Compass Minerals International, Inc. (NYSE:CMP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2018, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Compass Minerals International, Inc. (the “Company”) adopted and approved the Compass Minerals International, Inc. Executive Severance Plan, effective January 1, 2019 (the “Severance Plan”). The primary purpose of introducing the Severance Plan is to encourage executive retention by providing financial protection to certain executive officers of the Company in the event of unexpected job loss.
The Compensation Committee serves as the Severance Plan’s administrator and selects which executive officers of the Company will be eligible to participate in the Severance Plan (“Eligible Executives”).
Each of the Company’s current executive officers (other than Richard S. Grant, Interim President and Chief Executive Officer) has been designated as an Eligible Executive.
Eligible Executives are entitled to certain payments and benefits under the Severance Plan if the Eligible Executive experiences a “Qualifying Termination” under the Plan. A Qualifying Termination occurs either when the Eligible Executive voluntarily terminates his or her employment with the Company or one of its subsidiaries with Good Reason (as defined in the Severance Plan) or is involuntarily terminated by the Company or one it its subsidiaries without Cause (as defined in the Severance Plan). To receive any payments and benefits under the Severance Plan, the Eligible Executives must execute a release of claims.
The severance benefits and payments provided under the Severance Plan are as follows:
Cash Payments. The Company will pay a lump sum cash payment equal to the sum of:
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one times the Eligible Executive’s annual base salary as of his or her termination date; |
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an amount equal to the higher of the Eligible Executive’s (a) cash bonus (at the target level) for the year in which the termination occurred, or (b) average cash bonuses received for the three years (or fewer if the Eligible Executive was employed for fewer than three years) prior to termination; and |
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the aggregate premium cost of 18 months of coverage under the Company’s health, vision, and dental plans for the Eligible Executive and his or her dependents that were enrolled in such plans before the Qualifying Termination. |
Outplacement Services. The Company will provide outplacement counseling services provided by an entity selected by the Company.
Equity Awards. At the election of the Compensation Committee (as the Severance Plan administrator), either (a) the vesting of any restricted stock units held by the Eligible Executive on his or her termination date will be accelerated, prorated based on the time worked during the vesting period, or (b) the Company will make a cash payment to the Eligible Executive in lieu of this accelerated vesting, unless more favorable vesting conditions apply under the Eligible Executive’s award agreements. No other type of equity award (e.g., performance stock units and stock options) held by the Eligible Executive on his or her termination date is impacted by the terms of the Severance Plan.
The Severance Plan does not provide for any tax gross-up payments to Eligible Executives.
The Severance Plan enables Eligible Executive to receive severance payments and benefits under circumstances for which the Eligible Executive’s Change in Control Severance Agreement does not apply. In situations where the Eligible Executive’s Change in Control Severance Agreement provides severance, no severance will be payable under the Severance Plan.
The Severance Plan will become effective on January 1, 2019 and will have a one-year term. Unless the Company provides notice to the Eligible Executives at least 60 days before the end of a calendar year, the term will
automatically renew for another one-year period. The Severance Plan may be amended at any time by the Compensation Committee (as the Severance Plan administrator); provided that if the amendment would materially and adversely affect the rights of any Eligible Executive, the Company must obtain the Eligible Executive’s written consent to the amendment.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Severance Plan, a copy of which is attached as Exhibit 10.1 and which is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
COMPASS MINERALS INTERNATIONAL INC Exhibit
EX-10.1 2 compassmineralsinternation.htm EXHIBIT 10.1 Exhibit Exhibit 10.1COMPASS MINERALS INTERNATIONAL,…
To view the full exhibit click here
About Compass Minerals International, Inc. (NYSE:CMP)
Compass Minerals International, Inc. is a holding company. The Company, through its subsidiaries, is engaged in producing and marketing essential minerals, including salt, sulfate of potash (SOP) specialty fertilizer, magnesium chloride and micronutrients. It operates through two segments, which include salt and plant nutrition. The salt segment mines, produces, processes, distributes and markets sodium chloride and magnesium chloride in North America and sodium chloride in the United Kingdom. The salt segment products include rock salt, mechanically evaporated and solar evaporated salt, and brine and flake magnesium chloride. The plant nutrition segment includes sales of SOP and micronutrients. It sells micronutrient products under Wolf Trax brand. Its SOP product is marketed under the brand name Protassium+. The Company operates over 10 production and packaging facilities, including the rock salt mines in Goderich, Ontario, Canada, and in the United Kingdom in Winsford, Cheshire.