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) | February 23, 2021 | | --- | --- || DARLING INGREDIENTS INC. | | --- | | (Exact Name of Registrant as Specified in Charter) | | Delaware | 001-13323 | 36-2495346 | | --- | --- | --- | | (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |

5601 N. MacArthur Blvd., Irving, Texas 75038

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 717-0300

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 (see General Instruction A.2. below):

| ☐ | 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).

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 8.01.    Other Events.

On February 23, 2021, Darling Ingredients Inc. (the “Company”) announced the passing of Charles Macaluso, one of the members of its Board of Directors (the “Board”). Mr. Macaluso also served as Lead Director and as the Chairman of the Company’s Nominating and Corporate Governance Committee. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with its succession plan, the Board has appointed Gary W. Mize to serve as the new Lead Director and as the Chairman of the Company’s Nominating and Corporate Governance Committee. Mr. Mize has served on the Board since 2016 and brings international business experience to the Board having previously held expatriate positions in Switzerland, Brazil and Hong Kong. His international experience, coupled with more than 35 years of experience in agribusiness, including at Noble Group, Cargill Incorporated and ConAgra Foods, Inc., make him a valuable addition to the Board. In addition, his experience serving on the boards of directors of numerous public companies brings to our Board valuable experience in dealing with the complex issues facing boards of directors today and makes him duly qualified to serve as the Company’s Lead Director.

Item 9.01.     Financial Statements and Exhibits.

(d)           Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Document

EXHIBIT 99.1

DARLING INGREDIENTS REGRETFULLY ANNOUNCES THE PASSING OF

CHARLES MACALUSO, A MEMBER OF THE BOARD SINCE 2002

IRVING, TX, Feb. 23, 2021 – Darling Ingredients Inc. (NYSE: DAR), It is with great sadness that Darling Ingredients announces the passing of Charles Macaluso, longtime board member and friend on February 22, 2021.

Mr. Macaluso “Mac” joined the Darling board in 2002, where he faithfully served as a director in various capacities. He most recently served as Lead Director and Chairman of the Nominating and Corporate Governance Committee.

“Mac was a dear friend and mentor to many of us at Darling and we are forever grateful for his many contributions over his nineteen years of service. Mac’s input and leadership was vital in driving unprecedented growth and success at Darling,” said Randall C. Stuewe, Chairman and Chief Executive Officer of Darling Ingredients. “Mac will be greatly missed, and Darling employees and board members wish his family our sincerest condolences during this time.”

For over 20 years, Mr. Macaluso served as a Principal of Dorchester Capital, LLC, a management consulting and corporate advisory service firm. Mr. Macaluso brought substantial experience from both private equity and public company exposure, serving on the boards of directors of numerous public companies.

About Darling

Darling Ingredients Inc. (NYSE: DAR) is one of the world's leading producers of organic ingredients, producing a wide array of sustainable protein and fat products while being one of the largest producers of renewable clean energy. With operations on five continents, Darling collects waste streams from the agri-food industry, repurposing into specialty ingredients, such as hydrolyzed collagen, edible and feed-grade fats, animal proteins and meals, plasma, pet food ingredients, fuel feedstocks, and green bioenergy. The Company sells its products around the globe and works to strengthen our promise for a better tomorrow, creating product applications for health, nutrients and bioenergy while optimizing our services to the food chain. Darling is a 50% joint venture partner in Diamond Green Diesel (DGD), North America's largest renewable diesel manufacturer, currently producing approximately 290 million gallons of renewable diesel annually which products reduce Green House Gas (GHG) emissions by up to 85% compared to fossil fuels. For additional information, visit the Company's website at http://www.darlingii.com. For more information on Darling's ESG efforts, visit http://www.darlingii.com/csr.