Compass Minerals International Inc 8-K, filed Mar 24, 2022
Compass Minerals International Inc (CMP)
8-K
2022-03-24
For: 2022-03-24
View Original
Added on
April 10, 2026
About this 8-K
Compass Minerals International Inc filed this 8-K on March 24, 2022.
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): March 24 , 2022
(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.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective March 24, 2022, the Board of Directors (the “Board”) of Compass Minerals International, Inc. (the “Company”) increased the size of the Board from seven directors to eight directors and appointed Edward C. Dowling, Jr. as a director with a term expiring at the Company’s next annual meeting of stockholders. Mr. Dowling is an independent director and has been appointed to the Compensation Committee and the Environmental, Health, Safety and Sustainability Committee of the Board.
As a non-employee director, Mr. Dowling 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. Dowling received an equity grant on March 24, 2022, which will vest on March 24, 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. Dowling will serve in advance of the anticipated date of the Company’s 2023 annual meeting of stockholders. Mr. Dowling and the Company have entered into the Company’s standard form of indemnification agreement.
There is no arrangement or understanding between Mr. Dowling and any other person pursuant to which Mr. Dowling was appointed as a director. Furthermore, there are no transactions between Mr. Dowling (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. Dowling's appointment to the Board on March 24, 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.
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: March 24, 2022 | By: | /s/ Lorin Crenshaw | ||||||
Name: Lorin Crenshaw | ||||||||
Title: Chief Financial Officer | ||||||||
 | Exhibit 99.1 | ||||
FOR IMMEDIATE RELEASE
Compass Minerals Appoints Edward Dowling as Independent Director
OVERLAND PARK, Kan. (March 24, 2022) – Compass Minerals (NYSE: CMP), a leading global provider of essential minerals, today announced the appointment of Edward C. Dowling, Jr. to the company’s board of directors. Dowling brings more than 30 years of mining experience, with a specialization in minerals mining, both at the executive and board levels.
“Over his distinguished career, Ed has built a proven track record of value creation by way of safe, productive and fiscally disciplined mining operations,” said Joe Reece, non-executive chairman of the board. “Our board looks forward to leveraging his experience and expertise as Compass Minerals works to maximize shareholder value through sustainable earnings growth.”
Dowling served as the president, CEO and director of Alacer Gold Corp., now SSR Mining Inc., from 2008 to 2012, and chairman from 2013 to 2020. Previously, he held executive roles with both domestic and international mining companies, including as president and CEO of Meridian Gold Inc. from 2006 to 2007 and executive director for mining and exploration at De Beers S.A., a diamond producer, from 2004 to 2006. He also served as executive vice president for operations at Cleveland-Cliffs, Inc., an iron and steel producer, from 1998 to 2004. Mr. Dowling is the former chairman of the board of PJSC Polyus. He is currently chairman of the board of Copper Mountain Mining Corporation. Additionally, he serves on the board of directors of Teck Resources Ltd. and SSR Mining Inc.
A former petty officer in the U.S. Navy, Dowling earned a Bachelor of Science in mining engineering and mineral processing, a Master of Science in mineral processing, and a Doctorate in mineral processing from Pennsylvania State University.
Dowling has been appointed to the Compensation Committee and the Environmental, Health, Safety and Sustainability Committee of the board. With Dowling’s appointment, the board of directors has expanded from seven members to eight.
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 and agricultural applications. Its plant nutrition business manufactures products that improve the quality and yield of crops, while supporting sustainable agriculture. And its specialty chemical business serves the water treatment industry and other industrial processes. 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 15 production and packaging facilities with more than 2,000 employees throughout the U.S., Canada, the U.K. and Brazil. 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, including, without limitation, statements about the company's ability to maximize shareholder value. 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 | ||||
Chief Public Affairs and Sustainability Officer | Senior Director of Investor Relations | ||||
| +1.913.344.9198 | +1.917.797.4967 | ||||
| MediaRelations@compassminerals.com | krisd@compassminerals.com | ||||
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