Form 8-K COMPASS MINERALS INTERNA For: Nov 16
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E-mailUNITED 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): November 16, 2018
Commission File Number 001-31921
Compass Minerals International, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 36-3972986 (I.R.S. Employer Identification No.) |
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)
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)) |
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 President, Chief Executive Officer and Board Member
On November 16, 2018, the Board of Directors (the “Board”) of Compass Minerals International, Inc. (the “Company”) and Francis C. Malecha mutually agreed that Mr. Malecha will step down from his position as President, Chief Executive Officer and Board member effective November 19, 2018 and Mr. Malecha would remain as advisor to the Company until December 31, 2018 (the “Separation Date”).
On November 19, 2018, the Company and Mr. Malecha entered into a Separation Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Malecha is entitled to receive the payments and benefits contemplated by Section 10(b) of his Amended and Restated Employment Agreement dated August 3, 2017 (the “Employment Agreement”), which includes his base salary, benefits earned and reimbursement of business expenses, through the Separation Date. In addition, as provided in the Employment Agreement and subject to Mr. Malecha entering into a release and waiver of claims, Mr. Malecha will be entitled to (a) receive a lump sum payment of $1,200,465 (less applicable deductions and withholdings), which amount represents eighteen months of Mr. Malecha’s base salary as of the Separation Date, (b) receive a lump sum payment of $880,341 (less applicable deductions and withholdings), which amount represents Mr. Malecha’s annual performance based incentive compensation bonus at the target level for 2018, (c) receive a lump sum payment of $31,500 (less applicable deductions and withholdings)in lieu of the 401(k) plan Company match with respect to 2018, which is in excess of the IRS maximum contribution limits for the 401(k) plan and would have been paid into Mr. Malecha’s Restoration Plan account, (d) reimbursement up to a maximum of 18 months for premium payments for COBRA coverage, (e) immediate vesting of all stock options and restricted stock units granted through the Separation Date, and (f) continued earning/vesting of any performance based units granted through the Separation Date as if his employment continued through the date of earning or vesting for any such unit.
Appointment of Chairman of the Board
Richard S. Grant, who was serving as the Board’s Lead Independent Director, was appointed Chairman of the Board, effective November 17, 2018. Effective with this appointment, Mr. Grant received an award of 8,000 deferred stock units.
Appointment of Interim President and Chief Executive Officer
On November 17, 2018, the Board appointed Mr. Grant as Interim President and Chief Executive Officer, effective as of November 19, 2018.
The Company and Mr. Grant entered into a letter agreement, dated November 19, 2018 (the “Interim CEO Letter Agreement”), setting forth the compensation Mr. Grant will receive for his service as Interim President and Chief Executive Officer. Under the Interim CEO Letter Agreement, Mr. Grant will be entitled to receive (a) $95,000 per month, (b) $300,000 cash bonus upon the appointment of the new President and Chief Executive Officer, (c) an award of 7,500 deferred stock units upon the appointment of the new President and Chief Executive Officer and his assuming the role of Non-Executive Chairman of the Board, and (d) reimbursement of any temporary housing expenses and business expenses. Mr. Grant will not receive compensation for his services as a Board member while serving as Interim President and Chief Executive Officer.
The descriptions of the Separation Agreement, Employment Agreement and Interim CEO Letter Agreement contained in this Form 8-K are not intended to be complete, and are qualified in its entirety by reference to the complete text of the Separation Agreement and Interim CEO Letter Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, and the complete text of the Employment Agreement, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 4, 2017, and each incorporated by reference herein.
Size of the Board of Directors
Effective November 19, 2018, the Board decreased the size of the Board from nine directors to eight directors.
Amendment to 2015 Incentive Award Plan
On November 17, 2018 the Board approved amendments to the Company’s 2015 Incentive Award Plan (“Amendment”). The Amendment provides (i) flexibility to grant up to 5% of the 3 million shares authorized under the plan
without any vesting requirements, (ii) flexibility for share withholding above the minimum federal income tax statutory rates when net settling equity awards and (iii) simplifies the granting of awards to independent directors which are excluded from the 3 year vesting requirement at any time as opposed to only as part of an annual or quarterly retainer for services.
The description of the Amendment contained in this Form 8-K is not intended to be complete, and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached as Exhibit 10.3 and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On November 19, 2018, the Company issued a press release announcing Mr. Malecha’s departure from the Company and Mr. Grant’s appointments as Chairman of the Board and Interim President and Chief Executive Officer. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Description | |
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: November 19, 2018 | By: | /s/ Diana C. Toman |
Name: Diana C. Toman | ||
Title: Senior Vice President, General Counsel and Corporate Secretary | ||
Exhibit 10.1
SEPARATION AGREEMENT
This SEPARATION AGREEMENT (this “Agreement”) is by and between Compass Minerals International, Inc. (the “Company”), by and on behalf of itself and the Company Affiliates (as defined herein), and Fran Malecha (“Executive”) (collectively the “parties”). This SEPARATION AGREEMENT shall become effective as of the date Executive signs it, except as otherwise provided herein.
WHEREAS, Executive is currently employed by the Company as President and Chief Executive Officer pursuant to an Amended and Restated Employment Agreement dated August 3, 2017 (the “Employment Agreement”) (capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Employment Agreement);
WHEREAS, the parties agree Executive will no longer serve as President and Chief Executive Officer as of November 19, 2018;
WHEREAS, the parties agree that from November 19, 2018 through the Executive’s last day of active employment with the Company on December 31, 2018 (the “Separation Date”), the Executive will serve as an advisor to the Company on an as needed basis as reasonably requested by the Company;
WHEREAS, the Employment Agreement and Executive’s employment thereunder shall be terminated pursuant to Section 10(b) of the Employment Agreement on the Separation Date and Executive shall be entitled to receive the payments and benefits contemplated thereby without modification;
NOW, THEREFORE, in consideration of the promises, agreements, and releases in this Agreement, the adequacy and sufficiency of which the parties hereby expressly acknowledge, the parties agree as follows:
1. The Company agrees:
a. Executive shall receive the following through the Separation Date: Executive’s Base Salary, Executive’s benefits earned (including those under all qualified and nonqualified compensation and benefit plans and programs in which Executive currently participates), and reimbursement of Executive’s business expenses properly incurred. In addition, Executive shall be eligible to participate in all benefit and other plans through the Separation Date.
b. Provided Executive executes and does not revoke this Agreement and executes and does not revoke a Company-approved Final Release and Waiver of Claims in substantially the form attached hereto as Exhibit A (the “Post-Termination Release”) on or following the Separation Date, in accordance with its terms, Executive shall be eligible to receive the severance payments and benefits pursuant to Section 10(b) of the Employment Agreement (the “Severance Payments and Benefits”), in accordance with the terms and conditions of the Employment Agreement, which Severance Payments and Benefits, for the avoidance of doubt, shall consist of:
(i) The Company and/or one of the Company Affiliates will on the first payroll payment date of the Company following the effective date of the Post-Termination Release provide Executive with a lump sum payment in the amount of $1,200,465 (less applicable deductions and withholdings), which amount represents eighteen (18) months of Executive’s Base Salary as of the Separation Date.
(ii) The Company and/or one of the Company Affiliates will on the first payroll payment date of the Company following the effective date of the Post-Termination Release provide
Executive with a lump sum payment in the amount of $880,341 (less applicable deductions and withholdings), which amount represents Executive’s performance-based incentive compensation at target level for 2018.
(iii) The Company and/or one of the Company Affiliates will on the first payroll payment date of the Company following the effective date of the Post-Termination Release provide Executive with a lump sum payment in the amount of $31,500 (less applicable deductions and withholdings) in lieu of the 401(k) plan Company match with respect to 2018, which is in excess of the IRS maximum contribution limits for the 401(k) plan and would have been paid into the Executive’s Restoration Plan account.
(iv) The Company and/or one of the Company Affiliates will reimburse Executive for up to 18 months of any premium payments Executive makes for any COBRA coverage Executive elects after the Separation Date, if any.
(v) Executive’s unvested Restricted Stock Units (according to the Company’s records, 22,358 Units) and unvested Stock Options (according to the Company’s records, 131,441 Options) will vest on the Separation Date.
(vi) Regarding Executive’s unvested Performance Based Units (according to the Company’s records, 42,407 Units), the Company will allow Executive to continue to earn/vest into those Units according to the Performance Based Restricted Stock Unit Award Agreement (including the provisions regarding payment after a Change of Control of the Company) as if Executive’s employment continued through the date of earning/vesting of any such Unit.
2. Executive agrees:
a. In connection with the termination of Executive’s employment as President and Chief Executive Officer, Executive will resign all of Executive’s director and officer positions with the Company and all of the Company Affiliates, effective on the Separation Date.
b. Executive releases and waives, to the maximum extent permitted by law, and without exception, any and all known, unknown, suspected, or unsuspected claims, demands, or causes of action (collectively, “claims”) that, as of the date Executive signs this Agreement, Executive has or could have against the Company, as well as its past, present and future parents, subsidiaries, affiliates and all other related entities; its and their predecessors, successors and assigns; the past, present and future officers, directors, shareholders, trustees, members, employees, attorneys and agents of any of the previously listed entities; any benefits plan maintained by any of the previously listed entities at any time; and the past, present and future sponsors, insurers, trustees, fiduciaries and administrators of such benefit plans (collectively, “Company Affiliates”). The claims Executive releases and waives include but are not limited to:
(1) claims related to Executive’s employment and the conclusion of Executive’s employment with the Company or the Company Affiliates.
(2) claims under any federal, state, or local constitution, statute, regulation, ordinance, or other legislative or administrative enactment (as amended), including but not limited to:
• | The Age Discrimination in Employment Act, The Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981–1988, the Civil Rights Act of 1991, the Equal Pay Act, the Pregnancy Discrimination Act, the Americans with Disabilities Act, the Rehabilitation Act, and the Genetic Information Nondiscrimination Act. |
• | the Employee Retirement Income Security Act (except for any vested benefits under any tax qualified benefit plan). |
• | the Family and Medical Leave Act. |
• | the Fair Labor Standards Act. |
• | the Sarbanes-Oxley Act. |
• | the Occupational Safety and Health Act. |
• | the Immigration Reform and Control Act. |
• | the Worker Adjustment and Retraining Notification Act. |
• | the Fair Credit Reporting Act. |
• | the Consolidated Omnibus Budget Reconciliation Act (COBRA). |
• | the National Labor Relations Act. |
• | the Kansas Act Against Discrimination. |
• | the Kansas Age Discrimination in Employment Act. |
•the Kansas Service Letter Statute.
• | the Kansas Workers’ Compensation Act. |
• | Kansas state wage payment and work hour laws. |
(3) claims for, based on, or related to discrimination, harassment, or retaliation; retaliation for exercising any right or participating or engaging in any protected activity; fraud or misrepresentation; violation of any public policy; workers’ compensation; the payment of compensation, benefits, sick leave, paid time off, or vacation; any bonus, health, stock option, retirement, or benefit plan; tort; contract; and common law.
(4) claims to recover costs, fees, or other expenses, including attorneys’ fees, incurred in any matter.
Note 1: Executive is not releasing any claims that Executive cannot release or waive by law, including but not limited to the right to file a charge with, or participate in an investigation conducted by, any appropriate federal, state or local government agency. Further, nothing in this Agreement should be construed to prohibit Executive from such filings or participation. Executive is, however, releasing and waiving Executive’s right, and the right of anyone claiming on Executive’s behalf, to any monetary recovery should any government agency (such as the Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board (“NLRB”), Occupational Safety and Health Administration (“OSHA”), Securities and Exchange Commission (“SEC”) or Department of Labor (“DOL”)) pursue any claims on Executive’s behalf. Notwithstanding this Note 1, nothing contained in this Agreement shall impede Executive’s ability to report possible federal securities violations to the SEC and other governmental agencies (i) without the Company’s approval and (ii) without having to forfeit or forego any resulting whistleblower awards.
Note 2: Executive warrants and represents that (1) Executive has been paid all compensation due and owing through the date Executive signs this Agreement, including minimum wage, overtime, commissions, and bonuses; (2) Executive has not suffered any workplace injury or illness; (3) Executive is not aware of any illegal or fraudulent conduct by or on behalf of
the Company or any of the Company Affiliates; (4) Executive has not been denied any requested time off or leave of absence or experienced any retaliation for requesting time off or a leave of absence; and (5) Executive is not aware of any facts that would substantiate a claim that the Company, or any of the Company Affiliates, has violated Executive’s rights or the rights of any other employee in any way or with regard to any law, including but not limited to the claims Executive released and waived in this Agreement.
Note 3: Nothing in this Section 2(b) is intended to limit or restrict (1) Executive’s right to challenge the validity of this Agreement as to claims and rights asserted under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, or (2) Executive’s right to enforce this Agreement.
c. Executive shall reasonably cooperate with the Company and the Company Affiliates in any ongoing or future investigation or litigation as requested by the Company. The Company shall reimburse Executive for reasonable and necessary expenses associated with Executive’s cooperation. This requirement does not limit Executive’s right to file a charge with, or participate in, an investigation conducted by any appropriate federal, state or local government agency (such as the EEOC, NLRB, SEC, DOL or OSHA), nor does it require Executive to provide anything other than truthful information in good faith to the best of Executive’s ability.
d. Executive agrees that Executive will not, on Executive’s own behalf or on behalf of any other person, file or initiate any civil complaint or suit against the Company or the Company Affiliates in any forum for any claims waived or released by this Agreement. If Executive violates this provision by filing such complaint or civil suit, and such filing is found to be a violation, Company shall be entitled to recover and Executive shall be liable for Company’s reasonable attorneys’ fees, expenses and costs of defending such litigation.
e. The Company hereby advises Executive to consult with independent legal counsel regarding the tax treatment of any payments or benefits under this Agreement. In addition, neither the Company nor its directors, officers, employees, or advisors has made any representations or warranties to Executive regarding the tax treatment of any payments or benefits under this Agreement, and none of them shall be liable for any taxes, interest, penalties, or other amounts owed by Executive; provided, however, that Section 11 of the Employment Agreement shall continue to apply to all compensation payable under this Agreement. Finally, any consideration provided under this Agreement shall be subject to any and all applicable deductions and withholdings and shall be reported by the Company on a form W-2 or 1099, as appropriate.
f. Executive agrees that Executive remains bound by (i) that certain Confidentiality Agreement dated April 17, 2013 by and between Executive and the Company (the “Confidentiality Agreement”), (ii) that certain Restrictive Covenant Agreement dated August 3, 2017 by and between Executive and the Company (the “Restrictive Covenant Agreement”), including the two-year post-termination non-competition and non-solicitation covenants contained therein, and (iii) any other confidentiality, non-competition or non-solicitation agreements Executive signed during Executive’s employment with the Company (collectively, the “Restrictive Covenants”). Pursuant to the terms of the Employment Agreement, Executive’s eligibility for the Severance Payments and Benefits is contingent on Executive’s compliance with the Confidentiality Agreement and the Restrictive Covenant Agreement. Accordingly, Executive agrees that, following the date of any breach by Executive of any of the Restrictive Covenants, Executive will not be entitled to receive any Severance Payments and Benefits and Executive shall be required to repay to the Company the full value of
any Severance Payments and Benefits previously provided to Executive. For the avoidance of doubt, Executive acknowledges and agrees that any direct or indirect interaction with any party contemplating a potential acquisition of the Company shall constitute a breach of the Restrictive Covenants.
g. Executive shall through the Separation Date and thereafter provide reasonable cooperation to the Company at the Company’s expense in winding up Executive’s work for the Company and transfer that work to individuals as designated by the Company.
h. Executive will not disparage in any way or make negative comments of any sort about the Company or any of the Company Affiliates, their employees, customers, and/or their vendors, whether orally or in writing and whether to a third party or to an employee of the Company and/or the Company Affiliates. Similarly, the Company will instruct its senior officers and members of the Board of Directors of the Company not to disparage in any way or make negative comments of any sort about Executive or Executive’s employment with the Company, whether orally or in writing and whether to a third party or to an employee of the Company and/or the Company Affiliates. This prohibition does not limit Executive’s right to file a charge with, or participate in, an investigation conducted by any appropriate federal, state or local government agency (such as the EEOC, NLRB, SEC, DOL or OSHA), nor does it require Executive to provide anything other than truthful information in good faith to the best of Executive’s ability. Similarly, this prohibition does not prohibit the Company or any of the Company Affiliates or any senior officer or member of the Board of Directors of the Company or any of the Company Affiliates from providing truthful testimony or otherwise disclosing information as required by law.
i. Executive will return to the Company on or before the Separation Date any business records or documents relating to any activity of the Company and/or any of the Company Affiliates, including but not limited to files, records, documents, plans, drawings, specifications, equipment, software, pictures, and videotapes, whether prepared by Executive or not.
j. Executive agrees that Executive is receiving under this Agreement the severance payments and benefits to which Executive is entitled pursuant to the Employment Agreement and that Executive is not entitled under any other agreement with the Company to receive any other consideration in connection with the termination of Executive’s employment on the Separation Date.
k. Executive acknowledges and agrees that the Company has adopted a Compensation Clawback Policy and that Executive shall take all action necessary or appropriate to comply with such policy, or any successor policy thereto (including, without limitation, entering into any further agreements, amendments or policies necessary or appropriate to implement and/or enforce such policy with respect to past, present and future compensation, as appropriate).
l. Regarding the Age Discrimination in Employment Act waiver referenced in Section 2(b), Executive agrees:
(i) Executive received the Agreement containing that waiver on November 16, 2018.
(ii) Executive has 21 calendar days after the date Executive received the Agreement containing that waiver to execute it (although though Executive may execute it sooner if Executive wish).
(iii) Executive has been advised/is hereby advised to consult with independent legal counsel before signing the Agreement containing that waiver.
(iv) Executive may revoke the Age Discrimination in Employment Act waiver within 7 calendar days after Executive signs the Agreement containing it by returning written revocation in that time to the Company (Diana C. Toman, SVP, General Counsel and Corporate Secretary) via certified mail, in the event of which the rest of this Agreement shall remain valid and enforceable, except as otherwise provided herein.
(v) The Age Discrimination in Employment Act waiver is effective and enforceable on the 8th calendar day following the date Executive signs the Agreement, provided Executive does not earlier revoke the waiver as provided in this paragraph.
Note: If Executive revokes the Age Discrimination in Employment Act waiver, then Executive will not be eligible to receive Executive’s 2018 performance based incentive compensation, unless Executive executes and does not revoke the Post-Termination Release in accordance with its terms on or following the Separation Date.
m. Executive has read this Agreement, understands its terms, and is signing it voluntarily of Executive’s own free will and upon advice of independent legal counsel (at Executive’s option), without coercion or duress, and with full understanding of its significance and binding effect.
3. In addition to the foregoing, the parties agree:
a. Neither the existence of this Agreement nor anything in this Agreement shall constitute an admission of any liability on the part of Executive, the Company, or any of the Company Affiliates, the existence of which liability the parties expressly deny.
b. Except as provided herein, this Agreement contains the entire agreement between Executive and the Company with respect to the matters contemplated hereby, and no modification or waiver of any provision of this Agreement will be valid unless in writing and signed by Executive and the Company; provided, however, that except as specifically modified by this Agreement, the provisions of the Employment Agreement and Change in Control Severance Agreement shall remain in full force and effect through the Separation Date and/or as otherwise provided in those Agreements after the Separation Date.
c. This Agreement shall be construed in accordance with the laws of the State of Kansas. Any and all legal proceedings related to this Agreement, other than those to enforce the Confidentiality Agreement or the Restrictive Covenant Agreement, shall be resolved in accordance with the procedure set forth in Section 12 of the Employment Agreement.
d. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute together one and the same Agreement.
e. They are not relying on any representation of any other party not contained herein and that, in the event of any dispute concerning this Agreement, the parties shall be considered joint authors and no provision shall be interpreted against any party because of alleged authorship.
f. This Agreement is binding on and inures to the benefit of the Company’s successors and assigns and Executive’s heirs and assigns, and the Company may assign this Agreement, including,
but not limited to, the prohibitions in Section 2(f) and the separate agreement attached hereto as Exhibit A.
g. This Agreement shall not be strictly construed by or against either party, it being the parties’ intent that this Agreement shall be interpreted as reasonable and so as to enforce the parties’ intent and to preserve this Agreement’s purpose.
(Signature Page Follows)
IN WITNESS WHEREOF, the parties execute this Agreement on the day and year indicated below.
Date: | November 19, 2018 | /s/ Fran Malecha | |
Fran Malecha | |||
On Behalf of the Company: | |||
Date: | November 19, 2018 | By: | /s/ Paul S. Williams |
Paul S. Williams | |||
Director, Chair of the Compensation Committee | |||
Exhibit A
FINAL RELEASE AND WAIVER OF CLAIMS
This FINAL RELEASE AND WAIVER OF CLAIMS (the “Agreement”) is by and between Compass Minerals International, Inc. (the “Company”) and Fran Malecha (“You” or “Your”) (collectively, the “Parties”).
WHEREAS, You worked for the Company as President and Chief Executive Officer in Overland Park, Kansas pursuant to the terms of that certain Amended and Restated Employment Agreement dated, August 3, 2017, by and between You and the Company (the “Employment Agreement”); and
WHEREAS, pursuant to the terms of that certain Separation Agreement, dated November 19, 2018, by and between You and the Company, (the “Separation Agreement”), Your employment with the Company terminated on December 31, 2018 (the “Separation Date”).
NOW, THEREFORE, the Parties agree as follows:
1. Company Consideration. You acknowledge and agree that the severance payments and benefits that you are entitled to receive in connection with the termination of your employment pursuant to Section 10(b) of the Employment Agreement, as set forth in the Separation Agreement, are being provided in exchange for the consideration You are providing under this Agreement and will only be payable to You if you execute this Agreement on or following the Separation Date, and this Agreement becomes effective and You do not revoke it.
2. Your Consideration and Release. In exchange for the consideration the Company is providing under the Employment Agreement and the Separation Agreement, You agree as follows:
a. You release and waive, to the maximum extent permitted by law, and without exception, any and all known, unknown, suspected, or unsuspected claims, demands, or causes of action (collectively, “claims”) that as of the Effective Date (as defined below) You have or could have against the Company, as well as its past, present and future parents, subsidiaries, affiliates and all other related entities; its and their predecessors, successors and assigns; the past, present and future officers, directors, shareholders, trustees, members, employees, attorneys and agents of any of the previously listed entities; any benefits plan maintained by any of the previously listed entities at any time; and the past, present and future sponsors, insurers, trustees, fiduciaries and administrators of such benefit plans (collectively, “Affiliates”). The claims You release and waive include but are not limited to:
(1) claims related to Your employment and the conclusion of Your employment with the Company or its Affiliates.
(2) claims under any federal, state, or local constitution, statute, regulation, ordinance, or other legislative or administrative enactment (as amended), including but not limited to:
• | The Age Discrimination in Employment Act, The Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981–1988, the Civil Rights Act of 1991, the Equal Pay Act, the Pregnancy Discrimination Act, the Americans with Disabilities Act, the Rehabilitation Act, and the Genetic Information Nondiscrimination Act. |
• | the Employee Retirement Income Security Act (except for any vested benefits under any tax qualified benefit plan). |
• | the Family and Medical Leave Act. |
• | the Fair Labor Standards Act. |
• | the Sarbanes-Oxley Act. |
• | the Occupational Safety and Health Act. |
• | the Immigration Reform and Control Act. |
• | the Worker Adjustment and Retraining Notification Act. |
• | the Fair Credit Reporting Act. |
• | the Consolidated Omnibus Budget Reconciliation Act (COBRA). |
• | the National Labor Relations Act. |
• | the Kansas Act Against Discrimination. |
• | the Kansas Age Discrimination in Employment Act. |
•the Kansas Service Letter Statute.
• | the Kansas Workers’ Compensation Act. |
• | Kansas state wage payment and work hour laws. |
(3) claims for, based on, or related to discrimination, harassment, or retaliation; retaliation for exercising any right or participating or engaging in any protected activity; fraud or misrepresentation; violation of any public policy; workers’ compensation; the payment of compensation, benefits, sick leave, paid time off, or vacation; any bonus, health, stock option, retirement, or benefit plan; tort; contract; and common law.
(4) claims to recover costs, fees, or other expenses, including attorneys’ fees, incurred in any matter.
Note 1: You are not releasing any claims that You cannot release or waive by law, including but not limited to the right to file a charge with, or participate in an investigation conducted by, any appropriate federal, state or local government agency. Further, nothing in this Agreement should be construed to prohibit You from such filings or participation. You are, however, releasing and waiving Your right, and the right of anyone claiming on your behalf, to any monetary recovery should any government agency (such as the Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board (“NLRB”), Occupational Safety and Health Administration (“OSHA”), Securities and Exchange Commission (“SEC”) or Department of Labor (“DOL”)) pursue any claims on Your behalf. Notwithstanding this Note 1, nothing contained in this Agreement shall impede Your ability to report possible federal securities violations to the SEC and other
governmental agencies (i) without the Company’s approval and (ii) without having to forfeit or forego any resulting whistleblower awards.
Note 2: You warrant and represent that (1) You have been paid all compensation due and owing through the Effective Date, including minimum wage, overtime, commissions, and bonuses; (2) You have not suffered any workplace injury or illness; (3) You are not aware of any illegal or fraudulent conduct by or on behalf of the Company or its Affiliates; (4) You have not been denied any requested time off or leave of absence or experienced any retaliation for requesting time off or a leave of absence; and (5) You are not aware of any facts that would substantiate a claim that the Company, or any of its Affiliates, has violated Your rights or the rights of any other employee in any way or with regard to any law, including but not limited to the claims You released and waived in this Agreement.
Note 3: Nothing in this Section 2 is intended to limit or restrict (1) Your right to challenge the validity of this Agreement as to claims and rights asserted under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, or (2) Your right to enforce this Agreement.
b. You shall reasonably cooperate with the Company and its Affiliates in any ongoing or future investigation or litigation as requested by the Company. The Company shall reimburse You for reasonable and necessary expenses associated with Your cooperation. This requirement does not limit Your right to file a charge with, or participate in, an investigation conducted by any appropriate federal, state or local government agency (such as the EEOC, NLRB, SEC, DOL or OSHA), nor does it require You to provide anything other than truthful information in good faith to the best of Your ability.
c. You will not disparage in any way, or make negative comments of any sort, about the Company or its Affiliates, their employees, customers, or vendors, whether orally or in writing, and whether to a third party or to an employee of the Company or its Affiliates. Similarly, the Company will instruct its senior officers and members of the Board of Directors of the Company not to disparage in any way or make negative comments of any sort about You or Your employment with the Company, whether orally or in writing and whether to a third party or to an employee of the Company and/or its Affiliates. This prohibition does not limit Your right to file a charge with, or participate in, an investigation conducted by any appropriate federal, state or local government agency (such as the EEOC, NLRB, SEC, DOL or OSHA), nor does it require You to provide anything other than truthful information in good faith to the best of Your ability. Similarly, this prohibition does not prohibit the Company or any of the Company Affiliates or any senior officer or member of the Board of Directors of the Company or any of the Company Affiliates from providing truthful testimony or otherwise disclosing information as required by law.
d. You agree that you will not, on Your own behalf or on behalf of any other person, file or initiate any civil complaint or suit against the Company or its Affiliates in any forum for any claims waived or released by this Agreement. If You violate this provision by filing
such complaint or civil suit, and such filing is found to be a violation, Company shall be entitled to recover and You shall be liable for Company’s reasonable attorneys’ fees, expenses and costs of defending such litigation.
3. Business Records and Your Continuing Obligations. You represent that You have returned to the Company any and all property belonging to the Company, including but not limited to business records and documents relating to any activity of the Company or its Affiliates, files, records, documents, plans, drawings, specifications, equipment, software, pictures, and videotapes, whether prepared by You or not and whether in written or electronic form.
4. Confidentiality and Restrictive Covenant Agreements.
a. You understand that You remain bound by (i) that certain Confidentiality Agreement dated April 17, 2013 by and between You and the Company (the “Confidentiality Agreement”), (ii) that certain Restrictive Covenant Agreement dated August 3, 2017 by and between You and the Company (the “Restrictive Covenant Agreement”), including the two-year post-termination non-competition and non-solicitation covenants contained therein, and (iii) any other confidentiality, non-competition or non-solicitation agreements You signed during Your employment with the Company. You acknowledge and agree that Your eligibility for the severance payments and benefits under the Employment Agreement is contingent on Your compliance with the Confidentiality Agreement and the Restrictive Covenant Agreement.
b. You further understand and agree that the circumstances and/or discussions leading to the Separation Agreement and this Agreement are confidential and that you will not disclose such circumstances and discussions to any third-party, other than to Your immediate family members, attorneys, or accountants (provided that any such party to whom you disclose such information makes a promise, for the benefit of the Company, to keep such information confidential). Nothing in this Agreement shall preclude You from disclosing such information to any governmental taxing authorities or as otherwise required by law.
Note: Notwithstanding any other provision of this Agreement, or any other agreement, You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If You file a lawsuit for retaliation by the Company for reporting a suspected violation of law, You may disclose the Company’s trade secrets to Your attorney and use the trade secret information in a court proceeding so long as You (1) file any document containing the trade secret under seal and (2) do not disclose the trade secret, except pursuant to court order.
5. Your Further Agreements and Acknowledgements. You further agree or acknowledge:
a. You have carefully read and fully understand all of the provisions of this Agreement, which is written in a manner you clearly understand.
b. You are entering into this Agreement knowingly, voluntarily, and with full knowledge of its significance, and have not been coerced, threatened, or intimidated into signing this Agreement.
c. You have 21 days from the Separation Date to consider this Agreement (although You may sign it at any time after the Separation Date, if You wish, in the exercise of Your sole discretion). You may accept this Agreement by signing and returning the signed copy so that it is received by the Company (c/o Diana C. Toman at the Company’s corporate headquarters located at 9900 W. 109th Street, Suite 100, Overland Park, Kansas 66210) via hand-delivery, certified mail, overnight express mail or e-mail ([email protected]) within the 21-day period after the Separation Date.
d. that further revisions or changes to this Agreement, whether material or immaterial, do not restart the running of the 21-day consideration period.
e. the Company advises You to consult with independent legal counsel regarding this Agreement.
f. the Company advises You to consult with an independent financial advisor regarding the tax treatment of any payments or benefits under this Agreement.
g. You may revoke this Agreement within 7 calendar days after You sign it by providing written revocation, during that time, to the Company (c/o Diana C. Toman at the Company’s corporate headquarters located at 9900 W. 109th Street, Suite 100, Overland Park, Kansas 66210) via hand-delivery, certified mail, overnight express mail or e-mail ([email protected]) within the 7-day revocation period.
h. this Agreement shall be effective and enforceable on the 8th calendar day following the date You execute it, provided You do not earlier revoke it (the “Effective Date”).
i. You agree that You are not entitled for any reason, or under any other agreement with the Company or its Affiliates, to receive any consideration other than, or in addition to, that which You are receiving under the Employment Agreement and Separation Agreement.
j. neither the Company nor its Affiliates has made any representations or warranties to You regarding this Agreement, including the tax treatment of any payments or benefits under this Agreement, and neither the Company nor its Affiliates shall be liable for any taxes, interest, penalties, or other amounts owed by You.
k. You hereby represent to the Company that You are not a Medicare beneficiary, and no conditional payments have been made by Medicare to or on behalf of You, as of the date You executed this Agreement. You agree to indemnify, defend, and hold harmless the Company and its Affiliates from any Medicare-related claims, including but not limited to any liens, conditional payments, rights to payment, multiple damages, or attorneys’ fees.
6. The Parties’ Additional Agreements and Acknowledgements. The Parties further agree and acknowledge:
a. neither the existence of this Agreement nor anything in this Agreement shall constitute an admission of any liability on the part of You, the Company, or any of the Company’s Affiliates, the existence of which liability the Parties expressly deny.
b. except as provided herein, this Agreement contains the entire agreement between You and the Company with respect to the matters contemplated hereby, and no modification or waiver of any provision of this Agreement will be valid unless in writing and signed by You and the Company.
c. this Agreement shall be construed in accordance with the laws of the State of Kansas, the federal and state courts of which shall have exclusive jurisdiction over all actions related to this Agreement.
d. this Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute together one and the same Agreement, and a signed copy of this Agreement delivered by facsimile, pdf, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original.
e. neither of the Parties is relying on any representation not contained herein; the Parties shall be considered joint authors in the event of any dispute concerning this Agreement, and no provision shall be interpreted against any of the Parties because of alleged authorship; this Agreement shall not be strictly construed by or against You, the Company, or any of the Company’s Affiliates; and the Parties’ intent is that this Agreement shall be interpreted as reasonable and so as to enforce the Parties’ intent and to preserve this Agreement’s purpose.
f. this Agreement is binding on, and inures to the benefit of, the Company’s successors and assigns and Your heirs, agents, executors, successors and assigns.
g. that the Company may assign this Agreement, including but not limited to Your releases and waivers, Your additional agreements or prohibitions, and any other confidentiality or restrictive covenant obligations or agreements signed by You.
[The remainder of this page is intentionally blank]
SIGNATURE PAGE
I have fully and carefully read and considered this Agreement and acknowledge that I understand it. I am signing this Agreement voluntarily with full knowledge I am waiving my legal rights and that I will be bound by all agreements, representations, and acknowledgements set forth herein:
Date: | ||||
Fran Malecha | ||||
COMPASS MINERALS INTERNATIONAL, INC. | ||||
By: | ||||
Name: | Diana C. Toman | |||
Title: | Senior Vice President, General Counsel and | |||
Corporate Secretary | ||||
Exhibit 10.2 | |
 | Compass Minerals 9900 W. 109th Street, Suite 100 Overland Park, KS 66210 www.compassminerals.com 913-344-9200 |
November 19, 2018
Richard S. Grant
9900 W. 109th Street
Overland Park, KS 66210
Re: Interim Chief Executive Officer Agreement
Dear Dick:
On behalf of Compass Minerals International, Inc. (the “Company”), I am pleased to offer you the position of Interim President and Chief Executive Officer of the Company (“Interim Chief Executive Officer”) on the terms and conditions set forth in this letter agreement (this “Agreement”). You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.
1.Term of Agreement. Your services as Interim Chief Executive Officer under this Agreement shall commence effective as of November 19, 2018 (the “Start Date”), and, subject to Section 6 hereof, your service as Interim Chief Executive Officer shall continue until the earliest to occur of: (i) the appointment of a permanent President and Chief Executive Officer of the Company, or (ii) your resignation from this position or the termination of your service by us (the date of the earliest to occur, the “Transition Date”).
2. Position and Duties. During the term of this Agreement (the “Interim Period”), you shall serve as Interim Chief Executive Officer of the Company. Your duties and authority as Interim Chief Executive Officer shall be prescribed by the Board and shall be commensurate with those of a president and chief executive officer of a company of comparable size and with a similar business as the Company. You agree that while serving as Interim Chief Executive Officer under this Agreement you shall use best efforts and devote such business time to the Company as reasonably necessary to manage the business of the Company. While acting as Interim Chief Executive Officer, you will also continue to serve on the Board of Directors of the Company (the “Board”) as the Chairman of the Board; provided, however, that you will resign from your positions as a member of the Audit, Compensation and Nominating/Corporate Governance Committees of the Board, effective as of the Start Date. Following the Transition Date, you will return serving as a non-employee director and commence service as Non-Executive Chairman of the Board.
3. Status. Notwithstanding any provision of this Agreement to the contrary, during the Interim Period, you are and shall at all times be an independent contractor and not an employee, agent, partner, or joint venturer of the Company. You shall have no right under this Agreement, or as a result of your consulting services to the Company, to participate in any other employee, retirement, insurance or other benefit program of the Company, nor will the Company make any deductions from your compensation for taxes, the payment of which shall be solely your responsibility. You shall pay, when and as due, any and all taxes incurred as a result of your compensation hereunder, including estimated taxes, and if requested by the Company in connection with any audit or other inquiry from a governmental authority or agency, provide the Company with proof of said payments. You further agree to indemnify the Company and hold it harmless to the extent of any obligation imposed on the Company: (i) to pay withholding taxes or similar items; or (ii) resulting from you being determined not to be an independent contractor.
4. Compensation. In consideration for your services to the Company as Interim Chief Executive Officer, you shall receive the following compensation from the Company:
1
(a) Cash Compensation. During the Interim Period, the Company shall pay you a retainer of $95,000 per month, which is equivalent to $1,140,000 per annum, payable bi-monthly in arrears. You will also be awarded a bonus by the Board in connection with your service as interim Chief Executive Officer in the amount of $300,000 upon the appointment of a permanent President and Chief Executive Officer.
(b) Equity Compensation. Upon the appointment of a permanent President and Chief Executive Officer and your assuming the role of Non-Executive Chairman of the Board, you shall receive a grant of 7,500 deferred stock units (the “DSUs”), subject to the terms and conditions of the Company’s 2015 Annual Incentive Plan and an award agreement. The DSUs shall immediately vest on the grant date.
(c) Expenses. The Company shall reimburse you for temporary housing expenses and business expenses that are reasonable and necessary for you to perform, and were incurred by you in the course of the performance of, your duties pursuant to this Agreement and in accordance with the Company’s general policies, including reasonable travel. Such expenses shall be reimbursed upon your submission of vouchers and an expense report in such form as may be required by the Company consistent with the Company’s policies in place from time-to-time.
(d) Nature of Compensation. You and the Company acknowledge and agree that the compensation payable to you under this Agreement is solely for your services as Interim Chief Executive Officer and not for your service as a non-employee member of the Board. During the Interim Period, you will forego any compensation for your service as a member of the Board under the Company’s Non-Employee Director Compensation Policy.
5. Confidentiality. In connection with your services hereunder, you agree to enter into the Company’s standard Confidentiality Agreement (the “Confidentiality Agreement”).
6. Non-Solicitation of Employees. For 2 years after the Transition Date, you will not directly or indirectly, whether for your benefit or for the benefit of a third party, recruit, solicit, or induce, or attempt to recruit, solicit, or induce: (1) anyone employed by the Company to terminate employment with, or otherwise cease a relationship with, the Company; or (2) anyone employed by the Company at any time during the immediately preceding 12 months to provide services of any kind to a competitor of the Company. You further agree that, in the event any individual within the groups defined above approaches you about providing services to a competitor of the Company, you shall reject such approach and not hire/otherwise engage/supervise such individual.
7. Non-Solicitation of Customers. For 2 years after the Transition Date, you will not directly or indirectly solicit, divert, or take away, or attempt to solicit, divert, or take away, the business or patronage of any of the clients, customers, or accounts, or prospective clients, customers, or accounts, of the Company.
8. Termination. This Agreement may be terminated by you or the Company at any time for any or no reason upon thirty (30) days’ written notice to the Company in order to facilitate an orderly transition of your duties.
9. Miscellaneous.
(a) This Agreement, together with the Confidentiality Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to the subject matter hereof. This Agreement is entered into without reliance on any promise or representation,
2
written or oral, other than those expressly contained herein, and this Agreement supersedes any other such promises, warranties or representations and any other written or oral statements concerning your rights to any compensation, equity or benefits from the Company, its predecessors or successors in interest, other than as set forth in the Company’s Non-Employee Director Compensation Policy.
(b) This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company.
(c) This Agreement may be signed in counterparts and the counterparts taken together shall constitute one agreement.
(d) This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of Kansas as applied to contracts made and to be performed entirely within Kansas.
If this Agreement is acceptable to you, please sign below and return the original, fully executed Agreement to the Company.
Sincerely, | ||||
COMPASS MINERALS INTERNATIONAL, INC. | ||||
By: | /s/ Paul S. Williams | |||
Paul S. Williams | ||||
Director, Chair of the Compensation Committee | ||||
AGREED AND ACCEPTED: | ||||
/s/ Richard S. Grant | November 19, 2018 | |||
Richard S. Grant | Date | |||
3
Exhibit 10.3
AMENDMENT NO. 1 TO THE
COMPASS MINERALS INTERNATIONAL, INC.
2015 INCENTIVE AWARD PLAN
Effective November 17, 2018
This Amendment No. 1 to the Compass Minerals International, Inc. 2015 Incentive Award Plan (the “Plan”) is effective as of the date first set forth above, such amendment having been approved by the Compensation Committee and the Board of Directors of Compass Minerals International, Inc., a Delaware corporation (the “Company”), on November 17, 2018 in accordance with Section 14.1 of the Plan. Capitalized but undefined terms shall have the meanings provided in the Plan.
As of result of the foregoing approval, the Plan is hereby amended as follows:
1. Section 10.7 of the Plan is hereby replaced with the following:
“10.7 Full Value Award Vesting Limitations. Notwithstanding any other provision of this Plan to the contrary, Full Value Awards granted under the Plan shall vest no earlier than the third anniversary of the date the Award is granted (subject to acceleration of vesting, to the extent permitted by the Committee, in the event of the Participant’s death, disability, retirement, Change of Control or involuntary termination); provided, however, that, notwithstanding the foregoing, Full Value Awards that result in the issuance of an aggregate of up to 5% of the aggregate number of shares of Stock set forth in Section 3.1(a) may be granted to any one or more Participants without respect to such minimum vesting provisions, and provided, further that the foregoing limitation shall not apply to (a) any Award granted in lieu of other compensation, (b) any Award made to an Independent Director for services rendered, including the deferral of such payments, or (c) any sign‑on, inducement, or similar retention Award made to a newly hired Employee or new Independent Director.”
2. Section 15.3 of the Plan is hereby replaced with the following:
“15.3 Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s employment tax obligations) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold shares of Stock otherwise issuable under an Award (or allow the surrender, return or repurchase of shares of Stock) having a Fair Market Value equal to the sums required to be withheld, or in satisfaction of such additional withholding obligations as a Participant may have elected. Notwithstanding any other provision of the Plan, the number of shares of Stock which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be surrendered or returned by the
Participant or repurchased from the Participant) in order to satisfy the Participant’s federal, state, local and foreign income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the maximum statutory withholding rates in the Participant’s applicable jurisdiction for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income.”
3. Except as set forth herein, the Plan shall remain in full force and effect following the date of this Amendment.
I hereby certify, in my capacity as an officer of the Company, that the foregoing amendment was duly approved and adopted by the Compensation Committee and the Board of Directors of the Company effective as of the date first referenced above.
COMPASS MINERALS INTERNATIONAL, INC. | ||||
By: | /s/ Diana C. Toman | |||
Name: Diana C. Toman | ||||
Title: Senior Vice President, General Counsel and | ||||
Corporate Secretary | ||||
 | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Compass Minerals Announces CEO Transition
Appoints Dick Grant as Chairman and Interim CEO
OVERLAND PARK, Kan. (Nov. 19, 2018) – Compass Minerals (NYSE: CMP) announced today that the company’s Board of Directors and Fran Malecha have mutually agreed that Malecha will step down from his position as president, CEO and board member effective immediately. Dick Grant, lead independent director, will serve as chairman of the board and interim CEO until a permanent CEO is named.
“Over the last several years, we have made progress toward building a balanced company for the future,” said Dick Grant, chairman and interim CEO. “The board remains committed to achieving best-in-class operational efficiency in our Salt business to maximize its cash generating capabilities and investing in our higher-growth, global Plant Nutrition business. We are now moving forward with a keen focus on execution in order to ensure we can drive value from these investments and deliver sustainable, long-term value creation for our shareholders.”
The company’s Board of Directors has appointed a search committee comprised of independent directors and will retain an executive search firm to assist with the search for the company’s new president and CEO. Both internal and external candidates will be considered. Upon appointment of the company’s new president and CEO, Dick Grant will serve as non-executive chairman of the board.
About Compass Minerals
Compass Minerals is a leading provider of essential minerals that solve nature’s challenges, including salt for winter roadway safety and other consumer, industrial and agricultural uses, and specialty plant nutrition minerals that improve the quality and yield of crops. The company produces its minerals at locations throughout the U.S., Canada, Brazil and the U.K., operating 22 production facilities and employing more than 3,000 personnel worldwide. Compass Minerals’ mission is to be the best essential minerals company by safely delivering where and when it matters. For more information about Compass Minerals and its products, please visit www.compassminerals.com.
Media Contact | Investor Contact |
Tara Hefner | Theresa Womble |
Director of Corporate Affairs | Director of Investor Relations |
+1.913.344.9319 | +1.913.344.9362 |
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements about the company’s ability to achieve efficiencies and higher growth, maximize capabilities, drive value and deliver value creation. We use 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) pressure on prices and impact from competitive products, (iii) any inability by the company to fund necessary capital expenditures or successfully implement any capital projects, (iv) foreign exchange rates and the cost and availability of transportation for the distribution of the company’s products, (v) any inability by the company to successfully implement its cost savings initiatives, and (vi) impacts of the Goderich mine strike, including any work stoppages or slowdowns. 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 year ended December 31, 2017, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018 and September 30, 2018, filed with the SEC. The company undertakes no obligation to update any forward-looking statements made in this press release to reflect future events or developments. 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.
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