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Intrepid Potash,Inc. (NYSE:IPI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Intrepid Potash,Inc. (NYSE:IPI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

Intrepid Potash,Inc. (Intrepid, we, us, or our) held its 2017
annual meeting of stockholders on May31, 2017. At the annual
meeting, stockholders approved our Amended and Restated Equity
Incentive Plan (the EIP). Our Board of Directors (the Board)
approved the EIP on March22, 2017, subject to stockholder
approval at the annual meeting.

The EIP is designed to provide long-term equity incentives to
attract, retain, and motivate eligible employees, directors, and
consultants and to align their interests with those of our
stockholders. The EIP is designed with the flexibility to award
restricted stock, restricted stock units, performance awards,
incentive stock options, non-qualified stock options, stock
appreciation rights, cash-based awards, and other stock-based
awards to eligible individuals. The EIP includes the following
changes as compared to its previous version:

Authorizes an additional 4,652,599 new shares of common stock for
grant under the EIP, which when added to the shares available for
grant as of March22, 2017, authorizes a total of 5,000,000 shares
of common stock for grant under the EIP, less grants made after
March22, 2017, and prior to May31, 2017.

Extends the term of the EIP by one year to May31, 2027.

Provides that dividends and dividend equivalents may not be paid
on an unvested award unless and until the award vests.

Changes the share counting so that full value awards count
against the EIP limit by one share.

Adjusts the annual per-participant limits on certain types of
awards, such that no participant may be granted within any
calendar year one or more (a)options or stock appreciation rights
that in the aggregate are for more than 2,000,000 shares of stock
(or 2 times that limit in the case of a new hire or promotion);
and (b)awards of restricted stock and restricted stock units
subject to performance goals for more than an aggregate of
4,000,000 shares of stock.

Makes other minor administrative changes to the EIP.

A summary of the principal features of the EIP is included in our
definitive proxy statement for our 2017 annual meeting of
stockholders, as filed with the Securities and Exchange
Commission on April6, 2017, under the headings Proposal 5Approval
of Amended and Restated Equity Incentive Plan. The description
above is qualified in its entirety by reference to the full text
of the EIP, a copy of which is filed as Exhibit10.1 to this
report and incorporated by reference into this Item 5.02.

Item 5.07 Submission of Matters to a
Vote of Security Holders

We held our 2017 annual meeting of stockholders on May31, 2017.
There were 129,249,494 shares of common stock outstanding and
entitled to vote at the annual meeting. At the annual meeting,
stockholders present in person or by proxy voted on the following
matters:

1. Stockholders elected two ClassIII directors to our Board of
Directors to serve three-year terms expiring at our 2020 annual
meeting of stockholders, based on the following votes:

RobertP.JornayvazIII

HughE.Harvey,Jr.

For

78,162,236

78,198,457

Against

2,559,311

2,520,440

Abstain

56,681

59,331

Broker Non-Votes

26,304,652

26,304,652

2. Stockholders ratified the appointment of KPMG LLP as our
independent registered public accounting firm for 2017, based
on the following votes:

For

106,484,551

Against

327,066

Abstain

271,263

Broker Non-Votes

N/A

3. Stockholders approved, on an advisory basis, our executive
compensation, based on the following votes:

For

78,394,685

Against

2,071,607

Abstain

311,936

Broker Non-Votes

26,304,652

4. Stockholders approved, on an advisory basis, the frequency
of the advisory vote on our executive compensation, based on
the following votes:

One Year

78,775,721

Two Years

194,660

Three Years

1,296,611

Abstain

511,236

Broker Non-Votes

26,304,652

Our Board has considered the results of this advisory vote and
determined that we will hold stockholder advisory votes on
executive compensation every year until the next stockholder
advisory vote on the frequency of the advisory vote on
executive compensation, which will occur no later than our
annual meeting of shareholders in 2023, or until the Board
otherwise determines that a different frequency for such
advisory votes is in the best interests of the stockholders of
Intrepid.

5. Stockholders approved our Amended and Restated Equity
Incentive Plan, based on the following votes:

For

78,220,793

Against

2,289,233

Abstain

268,202

Broker Non-Votes

26,304,652

Item 9.01(d) Financial Statements and
Exhibits

ExhibitNo.

Description

10.1

Intrepid Potash,Inc. Amended and Restated Equity
Incentive Plan

About Intrepid Potash, Inc. (NYSE:IPI)
Intrepid Potash, Inc. is a producer of muriate of potash (potassium chloride or potash) and langbeinite (sulfate of potash magnesia) in the United States, which it markets and sells as Trio. The Company operates in the extraction, production and sale of potassium-related products. Its products are potash and Trio. It sells potash into three markets, including the agricultural market as a fertilizer input; the industrial market as a component in drilling and fracturing fluids for oil and gas wells and an input to other industrial processes, and the animal feed market as a nutrient supplement. Trio, which it mines from langbeinite ore, is its specialty fertilizer that delivers potassium, sulfate and magnesium in a single particle and has low chloride. The Company also produces salt, magnesium chloride, metal recovery salts and brine containing salt and potassium from its mining processes. It produces potash from three solar evaporation solution mining facilities. Intrepid Potash, Inc. (NYSE:IPI) Recent Trading Information
Intrepid Potash, Inc. (NYSE:IPI) closed its last trading session up +0.13 at 2.27 with 1,419,735 shares trading hands.

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