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  4. [8-K] Knife River Corp Reports Material Event

Knife River (NYSE: KNF) promotes Peggy Rebstock and wins shareholder backing

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Knife River Corporation reported leadership changes and annual meeting voting results. The board appointed Peggy S. Rebstock, previously Vice President of Financial Planning and Analysis, as Vice President, Chief Accounting Officer and Controller effective May 21, 2026. Her annual base salary will be $320,000, with a target 2026 cash incentive of 50% of base salary, prorated for time in the new role, and an expected 2027 target equity award of 65% of base salary, subject to Compensation Committee approval. She continues to participate in the company’s long-term incentive and Change in Control Severance Plan with a 2x multiple.

Marney L. Kadrmas was retitled Senior Vice President of Financial Strategy, while Rebstock becomes principal accounting officer. At the annual stockholders’ meeting on May 20, 2026, shareholders elected directors Karen B. Fagg and Brian R. Gray, approved on an advisory basis the compensation of named executive officers, and ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026.

Positive

  • None.

Negative

  • None.

Insights

Routine governance updates with executive role shifts and all proposals approved.

The company detailed an internal promotion as Chief Accounting Officer and a retitling of a senior finance executive. These moves keep leadership within existing management, suggesting continuity in financial oversight and accounting processes.

Shareholders elected two directors, backed executive pay on an advisory basis, and ratified the existing auditor, Deloitte & Touche LLP, for 2026. All proposals received majority support of shares present or represented by proxy, indicating general shareholder alignment with current governance and compensation structures.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base salary $320,000 per year Peggy S. Rebstock compensation in new role
Target cash incentive 50% of base salary 2026 annual incentive for Rebstock, prorated
Target equity award 65% of base salary Expected 2027 equity award for Rebstock, subject to approval
Director votes - Karen B. Fagg 44,894,087 for; 2,265,537 against Election of Class III director at 2026 annual meeting
Director votes - Brian R. Gray 47,091,577 for; 60,554 against Election of Class III director at 2026 annual meeting
Say-on-pay votes 45,322,044 for; 1,777,385 against Advisory vote on executive compensation
Auditor ratification votes 49,836,805 for; 1,769,228 against Ratification of Deloitte & Touche LLP for 2026
CIC severance multiple 2x Rebstock’s participation in Change in Control Severance Plan
Change in Control Severance Plan financial
"Ms. Rebstock will also continue to be eligible to participate in the Company’s Change in Control Severance Plan (the “CIC Plan”) with a multiple of 2x"
A change in control severance plan is an agreement that pays executives or employees if a company is sold, merged, or otherwise taken over and they lose their jobs or see their role materially changed. Think of it like a contractual safety net that can require the buyer to pay sizable lump sums or ongoing compensation; investors care because those payments change the cost of a takeover, affect deal negotiations, and influence management’s incentives during merger talks.
long-term incentive plan financial
"Ms. Rebstock will remain a participant in the Company’s long-term incentive plan for the 2026 plan year"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
advisory vote regulatory
"The proposal was approved, on a non-binding advisory basis, having received the affirmative vote of a majority"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm regulatory
"Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"The proposals and the results of the stockholder vote, with fractional share totals rounded to the nearest whole share, are as follows"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Understanding 8-K Material Events →
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT


PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported) May 20, 2026


Knife River Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of(Commission File Number)(I.R.S. Employer Identification No.)
incorporation)
Delaware1-4164292-1008893

1150 West Century Avenue
P.O. Box 5568
Bismarck, North Dakota 58506-5568
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (701) 530-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:
(Title of each class)(Trading Symbol(s))(Name of each exchange on which registered)
Common Stock, $0.01 par valueKNFNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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

Appointment of Peggy S. Rebstock as Vice President, Chief Accounting Officer and Controller

On May 20, 2026, the board of directors (the “Board”) of Knife River Corporation (the “Company”) appointed Peggy S. Rebstock, the Company’s current Vice President of Financial Planning and Analysis, to serve as the Vice President, Chief Accounting Officer and Controller of the Company, effective May 21, 2026.

Ms. Rebstock, age 53, was appointed Vice President of Financial Planning and Analysis of the Company, effective October 6, 2024. She previously served as Region Controller and Assistant Secretary of the Company’s subsidiary, Knife River Corporation – South, from February 1, 2022 until October 5, 2024; and Region Controller and Assistant Secretary of the Company’s subsidiary, Jebro Incorporated, from July 3, 2017 until February 21, 2022.

In connection with Ms. Rebstock’s appointment as Vice President, Chief Accounting Officer and Controller, and as set forth in her offer letter from the Company (the “Offer Letter”), Ms. Rebstock’s annual base salary will be $320,000 per year and she will remain eligible to participate in the Company’s executive incentive compensation plan with a target annual cash incentive of 50% for the 2026 plan year, prorated based on her time in her new role. Ms. Rebstock will remain a participant in the Company’s long-term incentive plan for the 2026 plan year, subject to the terms and conditions of the plan. Ms. Rebstock’s target equity award value for the 2027 plan year is expected to be 65% of her base salary, subject to final approval by the Compensation Committee of the Board in 2027. In addition, Ms. Rebstock is entitled to participate in employee benefit plans and programs generally available to the Company’s executive officers.

Ms. Rebstock will also continue to be eligible to participate in the Company’s Change in Control Severance Plan (the “CIC Plan”) with a multiple of 2x, subject to the terms and conditions of the CIC Plan.

There are no arrangements or understandings between Ms. Rebstock and any other person pursuant to which Ms. Rebstock was appointed as Vice President, Chief Accounting Officer and Controller. Ms. Rebstock does not have any family relationship with any director or officer of the Company or any other person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Ms. Rebstock has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The foregoing description of the Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Offer Letter, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Change in Position for Marney L. Kadrmas

On May 20, 2026, Marney L. Kadrmas was named Senior Vice President of Financial Strategy, instead of her former title as Vice President and Chief Accounting Officer, effective as of May 21, 2026. In connection with Ms. Rebstock’s appointment as Vice President, Chief Accounting Officer and Controller, Ms. Rebstock has assumed the role of principal accounting officer of the Company.

2

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 20, 2026. Three Company proposals were submitted to stockholders as described in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 6, 2026. 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		AbstentionsBroker
Non-Votes
Proposal to Elect Two Class III Directors:
Karen B. Fagg44,894,0872,265,53743,5464,455,896
Brian R. Gray47,091,57760,55451,0394,455,896
All of the Company’s nominees were elected, having received a number of shares voted “for” their election in excess of 50 percent of the number of votes cast with respect to that nominee’s election.

2.

Shares
For		Shares
Against		AbstentionsBroker
Non-Votes
Advisory Vote to Approve the Compensation Paid to the Company's Named Executive Officers45,322,0441,777,385103,7414,455,896

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

3.

Shares
For		Shares
Against		Abstentions
Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 202649,836,8051,769,22853,033

The proposal was approved, having received the affirmative vote of a majority of the shares of common stock present online or represented by proxy at the Annual Meeting and entitled to vote on the proposal.
3

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number    Description

10.1        Offer Letter, dated May 20, 2026, between Knife River Corporation and Peggy S. Rebstock.

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Knife River Corporation


Date May 21, 2026
By /s/ Karl A. Liepitz
Karl A. Liepitz
Vice President, Chief Legal Officer and Secretary
5

Source: View Original Filing on SEC EDGAR

FAQ

What executive leadership change did Knife River (KNF) announce in this 8-K?

Knife River promoted Peggy S. Rebstock to Vice President, Chief Accounting Officer and Controller effective May 21, 2026. She previously led financial planning and analysis and now also serves as the company’s principal accounting officer.

What is Peggy Rebstock’s compensation package at Knife River (KNF)?

Peggy Rebstock receives a $320,000 annual base salary and a 2026 target cash incentive equal to 50% of salary, prorated for time in role. Her 2027 target equity award is expected to equal 65% of base salary, subject to Compensation Committee approval.

How did Knife River (KNF) shareholders vote on director elections in 2026?

Shareholders elected Class III directors Karen B. Fagg and Brian R. Gray. Fagg received 44,894,087 shares for and 2,265,537 against, while Gray received 47,091,577 shares for and 60,554 against, with both exceeding 50% of votes cast in favor.

Was Knife River’s (KNF) executive compensation approved by stockholders?

Yes. The advisory vote on compensation for named executive officers received 45,322,044 shares for, 1,777,385 against, and 103,741 abstentions. This represented a majority of shares present or represented by proxy and entitled to vote on the proposal.

Which audit firm did Knife River (KNF) retain for 2026 and how was it approved?

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026. The ratification received 49,836,805 shares for, 1,769,228 against, and 53,033 abstentions, meeting the required majority approval threshold.

What is Peggy Rebstock’s participation in Knife River’s Change in Control Severance Plan?

Peggy Rebstock continues as a participant in Knife River’s Change in Control Severance Plan with a multiple of 2x. This means her severance benefits under a qualifying change in control scenario are based on a two-times multiplier, subject to the plan’s terms.

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