-Term Debt Outstanding HTML 80K
(Details)
105: R89 Debt - Long-Term Debt (Details) HTML 104K
106: R90 Debt - Schedule of Debt Maturities (Details) HTML 58K
107: R91 Leases - Narrative (Details) HTML 56K
108: R92 Leases - Lease Costs (Details) HTML 58K
109: R93 Leases - Schedule of Operating Lease Liabilities HTML 60K
Undiscounted Cash Flows Maturity (Details)
110: R94 Asset Retirement Obligations (Details) HTML 57K
111: R95 Equity - Narrative (Details) HTML 78K
112: R96 Stock-Based Compensation - Narrative (Details) HTML 100K
113: R97 Stock-Based Compensation - Schedule of Target HTML 56K
Grants of Restricted Stock Units (Details)
114: R98 Stock-Based Compensation - Schedule of Performance HTML 65K
Shares Valuation Assumptions (Details)
115: R99 Stock-Based Compensation - Restricted Stock Unit HTML 75K
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116: R100 Accumulated Other Comprehensive Loss - Schedule of HTML 80K
Accumulated Other Comprehensive Income (Loss)
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117: R101 Accumulated Other Comprehensive Loss - HTML 78K
Reclassification Out of AOCI (Details)
118: R102 Income Taxes - Components of Income Before Income HTML 51K
Taxes from Continuing Operations (Details)
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120: R104 Income Taxes - Components of Deferred Tax Assets HTML 81K
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Statutory Rate vs Actual Rate (Details)
124: R108 Cash Flow Information (Details) HTML 58K
125: R109 Business Segment Data - Schedule of Segment HTML 164K
Reporting Information, by Segment (Details)
126: R110 Business Segment Data - Operating Revenues and HTML 67K
Operating Assets Reconciliation (Details)
127: R111 Employee Benefit Plans - Change in Benefit HTML 121K
Obligations and Plan Assets (Details)
128: R112 Employee Benefit Plans - Benefit Obligations in HTML 51K
Excess of Plan Assets (Details)
129: R113 Employee Benefit Plans - Components of Net HTML 105K
Periodic Benefit Cost (Details)
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Assumptions (Details)
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132: R116 Employee Benefit Plans - Health Care Rate HTML 47K
Assumptions and Cost Trend Rate (Details)
133: R117 Employee Benefit Plans - Estimated Future Benefit HTML 73K
Payments and Subsidies (Details)
134: R118 Employee Benefit Plans - Pension Fair Value HTML 119K
(Details)
135: R119 Employee Benefit Plans - Other Postretirement Fair HTML 99K
value (Details)
136: R120 Employee Benefit Plans - Nonqualified Benefit HTML 48K
Plans Benefit Obligations (Details)
137: R121 Employee Benefit Plans - Nonqualified Benefit HTML 52K
Plans Components of NPBC (Details)
138: R122 Employee Benefit Plans - Nonqualified Benefit HTML 47K
Plans Weighted Average Assumptions (Details)
139: R123 Employee Benefit Plans - Nonqualified Benefit HTML 55K
Plans Future Benefit Payments (Details)
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Plans Investments (Details)
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Participation by Plan (Details)
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143: R127 Regulatory Matters - NDPSC (Details) HTML 62K
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Commitments (Details)
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Entities (Details)
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152: R136 Schedule I-Condensed Financial Information of HTML 102K
Registrant - Condensed Statements of Income and
Comprehensive Income (Details)
153: R137 Schedule I-Condensed Financial Information of HTML 175K
Registrant - Condensed Balance Sheets (Details)
154: R138 Schedule I-Condensed Financial Information of HTML 54K
Registrant - Condensed Balance Sheets
(Parenthetical) (Details)
155: R139 Schedule I-Condensed Financial Information of HTML 99K
Registrant - Condensed Statements of Cash Flows
(Details)
156: R140 Schedule I-Condensed Financial Information of HTML 80K
Registrant - Notes to Condensed Financial
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MDU
Resources Group, Inc. Incentive Compensation Recovery Policy (this “Policy”) is to provide for the recovery of certain Incentive-Based Compensation in the event of an Accounting Restatement. This Policy is intended to comply with, and to be administered and interpreted consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Listing Standard 303A.14 adopted by the New York Stock Exchange (“NYSE”) (the “Listing Standards”). Unless otherwise defined in this Policy, capitalized terms shall have the meanings set forth in Section 10 below.
II.SCOPE
A.This policy shall cover MDU Resources Group, Inc. and all subsidiaries
and entities directly or indirectly majority-owned by MDU Resources Group, Inc.
III.DEFINITIONS
For purposes of this Policy, the following terms shall have the meanings set forth below:
A.“Accounting Restatement” means an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any accounting restatement required to correct an error in previously issued financial statements that is material to the previously issued financial statements,
or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
B.“Administrator” has the meaning set forth in Section 5(A) hereof.
G.“Erroneously Awarded Compensation” means the amount, as determined by the Administrator, of Incentive-Based Compensation received by an Executive Officer that exceeds the amount of Incentive-Based Compensation that would have been received by the Executive Officer had it been determined based on the restated amounts. For
Incentive-Based Compensation based on stock price or total shareholder return (“TSR”) the Administrator will determine the amount based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received, and the Company will maintain documentation of the determination
of that reasonable estimate and provide the documentation to NYSE. In all cases, the amount to be recovered will be calculated without regard to any taxes paid by the Executive Officer with respect of the Erroneously Awarded Compensation.
H.“Executive Officers” means the Company’s current and former executive officers as determined by the Administrator in accordance with Rule 10D-1 and the Listing Standards. Generally, Executive Officers include any executive officer designated by the Board as an “officer” under Rule 16a-1(f) under the Exchange Act.
I.“Financial Reporting Measure” means (i) any measure that is determined and presented in accordance with the
accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure, and (ii) any measure based wholly or in part on the Company’s stock price or total shareholder return. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission.
J.“Incentive-Based Compensation” means any compensation granted, earned, or vested based in whole or in part on the Company’s attainment
of a Financial Reporting Measure that was Received by an individual (i) on or after the Effective Date and after such individual began service as an Executive Officer, (ii) who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and (iii) while the Company had a listed class of securities on a national securities exchange or association.
K.Incentive-Based Compensation is deemed to be “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period.
L.“Recovery
Period” means the three completed fiscal years immediately preceding the date that the Company is required to prepare the applicable Accounting Restatement and any “transition period” as described under Rule 10D-1 and the Listing Standards. For purposes of this Policy, the “date that the Company is required to prepare the applicable Accounting Restatement” is the earlier to occur of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the
Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
IV.POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
A.In the event of an Accounting Restatement, the Company will recover reasonably promptly the amount of any Erroneously Awarded Compensation Received by an Executive Officer during the Recovery Period.
V.ADMINISTRATION
A.This
Policy shall be administered by the Company’s Compensation Committee, except that the Board may determine to act as the administrator or designate another committee of the Board to act as the administrator with respect to any portion of this Policy other than Section V(C) (the “Administrator”). The Administrator is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy.
B.The Administrator is authorized to take appropriate steps to implement this Policy and may effect recovery hereunder by: (i) requiring payment to the Company, (ii) set-off,
(iii) reducing compensation,
or (iv) such other means or combination of means as the Administrator determines to be appropriate.
C.The Company need not recover Erroneously Awarded Compensation if and to the extent that the Compensation Committee determines that such recovery is impracticable and not required under Rule 10D-1 and the Listing Standards because:
(i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered after making a reasonable attempt to recover, (ii) recovery would violate home country law adopted prior to November 28, 2022, after obtaining the opinion of home country counsel acceptable to NYSE, or (iii) recovery would likely cause an otherwise tax-qualified broad-based retirement
plan to fail the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder.
D.Any determinations made by the Administrator under this Policy shall be final and binding on all affected individuals and need not be uniform with respect to each individual covered by this Policy.
A.Any right of recovery pursuant to this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law or pursuant to the terms of any other compensation recovery policy of the
Company that may be in effect from time to time, including in any employment agreement, plan or award agreement, or similar agreement and any other legal remedies available to the Company. Nothing contained in this Policy and no recovery hereunder shall limit any claims, damages, or other legal remedies the Company may have against an individual arising out of or resulting from any actions or omissions by such individual.
V.REPORTING AND DISCLOSURE
A.The Company shall file all disclosures with respect to this Policy in accordance with
the requirements of federal securities laws.
VI.INDEMNIFICATION PROHIBITION
A.Notwithstanding the terms of any indemnification or insurance policy or any contractual arrangement that may be interpreted to the contrary, the Company shall not indemnify any individual with respect to amount(s) recovered under this Policy or claims relating to the enforcement of this Policy, including any payment or reimbursement for the cost of third-party insurance purchased by such individual to fund potential clawback obligations hereunder.
VII.AMENDMENT; TERMINATION
A.The
Board or the Compensation Committee may amend or terminate this Policy from time to time in its discretion as it deems appropriate and shall amend this policy as it deems necessary to comply with applicable law or any rules or standards adopted by a national securities exchange or association on which the Company’s securities are listed; provided, however, that no amendment or termination of this Policy shall be effective to the extent it would cause the Company to violate any federal securities laws, Securities and Exchange Commission rule or the rules or standards of any national securities exchange or association on which the Company’s securities are listed.
VIII.SUCCESSORS
A.This
Policy shall be binding and enforceable against all individuals who are or were Executive Officers and their beneficiaries, heirs, executors, administrators, or other legal representatives.
