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) | January 24, 2023 | | --- | --- || 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 January 24, 2023, Mary Korby, a member of the Board of Directors (the “Board”) of Darling Ingredients Inc. (the “Company”) since 2014, notified the Board that she plans to retire from the Board effective at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). Ms. Korby will remain a director and maintain her committee memberships through the 2023 Annual Meeting.

On January 26, 2023, the Board elected Larry A. Barden to the Board effective immediately. In connection with Mr. Barden’s election to the Board, the size of the Board was increased to eleven members. In addition, he was also appointed to the Board’s Environmental, Social and Governance Committee. The Board has determined that Mr. Barden 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. Barden will receive the Company’s standard non-employee director compensation, which currently consists of an annual retainer equal to $95,000, which Mr. Barden has elected to receive in the form of deferred stock units as permitted under the Company’s Non-Employee Director Compensation Program, and an annual grant of $135,000 in value of restricted stock units, with Mr. Barden 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. Barden, 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.

Mr. Barden is a retired partner of Sidley Austin LLP (“Sidley”), an international law firm. He served as Chairman of Sidley’s Management Committee from April 2014 until April 2022 and was a member of its Executive Committee from 1999 through April 2022. Mr. Barden’s principal areas of practice were mergers and acquisitions, securities/corporate finance and strategic counseling/corporate governance. He also serves on the boards of various civic and educational organizations.

The Company engages Sidley for a variety of legal services and paid approximately $4.5 million in legal fees to the law firm in 2022 , a significant portion of which was incurred in connection with legal services related to the Company’s acquisition of Valley Proteins and the financings related to that acquisition, as well as the Company’s acquisitions of the FASA Group and Gelnex.

There are no arrangements or understandings between Mr. Barden and any other person pursuant to which Mr. Barden was selected as a director, and, other than as described above, there are no transactions between Mr. Barden and the Company that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Ms. Korby’s upcoming retirement and Mr. Barden’s 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

FOR IMMEDIATE RELEASE

Jan. 26, 2023

Darling Ingredients Director Mary Korby to retire from Board at Annual Meeting; Larry Barden elected to Board of Directors

IRVING, Texas, – Darling Ingredients Inc. (NYSE: DAR), today announced that long-time board member Mary Korby has informed the board that she plans to retire, effective at the company’s 2023 Annual Meeting of Stockholders. Ms. Korby will remain a director and maintain her committee memberships through the 2023 Annual Meeting.

Separately, the company also announced that Larry A. Barden, former Chairman of the Management Committee of Sidley Austin LLP, has been elected to the board as an independent director, effective immediately; expanding the total number of directors on the board to 11. Mr. Barden will serve on the board’s Environmental, Social and Governance Committee.

Ms. Korby joined the Darling Ingredients board in 2014 following a long and distinguished legal career as a partner at both Weil, Gotshal & Manges LLP and K&L Gates LLP.

“On behalf of the board of directors, I would like to thank Mary for her many years of dedicated service,” said Randall C. Stuewe, Chairman and Chief Executive Officer. “Mary’s significant and meaningful contributions to Darling Ingredients have helped transform our company. Her extensive knowledge and experience in international law helped grow our business and expand our global footprint. We wish Mary all the best in retirement.”

Mr. Barden is a retired partner of Sidley Austin LLP, an international law firm. He served as Chairman of Sidley’s Management Committee from April 2014 until April 2022 and was a member of the Executive Committee from 1999 through April 2022. Mr. Barden’s principal areas of practice were mergers and acquisitions, securities/corporate finance and strategic counseling/corporate governance. He also serves on the boards of various civic and educational organizations.

“I want to extend a warm welcome to Larry as he joins our board of directors,” Stuewe said. “We are fortunate to have his deep breadth of executive management and legal expertise at the board level, as we continue to execute our global growth strategy.”

About Darling Ingredients

Darling Ingredients Inc. (NYSE: DAR) is the largest publicly traded company turning edible by-products and food waste into sustainable products and a leading producer of renewable energy. Recognized as a sustainability leader, the company operates more than 270 facilities in 17 countries and repurposes approximately 15% of the world's meat industry waste streams into value-added products, such as green energy, renewable diesel, collagen, fertilizer, animal proteins and meals and pet food ingredients. To learn more, visit darlingii.com. Follow us on LinkedIn.

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Darling Ingredients Contacts

Investors: Suann Guthrie

Senior VP, Investor Relations, Sustainability & Communications

(469) 214-8202; suann.guthrie@darlingii.com

Media: Jillian Fleming

Director, Global Communications

(972) 541-7115; jillian.fleming@darlingii.com