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 25, 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 25, 2021, the Board of Directors (the “Board”) of Darling Ingredients Inc. (the “Company”) elected Enderson Guimaraes to the Board and appointed him as a member of the Board’s Audit Committee, effective immediately. In connection with Mr. Guimaraes’ election to the Board, the size of the Board was increased to ten members. The Board has determined that Mr. Guimaraes is an independent director under the applicable New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines.

In connection with his service as a director, Mr. Guimaraes will receive the Company’s standard non-employee director compensation, which currently consists of an annual retainer equal to $95,000, paid in quarterly installments, and an annual grant of $135,000 in value of restricted stock units, with Mr. Guimaraes to receive a prorated amount of such grant, with the number of restricted stock units granted to be based on the closing price of our common stock on the date of his appointment to the Board. In addition, the Company will enter into its standard form of Indemnification Agreement for directors and executive officers with Mr. Guimaraes, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2008, and is incorporated herein by reference.

There is no arrangement or understanding between Mr. Guimaraes and any other persons pursuant to which he was selected as a director, nor are there any transactions in which Mr. Guimaraes has an interest requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Guimaraes’ election to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

                                News Release

DARLING INGREDIENTS INC. ANNOUNCES

NEW APPOINTMENT TO BOARD OF DIRECTORS

Company Names Enderson Guimaraes as Director

May 25, 2021 – IRVING, Texas – Darling Ingredients Inc. (NYSE: DAR) today announced the appointment of Enderson Guimaraes to its Board of Directors and as a member of its Audit Committee. Mr. Guimaraes joins the Board as an independent director, and his appointment is effective immediately. The appointment of Mr. Guimaraes will expand the total number of directors to ten.

Mr. Guimaraes previously held various positions within the beverage, semi-durables and education industries. His most recent roles were President and COO of Laureate Education Inc, President of PepsiCo Global Operations, CEO PepsiCo Europe and Sub-Sahara Africa, and CEO of Electrolux EMEA. He was member of the Executive Committees of Electrolux, PepsiCo and Laureate. Mr. Guimaraes is currently an independent board member of AutoZone, Inc. and Refresco Group B.V.

"We are excited to add Enderson Guimaraes to our Board. He brings an incredible resume and a robust skill set. His global experience base will help support our world growth strategy.” said Randall C. Stuewe, Chairman and CEO of Darling Ingredients.

About Darling

Darling Ingredients Inc. (NYSE: DAR) is a world leading producer of organic ingredients, generating 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. Darling Ingredients named one of the 50 Sustainability and Climate Leaders in 2021, to learn more Darling Ingredients: The greenest Company on the planet - 50 Sustainability & Climate Leaders (50climateleaders.com). The Company sells its ingredients 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 Greenhouse Gas (GHG) emissions by up to 85% compared to fossil fuels. For additional information, visit the Company's website at http://www.darlingii.com.