8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-KCURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 3, 2014

Innophos Holdings, Inc.(Exact name of Registrant as specified in its Charter)

Delaware(States or other jurisdiction of incorporation) 001-33124(Commission File Number) 20-1380758(IRS Employer Identification No.)

259 Prospect Plains RoadCranbury, New Jersey 08512
(Address of Principal Executive Offices, including Zip Code)

(609) 495-2495
(Registrant’s Telephone Number, Including Area Code)

Not Applicable(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))

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

On March 3, 2014, the Registrant announced the election by its Board of Directors of Robert Harrer as Vice President and Chief Financial Officer, effective immediately. The Registrant made the announcement in a press release filed as Exhibit 99.1 to this Current Report on Form 8-K. The second and third paragraphs of the text of that release are incorporated herein by reference.

The Registrant expects to enter into an employment agreement with Mr. Harrer substantially consistent with, and in form similar to, those currently in use for its other senior executive officers in the U.S. as described in the Registrant’s proxy materials for its 2013 Annual Meeting of Stockholders. The principal terms of Mr. Harrer’s employment expected to be embodied in the agreement are for (i) an initial starting base salary of $350,000, (ii) initial participation in the Company’s short term incentive plan at a target level equal to 55% of base salary, (iii) initial participation in the Company’s long term incentive program (currently, the 2009 Long-Term Incentive Plan) at a target level of 80% of base salary, and (iv) participation in the Company’s pension and welfare benefits plans consistent with his senior executive position.  Mr. Harrer’s employment agreement is also expected to contain termination severance arrangements consistent with those for similarly situated executives (expanded under circumstances involving a change of control of the Registrant, but without tax gross ups, pursuant to the Registrant’s policy in that regardsince 2010) with such benefits pro rated until completion by Mr. Harrer of a minimum period of service.

Effective upon Mr. Harrer’s election, Mark Feuerbach, who had served in the interim since July 2013 as the Registrant’s Chief Financial Officer, continues in his positions as Vice President, Investor Relations, Treasury, Financial Planning & Analysis. 

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective March 3, 2014, the Registrant’s Board of Directors, which also serves as the board of its two wholly-owned subsidiaries, Innophos Investments Holdings, Inc. and Innophos, Inc., adopted an amendment to the Bylaws of those companies authorizing the Chief Executive Officer to designate certain persons serving supervisory or managerial functions with the titles of vice president, assistant vice president or other titles considered appropriate by the Chief Executive Officer. The designated persons are to serve at the pleasure of the Chief Executive Officer and have such duties and responsibilities as established by the Chief Executive Officer, but are not to be considered officers of the corporations, nor have titles, duties or responsibilities in derogation of board-elected officers. The Bylaw amendment was adopted to facilitate management flexibility in the organization of corporate personnel.

The foregoing description of the Bylaw amendment is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed with this report:

(d) Exhibit No.	Description
3.1	Amendment to Article IV, Section 13, of Bylaws of the Registrant, effective March 3, 2014.
99.1	Press Release of the Registrant dated March 3, 2014

SIGNATURES

According to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

INNOPHOS HOLDINGS, INC.

By: /s/ William N. Farran

Name: William N. Farran
Title: Vice President and General Counsel

Dated: March 6, 2014

EX-3.1

Exhibit 3.1

“The Board of Directors by resolution may permit the Chief Executive Officer to designate any one or more persons having supervisory or managerial authority over any unit, function or sector of the business of the Corporation with the title of vice president, assistant vice president or any similar or other title considered appropriate by the Chief Executive Officer as reflecting such position.  Each such person so designated shall serve solely at the pleasure of the Chief Executive Officer and shall have such duties and responsibilities solely as established by the Chief Executive Officer, but shall not be deemed an officer of the Corporation for any purpose. No such title shall exist or function or duty be performed by any such person in derogation of the titles, functions or duties assigned to be performed by officers of the Corporation elected by the Board of Directors.”

EX-99.1

FOR IMMEDIATE RELEASE

Exhibit 99.1

INNOPHOS ELECTS ROBERT HARRER VICE PRESIDENT

AND CHIEF FINANCIAL OFFICER

CRANBURY, New Jersey – (March 3, 2014) – Innophos Holdings, Inc. (NASDAQ: IPHS), a leading international producer of performance-critical and nutritional specialty ingredients, today announced that its Board of Directors has elected Robert Harrer as Vice President and Chief Financial Officer.

Mr. Harrer comes to Innophos with over twenty years of experience in various global financial leadership positions. He most recently served as Chief Financial Officer and Chief Administrative Officer for Avantor Performance Materials (formerly Mallinckrodt Baker). He previously was with Rohm and Haas, SKW Trostberg AG (Nature Products Division) and Alcatel. Mr. Harrer holds a Master of Business Administration and Mathematics from Albert Einstein University in Ulm, Germany.

"We are extremely pleased to have Robert join Innophos," said Randy Gress, Chairman and Chief Executive Officer. "With his global financial leadership experience and extensive international background, Robert will make important contributions toward achieving our growth objectives and strategic targets to increase shareholder value.” Mr. Gress went on to say, “I also wish to thank Mark Feuerbach for his exemplary service as CFO during the transition. Mark will continue in his previous roles as Vice President and Treasurer and head of Investor Relations and Financial Planning and Analysis.”

About Innophos Holdings, Inc.

Innophos is a leading international producer of performance-critical and nutritional specialty ingredients, with applications in food, beverage, dietary supplements, pharmaceutical, oral care and industrial end markets. Innophos combines more than a century of experience in specialty phosphate manufacturing with a growing capability in a broad range of other specialty ingredients to supply a product range produced to stringent regulatory manufacturing standards and the quality demanded by customers worldwide. Innophos is continually developing new and innovative specialty ingredients addressing specific customer applications and supports these high-value products with industry-leading technical service. Headquartered in Cranbury, New Jersey, Innophos has manufacturing operations in Nashville, TN; Chicago Heights, IL; Chicago (Waterway), IL; Geismar, LA; Ogden, UT; North Salt Lake, UT; Salt Lake City, UT; Paterson, NJ; Green Pond, SC; Port Maitland, ON (Canada); Taicang (China); Coatzacoalcos, Veracruz and San Jose de Iturbide (Mission Hills), Guanajuato (Mexico). For more information please visit www.innophos.com. 'IPHS-G'

Innophos Holdings, Inc.                 FTI Consulting, Inc.

Investor Relations: (609) 366-1299    Bryan Armstrong/Matt Steinberg

investor.relations@innophos.com         (212) 850-5600