DAR 8-K
Darling Ingredients Inc. (DAR)
8-K
2024-09-16
For: 2024-09-13
View Original
Added on
April 04, 2026
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
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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).
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2024, the Board of Directors (the “Board”) of Darling Ingredients Inc. (the “Company”) elected Randy L. Hill to the Board and appointed him as a member of the Board’s Audit Committee and Sustainability Committee, effective immediately. In connection with Mr. Hill’s election to the Board, the size of the Board was increased to ten members. The Board has determined that Mr. Hill 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. Hill will receive the Company’s standard non-employee director compensation, which currently consists of an annual retainer equal to $100,000, paid in quarterly installments, and an annual grant of $150,000 in value of restricted stock units, with Mr. Hill 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. Hill, 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. Hill and any other persons pursuant to which he was selected as a director, nor are there any transactions in which Mr. Hill has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Hill’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.
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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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.
| DARLING INGREDIENTS INC. | |||||||||||
| Date: September 16, 2024 | By: | /s/ John F. Sterling | |||||||||
| John F. Sterling | |||||||||||
| Executive Vice President, General Counsel | |||||||||||
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
September 16, 2024
Darling Ingredients Elects Randy Hill to Board of Directors
IRVING, Texas, – Darling Ingredients Inc. (NYSE: DAR), today announced that it has elected Randy Hill to the board as an independent director, effective immediately. Hill will serve on the board’s sustainability and audit committees.
“We are pleased to welcome Randy to our board of directors,” said Randall C. Stuewe, Chairman and CEO. “His vast experience in the financial services industry, coupled with his expertise in advising companies with both domestic and international operations, will provide valuable insights into complex financial analysis and global reporting for our multifaceted business.”
Hill is currently a partner at Opportune LLP, a business advisory firm focused on consulting, outsourcing and investment banking. He previously served in many roles during his tenure as a partner in the audit practice of KPMG, including Audit Partner-in-Charge at KPMG’s Dallas office. Randy has worked with Fortune 500 boards on corporate governance matters, advised on mergers and acquisitions, complex audit and accounting matters, initial public offerings, capital market transactions and assisted clients to develop new accounting standard implementations and disclosures.
About Darling Ingredients
A pioneer in circularity, Darling Ingredients Inc. (NYSE: DAR) takes material from the animal agriculture and food industries, and transforms them into valuable ingredients that nourish people, feed animals and crops, and fuel the world with renewable energy. The company operates over 260 facilities in more than 15 countries and processes about 15% of the world’s animal agricultural by-products, produces about 30% of the world’s collagen (both gelatin and hydrolyzed collagen), and is one of the largest producers of renewable energy. 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; [email protected]
Media: Jillian Fleming
Director, Global Communications
(972) 541-7115; [email protected]