Compass Minerals International Inc 8-K, filed Oct 12, 2021
Compass Minerals International Inc (CMP)
8-K
2021-10-12
For: 2021-10-12
View Original
Added on
April 10, 2026
About this 8-K
Compass Minerals International Inc filed this 8-K on October 12, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): October 12, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(913 ) 344-9200
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Effective October 12, 2021, the Board of Directors (the “Board”) of Compass Minerals International, Inc. (the “Company”) increased the size of the Board from eight directors to nine directors and appointed Gareth T. Joyce as a director with a term expiring at the Company’s next annual meeting of stockholders, which is scheduled for February 24, 2022. Mr. Joyce is an independent director and has been appointed to the Environmental, Health, Safety and Sustainability Committee and Nominating/Corporate Governance Committee of the Board.
As a non-employee director, Mr. Joyce will be entitled to receive the same compensation as the Company’s other non-employee directors, as described in the Summary of Non-Employee Director Compensation, which is attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, and in accordance with the Company’s Non-Employee Director Compensation Policy, which is attached as Exhibit 10.21 to the Company’s Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2020. In addition, Mr. Joyce received an equity grant on October 12, 2021, which will vest on October 12, 2022, with an equity value equal to $115,000 (the annual equity award value paid to the Company’s non-employee directors), prorated based on the number days Mr. Joyce will serve in advance of the Company’s 2022 annual meeting of stockholders. Mr. Joyce and the Company have entered into the Company’s standard form of indemnification agreement.
There is no arrangement or understanding between Mr. Joyce and any other person pursuant to which Mr. Joyce was appointed as a director. Furthermore, there are no transactions between Mr. Joyce (or any member of his immediate family) and the Company (or any of its subsidiaries) that would be required to be reported under Item 404(a) of Regulation S-K.
The Company issued a press release announcing Mr. Joyce’s appointment to the Board on October 12, 2021. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
Date: | By: | /s/ James D. Standen | ||||||
Name: James D. Standen | ||||||||
Title: Chief Financial Officer | ||||||||
 | Exhibit 99.1 | ||||
FOR IMMEDIATE RELEASE
Compass Minerals Adds Battery Technology and Sustainability Expertise to Board with Appointment of New Independent Director
OVERLAND PARK, Kan. (Oct. 12, 2021) – Compass Minerals (NYSE: CMP), a leading global provider of essential minerals, today announced the appointment of Gareth Joyce to the company’s board of directors. Joyce brings extensive experience in the transportation sector, with a focus on electric vehicle battery technology and markets.
“With Gareth’s appointment, we are pleased to add key expertise to the board in support of the company’s recently announced lithium development strategy,” said Joe Reece, non-executive chairman of the board. “Gareth’s leadership in the electric vehicle battery sector, coupled with his hands-on knowledge of driving sustainable operations, will be an excellent addition to our board acumen as we maintain focus on maximizing value of our advantaged assets to benefit all stakeholders.”
Joyce is currently the president of Proterra Inc, a leading commercial electric vehicle technology company. He was promoted to his current position in September 2021 after previously serving as president of Proterra’s Powered and Energy business units since November 2020. From 2016 to 2020, he served in a number of leadership roles at Delta Air Lines Inc., most recently as chief sustainability officer. Prior to his time at Delta, from 2004 to 2016, Joyce held roles of increasing responsibility at Daimler AG, including as president and CEO, Mercedes-Benz Canada, and vice president, customer service, Mercedes-Benz USA. Joyce has also served in a number of consulting and management positions in finance and other fields.
Joyce earned a Bachelor of Science in engineering at the University of the Witwatersrand and a Master of Commerce in business management at the University of Johannesburg, both in South Africa.
Joyce has been appointed to the Environmental, Health, Safety and Sustainability Committee and Nominating/Corporate Governance Committee of the board. With Joyce’s appointment, the board of directors has expanded from eight members to nine.
About Compass Minerals
Compass Minerals (NYSE: CMP) is a leading global provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. Its salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial and agricultural applications. And its plant nutrition business manufactures products that improve the quality and yield of crops, while supporting sustainable agriculture. Additionally, its specialty chemical business serves the water treatment industry and other industrial processes. The company operates 15 production and packaging facilities with more than 2,000 employees throughout the U.S., Canada, Brazil and the U.K. Visit compassminerals.com for more information about the company and its products.
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Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the company’s current expectations and involve risks and uncertainties that could cause the company’s actual results to differ materially. The differences could be caused by a number of factors including those factors identified in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the company’s Annual and Quarterly Reports on Forms 10-K and 10-Q, including any amendments, as well as the company’s other SEC filings. The company undertakes no obligation to update any forward-looking statements made in this press release to reflect future events or developments, except as required by law.
| Media Contact | Investor Contact | ||||
| Rick Axthelm | Douglas Kris | ||||
| SVP and Chief Public Affairs Officer | Senior Director of Investor Relations | ||||
| +1.913.344.9198 | +1.917.797.4967 | ||||
| MediaRelations@compassminerals.com | krisd@compassminerals.com | ||||
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