Compass Minerals International Inc 8-K, filed May 4, 2023
Compass Minerals International Inc (CMP)
8-K
2023-05-04
For: 2023-05-03
View Original
Added on
April 10, 2026
About this 8-K
Compass Minerals International Inc filed this 8-K on May 4, 2023, reporting on events of May 3, 2023.
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): May 3 , 2023
(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 May 3, 2023, the Board of Directors (the “Board”) of Compass Minerals International, Inc. (the “Company”) increased the size of the Board from 10 directors to 11 directors and appointed Jill V. Gardiner as a director with a term expiring at the Company’s next annual meeting of stockholders. Ms. Gardiner is an independent director and an audit committee financial expert and has been appointed to the Audit Committee and the Environmental, Health, Safety and Sustainability Committee of the Board.
As a non-employee director, Ms. Gardiner 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, 2022, 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, Ms. Gardiner will receive an equity grant, vesting on the first anniversary of the grant, 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 Ms. Gardiner will serve in advance of the anticipated date of the Company’s 2024 annual meeting of stockholders. Ms. Gardiner and the Company have entered into the Company’s standard form of indemnification agreement.
There is no arrangement or understanding between Ms. Gardiner and any other person pursuant to which Ms. Gardiner was appointed as a director. Furthermore, there are no transactions between Ms. Gardiner (or any member of her 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 Ms. Gardiner's appointment to the Board on May 4, 2023. 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: May 4, 2023 | By: | /s/ Lorin Crenshaw | ||||||
Name: Lorin Crenshaw | ||||||||
Title: Chief Financial Officer | ||||||||
 | Exhibit 99.1 | ||||
FOR IMMEDIATE RELEASE
Compass Minerals Appoints Jill Gardiner as Independent Director
OVERLAND PARK, Kan. (May 4, 2023) – Compass Minerals (NYSE: CMP), a leading global provider of essential minerals, today announced the appointment of Jill V. Gardiner to the company’s board of directors. Gardiner brings significant corporate governance experience serving on both public and private boards, with an emphasis on extractive companies, as well as professional experience in the financial sector.
“Jill’s financial expertise and deep experience as a director will add immediate value to our board,” said Joe Reece, non-executive chairman of the board. “I am pleased to welcome Jill to Compass Minerals during this exciting time of transformation as we focus on sustainable growth, strong financial stewardship and unlocking the intrinsic value of our company for all shareholders.”
Gardiner currently serves as board chair for Capital Power Corporation, a North American wholesale power producer, as well as a member of the board of Hochschild Mining PLC, a leading underground precious metals company. She previously held board positions for Trevali Mining Corporation, a global zinc producer, Capstone Mining Corporation (now Capstone Copper), and Turquoise Hill Resources Ltd. (now a wholly owned subsidiary of Rio Tinto), among a number of other corporate and not-for-profit board appointments. Retiring as a financial consultant in 2015, Gardiner held various leadership roles earlier in her career in investment banking with both RBC Capital Markets and BMO Nesbitt Burns.
Gardiner earned a Bachelor of Science and a Master of Business Administration, both from Queen’s University in Ontario, Canada.
Gardiner has been appointed to the Audit Committee and the Environmental, Health, Safety and Sustainability Committee of the board. With Gardiner’s appointment, the board of directors has expanded to 11 members.
About Compass Minerals
Compass Minerals (NYSE: CMP) 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.
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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 transform, grow and unlock 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 | 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 | ||||
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