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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. Effective December 18, 2025, the Board of Directors (the “Board”) of Compass Minerals International, Inc.…

Filed Dec 19, 2025Accepted Dec 18, 2025, 6:55 PM ESTCIK 1227654Accession 0001104659-25-122646
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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. Effective December 18, 2025, the Board of Directors (the “Board”) of Compass Minerals International, Inc. (the “Company”) increased the size of the Board from eight to 12 directors and appointed Russell Ball, Denise Merle, Mark Roberts and David Safran to the Board, each with a term expiring at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”), as part of a Board refreshment initiative. Mr. Ball has been appointed to the Audit Committee and the newly established Capital Allocation and Technical Committee (the “CAT Committee”); Ms. Merle has been appointed to the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee (the “NCG Committee”); Mr. Roberts has been appointed to the Environmental, Health, Safety and Sustainability Committee (the “EHSS Committee”), the NCG Committee and the CAT Committee; and Mr. Safran has been appointed to the EHSS Committee and the CAT Committee. As non-employee directors, each new director will be entitled to receive the same compensation as the Company’s other non-employee directors, as described in the Summary of Non-Employee Director Compensation, as of January 1, 2026, which is attached as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and in accordance with the Company’s Non-Employee Director Compensation Policy, which is attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. In addition, each new director will receive an equity grant, vesting on the first anniversary of the grant, with an equity value equal to a portion of $120,000 (the annual equity award value paid to the Company’s non-employee directors), prorated based on the number of days each new director will serve in advance of the anticipated date of the Company’s 2026 Annual Meeting. Each new director will enter into the Company’s standard form of indemnification agreement with the Company. There are no arrangements or understandings between any of Mr. Ball, Ms. Merle, Mr. Roberts, and Mr. Safran and any other person pursuant to which they will join the Board. Mr. Safran is President and Chief Executive Officer of Innovative Surface Solutions (“Innovative”). Since the beginning of our last fiscal year, the Company has purchased salt-treatment materials from Innovative in a total amount of approximately USD $3,170,000. As a result of such transactions, the Board has determined that Mr. Safran is not an independent director. Other than as disclosed above, there are no transactions between Mr. Ball, Ms. Merle, Mr. Roberts or Mr. Safran and the Company that would be required to be reported under Item 404(a) of Regulation S-K. In connection with the Board refreshment initiative, on December 18, 2025, Lori Walker, Vance Holtzman and Shane Wagnon each notified the Company that they will not be standing for reelection to the Board at the Company’s 2026 Annual Meeting, and Joe Reece notified the Company that while he will stand for reelection at the Company’s 2026 Annual Meeting, he does not intend to seek reelection at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”). The Company expects to reduce the size of the Board to nine directors effective at the 2026 Annual Meeting, and then further reduce the size of the Board back to eight directors at or before the 2027 Annual Meeting. None of Mr. Holtzman’s, Mr. Wagnon, Mr. Reece’s or Ms. Walker’s decisions not to stand for reelection resulted from any disagreement with the Company.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure On December 18, 2025, the Company issued a press release announcing the Board refreshment initiative, associated changes in Board composition and the creation of the new CAT Committee. The press release is attached as Exhibit 99.1 and is incorporated by reference. The information contained in this Item 7.01 and 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.
Filed exhibits (1)
EX-99.1 (by filename) tm2533931d1_ex99-1.htm

EX-99.1 2 tm2533931d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Compass Minerals Announces Additions to Board of Directors OVERLAND PARK, Kan. (Dec. 18, 2025) - Compass Minerals (NYSE: CMP), a leading global provider of essential minerals, today announced the company’s board of directors (the board) appointed four new directors as part of a board refreshment initiative. Joe Reece, non-executive chair of the board, commented, “The addition of these directors further enhances the expertise on the board to support the company as it focuses on its core Salt and Plant Nutrition businesses. Importantly, the additions bring more specific domain expertise to support the company’s back-to-basics strategy. They bring deep knowledge and experience in industrial and manufacturing businesses, and in some cases have direct experience in the salt and plant nutrition industries. I’m confident that they will complement our board and leadership team and help accelerate the progress being made to improve the performance and profitability of the business.” Compass Minerals has expanded the size of its board from eight to 12 directors to accommodate these appointments. In ad…

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