Securities Registration: Employee Benefit Plan (s-8)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)


Delaware			36-3972986
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

9900 West 109th Street

Suite 100

Overland Park, KS 66210

(913) 344-9200

(Address of principal executive offices, zip code and telephone number, including area code)

COMPASS MINERALS INTERNATIONAL, INC. 2020 INCENTIVE AWARD PLAN

(Full title of the plan)

LORIN CRENSHAW

CHIEF FINANCIAL OFFICER

COMPASS MINERALS INTERNATIONAL, INC.

9900 WEST 109TH STREET, SUITE 100

OVERLAND PARK, KS 66210

(Name and address of agent for service)

(913) 344-9200

(Telephone number, including area code, of agent for service)

Copies to:

BRADD WILLIAMSON

LATHAM & WATKINS LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 906-1200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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 7(a)(2)(B) of the Securities Act.

☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 750,000 shares of the Company’s Common Stock issuable under the 2020 Plan as a result of the first amendment to the 2020 Plan, for which the registration statement of the Company on Form S-8 (File No. 333-238252) is effective.

Incorporation of Documents by Reference.

Pursuant to Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the Commission on May 14, 2020 (File No. 333-238252) is incorporated by reference herein; except for Item 8 which is being updated by this Registration Statement.

Item 8. Exhibits.

The Exhibits listed on the accompanying Index to Exhibits are filed as part hereof, or incorporated by reference into, this Registration Statement. See Exhibit Index below.


Exhibit No.						Exhibit Description
4.1						Amended and Restated Certificate of Incorporation of Compass Minerals International, Inc. (incorporated herein by reference to Exhibit 3.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on May 19, 2020).
4.2						By-laws of Compass Minerals International, Inc., amended and restated as of December 26, 2020 (incorporated herein by reference to Exhibit 3.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on December 30, 2020).
5.1*						Opinion of Latham & Watkins LLP.
23.1*						Consent of Ernst & Young LLP as to Compass Minerals International, Inc.
23.2*						Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1*						Power of Attorney (included on the signature page hereto).
99.1						Compass Minerals International, Inc. 2020 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to Compass Minerals International, Inc.’s Registration Statement on Form S-8, File No. 333-23852, filed on May 14, 2020).
99.2						First Amendment to the Compass Minerals International, Inc. 2020 Incentive Award Plan. (incorporated by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).
99.3						2020 Form of Non-Employee Director Award Grant Notice (DSUs) (incorporated by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
99.4						2020 Form of Non-Employee Director Award Grant Notice (RSUs) (incorporated by reference to Exhibit 10.3 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
99.5						2020 Form of Stock Option Grant Notice (incorporated by reference to Exhibit 10.5 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
99.6						2020 Form of Restricted Stock Unit Grant Notice (incorporated by reference to Exhibit 10.6 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
99.7						2021 Form of Restricted Stock Unit Grant Notice (incorporated by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on January 5, 2021).
99.8						2020 Form of Performance Stock Unit Grant Notice (rTSR) (incorporated by reference to Exhibit 10.7 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 20, 2020).
99.9						Fiscal 2022 Form of Performance Stock Unit Grant Notice (rTSR) (incorporated by reference to Exhibit 10.42 to the Company’s Transition Report on Form 10-KT for the transition period ended September 30, 2021).
99.10						2021 Form of Performance Stock Unit Grant Notice (EBITDA Growth) (incorporated by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on January 5, 2021).
107.1*						Filing Fee Table
* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Overland Park, State of Kansas, on June 13, 2022.


			COMPASS MINERALS INTERNATIONAL, INC.

			By:			/s/ Lorin Crenshaw
						Lorin Crenshaw
						Chief Financial Officer

POWER OF ATTORNEY

Each of the undersigned officers and directors of Compass Minerals International, Inc. hereby constitutes and appoints Kevin S. Crutchfield, Lorin Crenshaw and Teresa D. Cook, and each of them any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, each acting alone, or such person’s substitute or substitutes, lawfully may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 13, 2022.


			Signature						Capacity

			/s/ Kevin S. Crutchfield						President, Chief Executive Officer and Director
			Kevin S. Crutchfield						(Principal Executive Officer)

			/s/ Lorin Crenshaw						Chief Financial Officer
			Lorin Crenshaw						(Principal Financial Officer)

			/s/ Teresa D. Cook						Chief Accounting Officer
			Teresa D. Cook						(Principal Accounting Officer)

			/s/ Richard P. Dealy						Director
			Richard P. Dealy

			/s/ Edward C. Dowling						Director
			Edward C. Dowling

			/s/ Eric Ford						Director
			Eric Ford

			/s/ Gareth T. Joyce						Director
			Gareth T. Joyce

			/s/ Joseph E. Reece						Director
			Joseph E. Reece

			/s/ Lori A. Walker						Director
			Lori A. Walker

			/s/ Paul S. Williams						Director
			Paul S. Williams

			/s/ Amy J. Yoder						Director
			Amy J. Yoder