8-K

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 9, 2022

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)

9900 West 109th Street

Suite 100

Overland Park, KS 66210

(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:

☐    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:

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 May 9, 2022, 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 Richard P. Dealy as a director with a term expiring at the Company’s next annual meeting of stockholders. Mr. Dealy is an independent director and an audit committee financial expert and has been appointed to the Audit Committee and the Compensation Committee of the Board.

As a non-employee director, Mr. Dealy 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 December 31, 2021, and in accordance with the Company’s Non-Employee Director Compensation Policy, which is attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. In addition, Mr. Dealy received an equity grant on May 9, 2022, which will vest on May 9, 2023, with an equity value equal to $120,000 (the annual equity award value paid to the Company’s non-employee directors), prorated based on the number of days Mr. Dealy will serve in advance of the anticipated date of the Company’s 2023 annual meeting of stockholders. Mr. Dealy and the Company have entered into the Company’s standard form of indemnification agreement.

There is no arrangement or understanding between Mr. Dealy and any other person pursuant to which Mr. Dealy was appointed as a director. Furthermore, there are no transactions between Mr. Dealy (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. Dealy's appointment to the Board on May 9, 2022. 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.

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.

Document

FOR IMMEDIATE RELEASE

Compass Minerals Bolsters Board’s Financial Expertise Through Appointment of Richard Dealy as Independent Director

OVERLAND PARK, Kan. (May 9, 2022) – Compass Minerals (NYSE: CMP), a leading global provider of essential minerals, today announced the appointment of Richard P. Dealy to the company’s board of directors. In addition to deep financial expertise, Dealy brings broad operational and leadership experience to the board.

“Rich has a proven track record of strong financial stewardship and value creation,” said Joe Reece, non-executive chairman of the board. “We look forward to benefiting from his knowledge and experience as we continue our growth efforts into the strategic, adjacent markets of lithium and fire retardants.”

Dealy currently serves as president and chief operating officer of Pioneer Natural Resources, an independent oil and gas exploration and production company. Prior to that role, which he has held since January 2021, Dealy spent 16 years as Pioneer’s executive vice president and chief financial officer, directing the corporate finance, accounting, treasury, budget and planning, supply chain and marketing functions of the company. He previously held finance positions of increasing responsibility at both Pioneer and its predecessor company, Parker & Parsley Petroleum Company. Dealy began his career as an auditor with KPMG LLP.

A certified public accountant, Dealy earned a Bachelor of Business Administration in accounting and finance from Eastern New Mexico University.

Dealy has been appointed to the Audit Committee and the Compensation Committee of the board. With Dealy’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. The company’s salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial, chemical and agricultural applications. Its plant nutrition products help improve the quality and yield of crops, while supporting sustainable agriculture. Additionally, the company is pursuing development of a sustainable lithium brine resource to support the North American battery market and is a minority owner of Fortress North America, a next-generation fire retardant company. Compass Minerals operates 12 production and packaging facilities with nearly 2,000 employees throughout the U.S., Canada and the U.K. Visit compassminerals.com for more information about the company and its products.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about the company's growth efforts. 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.

2