Form 8-K - Current report

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 21, 2024

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-31921	36-3972986
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9900 West 109th Street

Suite 100

Overland Park, KS 66210

(Address of principal executive offices)

(913) 344-9200

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

☐ 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:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.01 par value

CMP

The New York Stock Exchange

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).

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 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.

Departure of Chief Operations Officer and Appointment of New Chief Operations Officer

Effective February 21, 2024, George Schuller, Jr. ceased to serve as Chief Operations Officer of Compass Minerals International, Inc. (the “Company”), and the Company appointed Gordon Dunn as its new Chief Operations Officer.

Mr. Dunn, age 61, joined the Company in October 2007 and has over 40 years of combined experience in mining. He had served as Managing Director of the Company’s operations in the United Kingdom since January 2014, which include the Winsford mine, the largest salt mine in the United Kingdom, and the DeepStore records management business. Earlier in his career he held positions of increasing responsibility at Air Liquide UK Limited, a gas, equipment and services company, Linde Gas, a global multinational chemical company, and UK Coal, the largest coal mining business in the United Kingdom. Mr. Dunn earned his master of business administration degree from the University of Hull and his bachelor’s degree in mining and mining engineering from Nottingham Trent University.

Mr. Dunn’s base salary will be $525,000 per year. Mr. Dunn’s targeted cash bonus under the Company’s Management Annual Incentive Program will be calculated at 75% of his base salary, with any bonus payments dependent on the Company’s pre-established performance goals. Mr. Dunn will also be eligible to receive equity awards as part of the Company’s Long-Term Incentive Program, with a target equity award value of $1,000,000. Mr. Dunn will be eligible to participate in the employee benefit plans and programs generally available to the Company’s executive officers. Mr. Dunn will also be designated as an eligible executive under the Company’s Executive Severance Plan. Mr. Dunn’s employment with the Company is at-will.

Mr. Dunn does not have any family relationships with any director or executive officer of the Company, and there is no arrangement or understanding between Mr. Dunn and any other person pursuant to which Mr. Dunn was appointed as Chief Operations Officer. Furthermore, there are no transactions between Mr. Dunn (or any member of his immediate family) and the Company (or any of its subsidiaries) that would be required to be reported under Item 404(a) of Regulation S-K.

The Company issued a press release announcing Mr. Dunn’s appointment on February 21, 2024. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Exhibit Description
99.1						Press Release issued by Compass Minerals International Inc. on February 21, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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



	COMPASS MINERALS INTERNATIONAL, INC.

Date: February 21, 2024	By:	/s/ Lorin Crenshaw
		Name: Lorin Crenshaw
		Title: Chief Financial Officer


			Exhibit 99.1

FOR IMMEDIATE RELEASE

Compass Minerals Names Gordon Dunn Chief Operations Officer

OVERLAND PARK, Kan. (Feb. 21, 2024) – Compass Minerals (NYSE: CMP), a leading global provider of essential minerals, today announced the appointment of Gordon Dunn as the company’s new chief operations officer (COO). In this role, Dunn holds executive management responsibility over all global operations within the company’s Salt and Plant Nutrition businesses, building upon his tenure leading the company’s U.K. operations since January 2012.

“In addition to Gordon’s extensive experience leading safe and responsible operations, his technical expertise will serve us well as we focus on operational efficiencies and cost reduction initiatives across our operating footprint. His deep familiarity with our salt mining assets will be particularly important,” said Edward C. Dowling Jr., president and CEO. “I’m confident his steady leadership will further bolster the strong performance culture we are building, which we expect will ultimately translate to improved returns for shareholders.”

Dunn brings more than 40 years of combined experience in mining. Prior to joining Compass Minerals in October 2007, Dunn held positions of increasing responsibility at Air Liquide UK Limited, a gas, equipment and services company, Linde Gas, a global multinational chemical company, and UK Coal, the largest coal mining business in the United Kingdom.

Dunn earned a Master of Business Administration from the University of Hull and a Bachelor of Science in mining and mining engineering from Nottingham Trent University.

Dunn succeeds George J. Schuller Jr. who had served as the company’s COO since September 2019. As part of this transition, Schuller has left Compass Minerals.

About Compass Minerals

Compass Minerals (NYSE: CMP) is a leading global provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. The company’s salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial, chemical and agricultural applications. Its plant nutrition products help improve the quality and yield of crops, while supporting sustainable agriculture. Additionally, its next-generation, long-term fire retardant products provide a more innovative and environmentally friendly option in the fight against wildfires. Compass Minerals operates 12 production and packaging facilities with nearly 2,000 employees throughout the U.S., Canada and the U.K. Visit compassminerals.com for more information about the company and its products.


Investor Contact			Media Contact
Brent Collins			Rick Axthelm
Vice President, Investor Relations			Chief Public Affairs and Sustainability Officer
+1.913.344.9111			+1.913.344.9198
InvestorRelations@compassminerals.com			MediaRelations@compassminerals.com

Forward-Looking Statements and Other Disclaimers

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding cost reduction, cash flow and shareholder value. These statements are based on the company’s current expectations and involve risks and uncertainties that could cause the company’s actual results to differ materially. The differences could be caused by a number of factors including those factors identified in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the company’s Annual and Quarterly Reports on Forms 10-K and 10-Q, including any amendments, as well as the company’s other SEC filings. The company undertakes no obligation to update any forward-looking statements made in this press release to reflect future events or developments, except as required by law.

Cover Page	Feb. 21, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 21, 2024
Entity Registrant Name	Compass Minerals International, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31921
Entity Tax Identification Number	36-3972986
Entity Address, Address Line One	9900 West 109th Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Overland Park
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	66210
City Area Code	913
Local Phone Number	344-9200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	CMP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001227654
Amendment Flag	false