Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.




As previously disclosed, on January 24, 2023, MDU Resources Group, Inc. ("MDU
Resources" or the "Company") entered into a Cooperation Agreement (the
"Cooperation Agreement") with Keith A. Meister and Corvex Management LP (Mr.
Meister and Corvex Management LP, together with their respective affiliates, the
"Corvex Group").

Pursuant to the Cooperation Agreement, the Company agreed, among other things,
to appoint Corvex Partner James H. Gemmel to the MDU Resources board of
directors (the "Board"), subject to the approval of the Federal Energy
Regulatory Commission under the Federal Power Act (the "FERC Approval"). The
FERC Approval was received on May 1, 2023, and in accordance with the terms of
the Cooperation Agreement, Mr. Gemmel was appointed to the Board on May 9, 2023.

In connection with Mr. Gemmel's appointment, the Board has determined that Mr.
Gemmel will serve on the Audit Committee and the Environmental and
Sustainability Committee. As compensation for his service on the Board and Board
committees, Mr. Gemmel will receive the Company's standard compensation for
non-employee directors. The Board considered the independence of Mr. Gemmel
under the applicable standards and determined that Mr. Gemmel is an independent
director.

The foregoing description of the Cooperation Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Cooperation Agreement, a copy of which is filed as Exhibit 10.1 to the Company's
Current Report on Form 8-K filed with the U.S. Securities and Exchange
Commission (the "SEC") on January 24, 2023 (  File No. 1-3480  ), and is
incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.



The Annual Meeting of Stockholders of the Company (the "Annual Meeting") was
held on May 9, 2023. Four Company proposals were submitted to stockholders as
described in the Company's Definitive Proxy Statement filed with the SEC on
March 24, 2023. The proposals and the results of the stockholder vote, with
fractional share totals rounded to the nearest whole share, are as follows:

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1.

                                       Shares                     Shares                                       Broker
                                        For                       Against              Abstentions           Non-Votes
Proposal to Elect Ten
Directors for One-Year Terms:
German Carmona Alvarez              154,322,144            1,460,684                     980,642             25,836,165
Thomas Everist                      153,547,198            2,874,945                     341,327             25,836,165
Karen B. Fagg                       152,308,569            4,157,674                     297,227             25,836,165
David L. Goodin                     153,925,037            2,529,115                     309,318             25,836,165
Dennis W. Johnson                   152,899,607            3,439,900                     423,963             25,836,165
Patricia L. Moss                    152,899,196            3,443,906                     420,368             25,836,165
Dale S. Rosenthal                   155,060,787            1,342,537                     360,146             25,836,165
Edward A. Ryan                      154,212,856            1,999,326                     551,288             25,836,165
David M. Sparby                     154,639,369            1,556,695                     567,406             25,836,165
Chenxi Wang                         153,514,026            2,807,920                     441,524             25,836,165

All of the Company's nominees were elected, having received more votes cast "for" their election than "against" their election.



2.
                                                                                                                    Broker
                                    1 Year              2 Years            3 Years           Abstentions           Non-Votes

Advisory Vote to Approve
the Frequency of Future
Advisory Votes to Approve        147,880,157            814,344           7,362,202            706,767            25,836,165
the Compensation Paid to
the Company's Named
Executive Officers



The vote of a majority of the Company's common stock present in person or
represented by proxy at the Annual Meeting and entitled to vote on the proposal
voted in favor of holding an advisory vote to approve the compensation paid to
the Company's named executive officers every year.

Based on these results and good corporate governance, the Board determined at
its meeting held on May 10, 2023, that the Company will include a non-binding
stockholder advisory vote in its proxy materials every year to approve the
compensation of the Company's named executive officers, as disclosed pursuant to
the SEC's compensation disclosure rules. The Company will hold such annual
advisory votes until the next required vote on the frequency of stockholder
votes on named executive officer compensation. The Company is required to hold
votes on frequency every six calendar years.

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3.

                                         Shares                Shares                                      Broker
                                          For                 Against             Abstentions             Non-Votes

Advisory Vote to Approve the
Compensation Paid to the              152,033,521            3,325,740             1,404,209             25,836,165
Company's Named Executive
Officers

The proposal was approved, on a non-binding advisory basis, having received the affirmative vote of a majority of the common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.



4.

                                               Shares                   Shares
                                                 For                    Against                Abstentions

Ratification of the Appointment of
Deloitte & Touche LLP as the                 175,652,625               6,385,957                 561,053
Company's Independent Registered
Public Accounting Firm for 2023



The proposal was approved, having received the affirmative vote of a majority of
the common stock present in person or represented by proxy at the Annual Meeting
and entitled to vote on the proposal.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.                Description
104                        Cover Page Interactive Data File (embedded within the Inline XBRL
                           document)

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