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 Public, unedited and unaltered, on 17 May 2024 10:02:03 UTC.