8-K

UNITED 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): September 21, 2023

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-31921	36-3972986
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9900 West 109th Street

Suite 100

Overland Park, KS 66210

(Address of principal executive offices)

(913) 344-9200

(Registrant's 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.01 par value	CMP	The New York Stock Exchange

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 7.01    Regulation FD Disclosure.

On September 21, 2023, Compass Minerals International, Inc. (the “Company”) announced that it intends to file a resale registration statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”).

The Registration Statement will be filed to satisfy the Company’s obligations relating to the customary registration rights granted to Koch Minerals & Trading LLC and its affiliates (“KM&T”) under the stock purchase agreement entered into with KM&T on September 14, 2022 in connection with a private placement completed on October 18, 2022. The Registration Statement is required to be filed at this time pursuant to such stock purchase agreement without any further action by or request from KM&T. The Company does not know when, if, or in what amounts KM&T may offer shares of common stock for sale in the future. KM&T might not sell any shares of the Company’s common stock. The Company will not sell any shares of its common stock pursuant to the Registration Statement and will not receive any proceeds from any potential future sale of the shares of its common stock held by KM&T.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

Forward Looking Statements

This Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about the filing of the Registration Statement and the potential future sale of shares of the Company’s common stock. 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 those factors identified in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the company’s Annual and Quarterly Reports on Forms 10-K and 10-Q, including any amendments, 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.

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: September 21, 2023	By:	/s/ Lorin Crenshaw
		Name: Lorin Crenshaw
		Title: Chief Financial Officer

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Cover Page	Sep. 21, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 21, 2023
Entity Registrant Name	Compass Minerals International, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31921
Entity Tax Identification Number	36-3972986
Entity Address, Address Line One	9900 West 109th Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Overland Park
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	66210
City Area Code	913
Local Phone Number	344-9200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	CMP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001227654
Amendment Flag	false