Knife River Corp

1. 1

   Election of Two Class III Directors

   ManagementBoard: FOR

   Election of two Class III directors for one-year terms expiring at the 2027 annual meeting.

2. 2

   Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).

   More detail

   The proposal requests a non-binding advisory approval of the company’s named executive officers’ compensation as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis and compensation tables. Management and the compensation committee argue the program aligns pay with performance, with a substantial portion of compensation at risk and tied to measurable financial and safety targets, long-term PSUs tied to TSR relative to peers and Adjusted EBITDA margin growth, and features that discourage excessive risk (clawback policy, stock ownership, balanced pay mix). The board recommends a vote FOR; it will consider the advisory vote when making future compensation decisions but the vote is non-binding. The context includes a strong pay-for-performance design, independent compensation consultant engagement, and prior high shareholder support (95% approval in 2025).

3. 3

   Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the audit committee’s appointment of Deloitte & Touche LLP as the company’s independent auditors for fiscal year 2026.

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When is the Knife River Corp 2026 annual meeting?

Knife River Corp (KNF) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Knife River Corp 2026 meeting?

The record date for the Knife River Corp 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Knife River Corp's 2026 meeting?

The board is presenting 2 director nominees at the Knife River Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Knife River Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Knife River Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.