Knife River : Submission of Matters to a Vote of Security Holders - Form 8-K
May 17, 2024 at 11:03 am
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the "Annual Meeting") of Knife River Corporation (the "Company") was held on May 14, 2024. Four Company proposals were submitted to stockholders as described in the Company's Definitive Proxy Statement filed with the SEC on March 29, 2024. The proposals and the results of the stockholder vote, with fractional share totals rounded to the nearest whole share, are as follows:
1.
Shares
For
Shares
Against
Abstentions
Broker
Non-Votes
Proposal to Elect Two Class I Directors:
German Carmona Alvarez
33,523,704
9,653,443
67,819
6,694,543
Thomas W. Hill
42,978,282
198,478
68,206
6,694,543
All of the Company's nominees were elected, having received votes cast "for" their election in excess of 50 percent of the number of votes cast with respect to that nominee's election.
2.
1 Year
2 Years
3 Years
Abstentions
Broker
Non-Votes
Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve the Compensation Paid to the Company's Named Executive Officers
41,183,718
240,663
1,649,725
170,860
6,694,543
The frequency of every year received the most votes of the Company's common stock present online or represented by proxy at the Annual Meeting and entitled to vote on the proposal.
Based on these results and good corporate governance, the Company's board of directors (the "Board") determined that the Company will include an advisory vote to approve the compensation paid to the Company's named executive officers in its proxy materials every year, 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 or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.
2
3.
Shares
For
Shares
Against
Abstentions
Broker
Non-Votes
Advisory Vote to Approve the Compensation Paid to the Company's Named Executive Officers
41,673,105
1,440,727
131,134
6,694,543
The proposal was approved, on a non-binding advisory basis, having received the affirmative vote of a majority of the common stock present online or represented by proxy at the Annual Meeting and entitled to vote on the proposal.
4.
Shares
For
Shares
Against
Abstentions
Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2024
47,100,467
2,765,139
73,903
The proposal was approved, having received the affirmative vote of a majority of the common stock present online or represented by proxy at the Annual Meeting and entitled to vote on the proposal.
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Knife River Holding Company published this content on
17 May 2024 and is solely responsible for the information contained therein. Distributed by
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Knife River Corporation is an aggregates-based construction materials and contracting services provider. Its segments include Pacific, Northwest, Mountain, North Central, South and Energy Services. Each geographic segment offers a vertically integrated suite of products and services, including aggregates, ready-mix concrete, asphalt, and contracting services, while the Energy Services segment, which has locations throughout the Companyâs geographic footprint, produces and supplies liquid asphalt and related services, primarily for use in asphalt road construction, and is a supplier to some of the other segments. Through its network of 180 active aggregate sites, 102 ready-mix plants and 56 asphalt plants, it supplies construction materials and contracting services to customers in 14 states. Its construction materials are sold to public and private-sector customers, including federal, state, and municipal governments, as well as industrial, commercial, and residential developers.