Mailing Address:
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(701) 530-1000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 24, 201223, 2013

Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on April 24, 201223, 2013

The 20122013 Notice of Annual Meeting and Proxy Statement and 20112012 Annual Report
to Stockholders are available at www.mdu.com/proxymaterials.

March 9, 2012

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of MDU Resources Group, Inc. will be held at 909 Airport Road, Bismarck, North Dakota, on Tuesday, April 24, 2012,

	March 13, 2013
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of MDU Resources Group, Inc. will be held at 909 Airport Road, Bismarck, North Dakota, on Tuesday, April 23, 2013, at 11:00 a.m., Central Daylight Saving Time, for the following purposes:     (1) Election of ten directors nominated by the board of directors for one-year terms;     (2) Ratification of the appointment of Deloitte & Touche LLP as the company’s independent auditors for 2012;2013;     (3) Advisory vote to approveApproval, on a non-binding advisory basis, of the compensation of the company’s named executive officers; and     (4) Transaction of any other business that may properly come before the meeting or any adjournment or adjournmentsadjournment(s) thereof. The board of directors has set the close of business on February 25, 2013, as the record date for the determination of common stockholders who will be entitled to notice of, and to vote at, the meeting and any adjournment(s) thereof. The board of directors has set the close of business on February 24, 2012, as the record date for the determination of common stockholders who will be entitled to notice of, and to vote at, the meeting. All stockholders who find it convenient to do so are cordially invited and urged to attend the meeting in person. Registered stockholders will receive a request for admission ticket(s) with their proxy card that can be completed and returned to us postage-free. Stockholders whose shares are held in the name of a bank or broker will not receive a request for admission ticket(s). They should, instead, (1) call (701) 530-1000 to request an admission ticket(s), (2) bring a statement from their bank or broker showing proof of stock ownership as of February 24, 2012,25, 2013, to the annual meeting, and (3) present their admission ticket(s)ticket(s ) and photo identification, such as a driver’s license. Directions to the meeting will be included with your admission ticket. We look forward to seeing you.       By order of the Board of Directors,     Paul K. Sandness   Secretary     MDU Resources Group, Inc.Proxy Statement     Proxy Statement           Page     Page Notice of Annual Meeting of Stockholders           Proxy Statement   1       Voting Information   1       Item 1. Election of Directors   3       Director Nominees   3       Item 2. Ratification of Independent Auditors   10       Accounting and Auditing Matters   10       Item 3. Approval, on a Non-Binding Advisory Vote to ApproveBasis, of the Compensation of the Company’s Named Executive Officers   11       Executive Compensation   12       Compensation Discussion and Analysis   12       Compensation Committee Report   3329       Summary Compensation Table for 20112012   3430       Grants of Plan-Based Awards in 20112012   3631       Outstanding Equity Awards at Fiscal Year-End 20112012   4034       Pension Benefits for 2011Option Exercises and Stock Vested During 2012   4135       Nonqualified Deferred CompensationPension Benefits for 20112012   4435       Nonqualified Deferred Compensation for 2012 38 Potential Payments upon Termination or Change of Control   4539       Director Compensation for 20112012   5346       Information Concerning Executive Officers   5649       Security Ownership   5750       Related Person Transaction Disclosure   5852       Corporate Governance   5852       Section 16(a) Beneficial Ownership Reporting Compliance   6458       Other BusinessConduct of Meeting; Adjournment   6458       Other Business 59 Shared Address Stockholders   6459       20132014 Annual Meeting of Stockholders   6559       Exhibit A – Companies that Participated in the Compensation Surveys used by Towers Perrin (Towers Watson)MDU Resources Group, Inc.’s Human Resources Department   A-1       Exhibit B – Companies Surveyed using Equilar, Inc. – MDU Resources Group, Inc. – Chieffor Named Executive Officer Competitive Analysis Measuring Long-Term Incentive Compensation and Supplemental Income Security Plan Benefits B-1 Exhibit CPositions – Companies Surveyed using Equilar, Inc. – Fidelity Exploration & Production Company – Chief Executive Officer Competitive Analysis Measuring Base Salary, Target Annual Cash Compensation, and Target Total Direct Compensation   C-1B-1     MDU Resources Group, Inc.Proxy Statement   Proxy Statement PROXY STATEMENT The board of directors of MDU Resources Group, Inc. is furnishing this proxy statement beginning March 9, 2012,13, 2013, to solicit your proxy for use at our annual meeting of stockholders on April 24, 2012. 23, 2013, and any adjournment(s) thereof. We are soliciting proxies principally by mail, but directors, officers, and employees of MDU Resources Group, Inc. or its subsidiaries may solicit proxies personally, by telephone, or by electronic media, without compensation other than their regular compensation. Okapi Partners LLC additionally will solicit proxies for approximately $7,000 plus out-of-pocket expenses. We will pay the cost of soliciting your proxy and reimburse brokers and others for forwarding proxy material to you. Okapi Partners LLC additionally will solicit proxies for approximately $7,000 plus out-of-pocket expenses. The Securities and Exchange Commission’s e-proxy rules allow companies to post their proxy materials on the Internet and provide only a Notice of Internet Availability of Proxy Materials to stockholders as an alternative to mailing full sets of proxy materials except upon request. For 2012,2013, we have elected to use the Securities and Exchange Commission’s full set delivery option, which means that while we are posting our proxy materials online, we are also mailing a full set of our proxy materials to our stockholders. We believe that mailing a full set of proxy materials will help ensure that a majority of outstanding shares of our common stock are present in person or represented by proxy at our meeting. We also hope to help maximize stockholder participation. Therefore, even if you previously consented to receiving your proxy materials electronically, you will receive a full set of proxy materials in the mail for this year’s annual meeting. However, we will continue to evaluate the option of providing only a Notice of Internet Availability of Proxy Materials to some or all of our stockholders in the future. VOTING INFORMATION Who may vote?You may vote if you owned shares of our common stock at the close of business on February 24, 2012.25, 2013. You may vote each share that you owned on that date on each matter presented at the meeting.meeting and any adjournment(s) thereof. As of February 24, 2012,25, 2013, we had 188,830,529 shares of common stock outstanding entitled to one vote per share. What am I voting on?You are voting on:     • election of ten directors nominated by the board of directors for one-year terms     • ratification of the appointment of Deloitte & Touche LLP as the company’s independent auditors for 20122013     • approval, on a non-binding advisory vote to approvebasis, of the compensation of the company’s named executive officers and     • any other business that is properly brought before the meeting.meeting or any adjournment(s) thereof. What vote is required to pass an item of business?A majority of our outstanding shares of common stock entitled to vote must be present in person or represented by proxy to hold the meeting. If you hold shares through an account with a bank or broker, the bank or broker may vote your shares on some matters even if you do not provide voting instructions. Brokerage firms have the authority under the New York Stock Exchange rules to vote shares on certain matters when their customers do not provide voting instructions. However, on other matters, when the brokerage firm has not received voting instructions from its customers, the brokerage firm cannot vote the shares on that matter and a “broker non-vote” occurs.This means that brokers may not vote your shares on items 1 and 3 if you have not given your broker specific instructions as to how to vote. Please be sure to give specific voting instructions to your broker so that your vote can be counted.         MDU Resources Group, Inc.Proxy Statement 1   Proxy Statement Item 1 – Election of Directors A majority of votes cast is required to elect a director in an uncontested election. A majority of votes cast means the number of votes cast “for” a director’s election must exceed the number of votes cast “against” the director’s election. “Abstentions” and “broker non-votes” do not count as votes cast “for” or “against” the director’s election. In a contested election, which is an election in which the number of nominees for director exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast. If a nominee becomes unavailable for any reason or if a vacancy should occur before the election, which we do not anticipate, the proxies will vote your shares in their discretion for another person nominated by the board. Our policy on majority voting for directors contained in our corporate governance guidelines requires any proposed nominee for re-election as a director to tender to the board, prior to nomination, his or her irrevocable resignation from the board that will be effective, in an uncontested election of directors only, upon:     • receipt of a greater number of votes “against” than votes “for” election at our annual meeting of stockholders and     • acceptance of such resignation by the board of directors. Following certification of the stockholder vote, the nominating and governance committee will promptly recommend to the board whether or not to accept the tendered resignation. The board will act on the nominating and governance committee’s recommendation no later than 90 days following the date of the annual meeting. Item 2 – Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Auditors for 20122013 Approval of Item 2 requires the affirmative vote of a majority of our common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal. Abstentions will count as votes “against” the proposal. Item 3 – Approval, on a Non-Binding Advisory Vote to ApproveBasis, of the Compensation of the Company’s Named Executive Officers Approval of Item 3 requires the affirmative vote of a majority of our common stock present in person or represented by proxy at the meeting and entitled to vote on the item. Abstentions will count as votes “against” the item. Broker non-votes are not counted as voting power present and, therefore, are not counted in the vote. Unless you specify otherwise when you submit your proxy, the proxies will vote your shares of common stock “for” all directors nominated by the board of directors and “for” items 2 and 3. How do I vote?There are three ways to vote by proxy:     • by calling the toll free telephone number on the enclosed proxy card     • by using the Internet as described on the enclosed proxy card or     • by returning the enclosed proxy card in the envelope provided. You may be able to vote by telephone or the Internet if your shares are held in the name of a bank or broker. Follow their instructions. You may also vote in person at the meeting. However, if you are the beneficial owner of the shares, you must obtain a legal proxy from the holder of record of the shares, usually your bank or broker, and present it at the meeting. A legal proxy identifies you, states the number of shares you own, and gives you the right to vote those shares. Without a legal proxy we cannot identify you as the beneficial owner of the shares or know how many shares you have to vote. Can I revoke my proxy?Yes. You If you are a stockholder of record, you can revoke your proxy by:     • filing written revocation with the corporate secretary before the meeting     • filing a proxy bearing a later date with the corporate secretary before the meeting or     • revoking your proxy at the meeting and voting in person.         2 MDU Resources Group, Inc. Proxy Statement   Proxy Statement ITEM 1. ELECTION OF DIRECTORS   All nominees for director are nominated to serve one-year terms, until the annual meeting of stockholders in 2013 ITEM 1. ELECTION OF DIRECTORS The board expresses its thanks to Terry D. Hildestad, who retired on January 3, 2013. He had served as president and chief executive officer of the company and as a director since August 17, 2006. He had served as president and chief operating officer from May 1, 2005 until August 17, 2006. He began his career with the company in 1974 at Knife River Corporation, where he served in several operating positions before becoming its chief executive officer in 1993 through April 2005. The board also expresses its thanks to Richard H. Lewis for his service on the board, the audit committee, and the nominating and governance committee. Mr. Lewis also served on the compensation committee during his tenure. Mr. Lewis is not standing for reelection as a director after serving on the board since 2005. All nominees for director are nominated to serve one-year terms until the annual meeting of stockholders in 2014 and until their respective successors are elected and qualified, or until their earlier resignation, removal from office, or death. We have provided information below about our nominees, all of whom are incumbent directors, including their ages, years of service as directors, business experience, and service on other boards of directors, including any other directorships held during the past five years. We have also included information about each nominee’s specific experience, qualifications, attributes, or skills that led the board to conclude that he or she should serve as a director of MDU Resources Group, Inc. at the time we file our proxy statement, in light of our business and structure. Unless we specifically note below, no corporation or organization referred to below is a subsidiary or other affiliate of MDU Resources Group, Inc.
We have provided information below about our nominees, all of whom are incumbent directors, including their ages, years of service as directors, business experience, and service on other boards of directors, including any other directorships held during the past five years. We have also included information about each nominee’s specific experience, qualifications, attributes, or skills that led the board to conclude that he or she should serve as a director of MDU Resources Group, Inc. at the time we file our proxy statement, in light of our business and structure. Unless we specifically note below, no corporation or organization referred to below is a subsidiary or other affiliate of ours.
Director Nominees

		Thomas Everist	Director Since 1995
		Age 6263	Compensation Committee
		Mr. Everist has served as president and chairman of The Everist Company, Sioux Falls, South Dakota, an aggregate, concrete, and asphalt production company, since April 15, 2002. He has been a managing member of South Maryland Creek Ranch, LLC, a land development company, since June 2006, and president of SMCR, Inc., an investment company, since June 2006. He was previously president and chairman of L.G. Everist, Inc., Sioux Falls, South Dakota, an aggregate production company, from 1987 to April 15, 2002. He held a number of positions in the aggregate and construction industries prior to assuming his current position with The Everist Company. He is a director of Showplace Wood Products, Sioux Falls, South Dakota, a custom cabinets manufacturer, and has been a director of Raven Industries, Inc., Sioux Falls, South Dakota, a general manufacturer of electronics, flow controls, and engineered films since 1996, and its chairman of the board since April 1, 2009. Mr. Everist has beenserved as a director and chairman of the board of Everist Genomics, Inc., Ann Arbor, Michigan, which provides solutions for personalized medicines since May 2002,2002. He served as Everist Genomics’ chief executive officer from August 2012 to December 2012. He was a director of Angiologix Inc., Mountain View, California, a medical diagnostic device company, from July 2010 through October 2011 when it was acquired by Everist Genomics, Inc., and He has been a director of Bell, Inc., Sioux Falls, South Dakota, a manufacturer of folding cartons and packages, since April 2011.
		Mr. Everist attended Stanford University where he received a bachelor’s degree in mechanical engineering and a master’s degree in construction management. He is active in the Sioux Falls community and currently serves as a director on the Sanford Health Foundation, a non-profit charitable health services organization.organization, and as a member of the Council of Advisors for Searching for Solutions Institute, a non-profit public foundation that provides leaders with resources to address critical social issues. From July 2001 to June 2006, he served on the South Dakota Investment Council, the state agency responsible for prudently investing state funds.
		The board concluded that Mr. Everist should serve as a director of MDU Resources Group, Inc., in light of our business and structure, at the time we file our proxy statement for the following reasons. A significant portion of MDU Resources Group, Inc.’s earnings is derived from its construction services and aggregate mining businesses. Mr. Everist has considerable business experience in this area, with more than 3839 years in the aggregate and construction materials industry. He has also demonstrated success in his business and leadership skills, serving as president and chairman of his companies for over 2425 years. We value other public company board service. Mr. Everist has experience serving as a director and now chairman of another public company, which enhances his contributions to our board. His leadership skills and experience with his own companies and on other boards enable him to be an effective board member and compensation committee chairman. Mr. Everist is our longest serving board member, providing 1718 years of board experience as well as extensive knowledge of our business.

MDU Resources Group, Inc.Proxy Statement	3