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BCS

Current Report · Items 5.02, 7.01, 9.01 · 8-K

Compass Minerals International, Inc.

CMPNYSEEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Commercial Officer and Departure of Chief Supply Chain Officer Effective March 25, 2025, Jennifer Hood ceased to serve as Chief Supply Chain Officer of Compass Minerals International, Inc. (the “Company”). Ms.…

Filed Mar 25, 2025Accepted Mar 25, 2025, 4:41 PM EDTCIK 1227654Accession 0001104659-25-027807
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Company context

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. Compass Minerals operates 11 production and packaging facilities with more than 1,800 employees throughout the U.S., Canada and the U.K. Visit compassminerals.com for more information about the company and its products.

Current securities

Recent company filings

  1. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 28, 2026
  2. 4 filingOct 19, 2026
  3. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other EventsOct 15, 2026
  4. 4 filingOct 1, 2026
  5. S-8 filingAug 27, 2026

Disclosure sections

Items 5.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Commercial Officer and Departure of Chief Supply Chain Officer Effective March 25, 2025, Jennifer Hood ceased to serve as Chief Supply Chain Officer of Compass Minerals International, Inc. (the “Company”). Ms. Hood is entitled to receive severance payments under the Company’s previously disclosed Executive Severance Plan, subject to her execution of a release and waiver of claims in the form attached as Exhibit 10.1 which is incorporated by reference herein. In connection with Ms. Hood’s departure, the post-separation non-competition period under the previously disclosed Change in Control Severance Agreement was reduced from two years to one year. Moving forward, the roles of Chief Supply Chain Officer and Chief Sales Officer will be combined into the role of Chief Commercial Officer. Effective March 25, 2025, Benjamin Nichols, the Company’s Chief Sales Officer, was appointed the Company’s Chief Commercial Officer. As Chief Commercial Officer, Mr. Nichols’s base salary will be $435,000 per year. Mr. Nichols’s targeted cash bonus under the Company’s Management Annual Incentive Program (the “MAIP”) will be calculated at 75% of his base salary, with any bonus payments dependent on the Company’s pre-established performance goals. Mr. Nichols will be eligible to receive equity awards as part of the Company’s Long-Term Incentive Program, with a target equity award value of $625,000.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On March 25, 2025, the Company took measures to align the Company’s cost structure to its current business needs as part of a larger strategic refocus to improve the profitability of the Company’s core Salt and Plant Nutrition businesses. Specifically, on March 25, 2025, the Company reduced the headcount of its corporate workforce. In addition, the Company began the process of exiting the Fortress North America, LLC (“Fortress”) fire retardant business, and on March 25, 2025 it terminated the employment of all Fortress employees. In total, the Company eliminated nearly 50 full-time employee positions, representing a reduction of over 10% of its corporate and Fortress workforce. The Company is working with impacted employees to offer severance packages and outplacement services. Related to Fortress, the Company expects to recognize in its results for the quarter ended March 31, 2025, a non-cash impairment related to the write-off of associated assets, subject to assessments of residual value, and a non-cash gain related to the elimination of the remaining contingent consideration liability associated with the Fortress acquisition. In the coming months, the Company plans to further scrutinize costs across the platform to identify potential additional cost-reduction opportunities, including the evaluation of contracts, operational costs and semi-variable costs. On March 25, 2025, the Company issued a press release discussing the matters described above. A copy of this press release is being furnished as Exhibit 99.1. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Forward-Looking Statements and Other Disclaimers This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements about efforts to right-size the Company’s cost structure. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. The Company uses words such as “may,” “would,” “could,” “should,” “will,” “likely,” “expect,” “anticipate,” “believe,” “intend,” “plan,” “forecast,” “outlook,” “project,” “estimate” and similar expressions suggesting future outcomes or events to identify forward-looking statements or forward-looking information. 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 without limitation (i) weather conditions, (ii) inflation, the cost and availability of transportation for the distribution of the Company’s products and foreign exchange rates, (iii) pressure on prices and impact from competitive products, and (iv) any inability by the Company to successfully implement its strategic priorities or its cost-saving or enterprise optimization initiatives. For further information on these and other risks and uncertainties that may affect the Company’s business, see the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the period ended September 30, 2024, and its Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, filed with the SEC, as well as the Company's other SEC filings. The Company undertakes no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect future events or developments, except as required by law. Because it is not possible to predict or identify all such factors, this list cannot be considered a complete set of all potential risks or uncertainties.
Filed exhibits (1)
EX-99.1 (by filename) tm2510340d1_ex99-1.htm

EX-99.1 3 tm2510340d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FINAL 3.25.25 ──────────────────────────────────────────── Compass Minerals Announces Cost Structure Reductions to Align with Current Business Needs Company Eliminates Over 10% of Corporate Workforce Positions Shutters Fire Retardant Business OVERLAND PARK, Kan. (March 25, 2025) - Compass Minerals (NYSE: CMP), a leading global provider of essential minerals, today announced measures to reduce selling, general and administration (SG&A) and other costs to help increase free cash flow and retire debt. These actions are part of a larger strategic refocus to improve the profitability of the company’s core Salt and Plant Nutrition businesses. As one part of the cost-saving initiatives, Compass Minerals reduced its corporate cost structure by eliminating over 10% of the company’s corporate workforce. Additionally, the company has decided to wind down its fire retardant business, Fortress North America (Fortress), and consequently terminate the employment of all associated Fortress employees. The combined actions, effective immediately, eliminate nearly 50 positions. To help further control …

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