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): January 29, 2016 (January 29, 2016)

INNOPHOS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

259 Prospect Plains Road

Cranbury, New Jersey 08512

(Address of principal executive offices) (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

As previously reported in the Current Report on Form 8-K filed by Innophos Holdings, Inc. (the “Company”) with the Securities and Exchange Commission on November 16, 2015 (the “Prior Report”), the Company previously entered into a Transition Agreement with Randolph Gress (the “Transition Agreement”). Pursuant to this Transition Agreement, the terms of which were summarized in, and a copy of which was filed as an exhibit to, the Prior Report, the Board has determined that the transition period set forth in the Transition Agreement has been completed as of January 29, 2016. Accordingly, on January 29, 2016, Mr. Gress has resigned as Chairman of the Board and as a director of the Company, effective immediately.

Following this resignation, the Board appointed Kim Ann Mink, the Company’s President and Chief Executive Officer, as a director of the Company to fill the vacancy created by Mr. Gress’ resignation. This appointment is consistent with Dr. Mink’s employment agreement which was summarized in, and filed as an exhibit to, the Prior Report. The Board has not chosen a Chairperson at this time to succeed Mr. Gress and Gary Cappeline will continue to serve as the Lead Independent Director of the Company.

A copy of the press release reporting the foregoing events is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated January 29, 2016

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.
January 29, 2016	By:	/s/ William Farran
		Name: William Farran
		Title: Senior Vice President, Chief Legal Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated January 29, 2016

EX-99.1

FOR IMMEDIATE RELEASE

INNOPHOS HOLDINGS, INC. ANNOUNCES BOARD OF DIRECTORS CHANGES

CRANBURY, New Jersey – (January 29, 2016) – Innophos Holdings, Inc. (NASDAQ: IPHS), today announced that Dr. Kim Ann Mink, Chief Executive Officer and President, has been appointed to the Board of Directors of Innophos, effective immediately.

“We are pleased to formally welcome Dr. Mink to the Company’s Board of Directors,” commented Gary Cappeline, Innophos’ lead independent director. “Since joining Innophos just over a month ago, she has quickly immersed herself within the Company and has worked closely with the Board and the senior management team to chart a new path for the Company. We look forward to her leadership and insights as a member of the Board.”

In addition, pursuant to the previously announced transition agreement, which the Company deems complete, Randy Gress has resigned from the Board. Gary Cappeline, Innophos’ lead independent director, will be assuming chairmanship duties at Innophos board meetings until a new chairperson is named.

Mr. Cappeline continued, “On behalf of the Board, I would like to thank Randy Gress for his service to Innophos since the Company’s formation in 2004. We wish him all the best in his well-deserved retirement.”

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; 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'

Safe Harbor for Forward-Looking and Cautionary Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. As such, final results could differ from estimates or expectations due to risks and uncertainties, including but not limited to: incomplete or preliminary information; changes in government regulations and policies; continued acceptance of Innophos' products and services in the marketplace; competitive factors; technological changes; Innophos' dependence upon suppliers; and other risks. For any of these factors, Innophos claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended.

Contact Information

Innophos Holdings, Inc.

(609) 366-1299

investor.relations@innophos.com