Compass Minerals International Inc 8-K, filed Nov 16, 2022
Compass Minerals International Inc (CMP)
8-K
2022-11-16
For: 2022-11-13
View Original
Added on
April 10, 2026
About this 8-K
Compass Minerals International Inc filed this 8-K on November 16, 2022, reporting on events of November 13, 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): November 13 , 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.
☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 13, 2022, the Board of Directors (the “Board”) of Compass Minerals International, Inc. (the “Company”) increased the size of the Board from ten directors to twelve directors and appointed Jon A. Chisholm and Shane T. Wagnon as directors, each with a term expiring at the Company’s next annual meeting of stockholders. Mr. Chisholm and Mr. Wagnon were appointed to the Board pursuant to the terms of that certain Stock Purchase Agreement (the “Stock Purchase Agreement”), dated September 14, 2022, with Koch Minerals & Trading LLC (“KM&T”), which is further described below. Each of Mr. Chisholm and Mr. Wagnon is an employee of an affiliate of KM&T.
Mr. Chisholm and Mr. Wagnon have not been named to any committees of the Board. Pursuant to the terms of the Stock Purchase Agreement, Mr. Chisholm and Mr. Wagnon did not receive equity grants and will not receive compensation for their service on the Board. They will receive reimbursement for reasonable travel and other reasonable and documented out-of-pocket expenses related to the performance of their duties. Each of Mr. Chisholm and Mr. Wagnon has entered into the Company’s standard from of indemnification agreement with the Company.
Pursuant to the Stock Purchase Agreement, the Company agreed to issue and sell in a private placement to KM&T or its affiliate 6,830,700 shares of the Company’s common stock for an aggregate purchase price of $252 million (the “Private Placement”). On October 18, 2022, the Company consummated the Private Placement and as a result, KM&T became a holder of approximately 17% of the Company’s common stock. Pursuant to the Stock Purchase Agreement, KM&T has a right to appoint two designees to the Board, has certain obligations to the Company concerning the voting of its Company shares, is subject to customary transfer and standstill restrictions, and has certain preemptive rights, customary information rights and customary registration rights.
The Company issued a press release announcing the appointment of Mr. Chisholm and Mr. Wagnon to the Board on November 16, 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: November 16, 2022 | By: | /s/ Lorin Crenshaw | ||||||
Name: Lorin Crenshaw | ||||||||
Title: Chief Financial Officer | ||||||||
 | Exhibit 99.1 | ||||
FOR IMMEDIATE RELEASE
Compass Minerals Appoints Jon Chisholm and Shane Wagnon to Board of Directors
OVERLAND PARK, Kan. (Nov. 16, 2022) – Compass Minerals (NYSE: CMP), a leading global provider of essential minerals, today announced the appointments of Jon Chisholm and Shane Wagnon to the company’s board of directors. Chisholm and Wagnon were nominated for appointment by Koch Industries, Inc. (Koch), pursuant to the terms of the recent $252 million strategic equity investment in Compass Minerals by Koch Minerals and Trading, LLC (KM&T), a diverse global trading, logistics and investment company and Koch subsidiary.
“Since the closing of the KM&T investment last month, our company has worked closely with the Koch team to identify opportunities where the expansive capabilities of Koch’s many operating subsidiaries could be leveraged to help create value for Compass Minerals and our shareholders,” said Joe Reece, non-executive chairman of the board. “As an extension of that ongoing partnership, we look forward to the expertise and perspective that Jon and Shane will bring to our board.”
Chisholm currently serves as the managing director for Koch Disruptive Technologies, leading the Energy Transformation investment vertical for the company. Prior to that position, he served from 2014 to 2022 as vice president of KM&T, where he was responsible for business development and strategy, leading investments in steel, specialty chemicals, energy, industrial technologies and bulk commodities. Chisholm started his career at Koch in 2005 and has worked in several roles and for various companies across Koch’s subsidiaries, including Flint Hills Resources, Koch Fertilizer, Koch Carbon and KM&T. He currently serves on the board of directors for PQ Corporation. Chisholm earned a Bachelor of Science in business administration with a major in finance from Oklahoma State University.
Wagnon currently serves as the vice president of trading and terminals for Koch Carbon, LLC. In this role, he holds profit and loss (P&L) responsibility for the company’s low-sulfur petroleum coke division and manages its ocean freight chartering group, along with general business development and strategy. Prior to his current role, Wagnon served from 2012-2019 as general manager of the company’s Global Sulfur business, where he was responsible for supply, trading and sales of elemental sulfur. Wagnon first joined Koch in 2004 and prior to his commercial leadership roles, he specialized in various business development capacities including capital projects, M&A, corporate restructuring, private equity partnerships and tax-equity investments. Wagnon earned a Bachelor of Science in business administration with a major in finance from Wichita State University.
With Chisholm’s and Wagnon’s appointments, the board of directors has expanded to 12 members.
1
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, including, without limitation, statements about the company's efforts to create 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 | Brent Collins | ||||
Chief Public Affairs and Sustainability Officer | Vice President, Investor Relations | ||||
| +1.913.344.9198 | +1.913.344.9111 | ||||
| MediaRelations@compassminerals.com | InvestorRelations@compassminerals.com | ||||
2