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: May 16, 2024

(Date of earliest event reported)

Intrepid Potash, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34025		26-1501877
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

707 17th Street, Suite 4200

Denver, Colorado 80202

(Address of principal executive offices and zip code)

(303) 296-3006

(Registrant’s telephone number, including area code)

Not Applicable
(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 (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:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		IPI		New York Stock Exchange

Indicate by checkmark 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 5.07.

Submission of Matters to a Vote of Security Holders.

The 2024 Annual Meeting of Stockholders of Intrepid Potash, Inc. (the “Company”) was held on May 16, 2024, as a virtual meeting online via live audio webcast (the “Annual Meeting”). At the Annual Meeting, there were 9,469,862 shares represented to vote either in person or by proxy, or 71% of the outstanding shares entitled to vote, which represented a quorum. The Company’s stockholders voted on, and approved, the following proposals at the Annual Meeting:

Proposal 1. Election of two Class I Directors to serve three-year terms expiring at the 2027 Annual Meeting of Stockholders.

Nominee	Votes For		Votes Withheld		Abstentions		Broker Non-Votes
Chris A. Elliott		6,073,402		787,035		52,852		2,556,573
Lori A. Lancaster		3,557,002		3,321,062		35,225		2,556,573

Proposal 2. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2024.

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,343,366		120,228		6,268		—

Proposal 3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

Votes For		Votes Against		Abstentions		Broker Non-Votes
5,856,922		953,282		103,085		2,556,573

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.

	INTREPID POTASH, INC.


Dated: May 21, 2024	By:	/s/ Christina C. Sheehan
		Christina C. Sheehan
		General Counsel and Secretary

Cover	May 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 2024
Entity File Number	001-34025
Entity Registrant Name	Intrepid Potash, Inc.
Entity Central Index Key	0001421461
Entity Tax Identification Number	26-1501877
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	707 17th Street
Entity Address, Address Line Two	Suite 4200
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	296-3006
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	IPI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false